CO-ADMINISTRATION AGREEMENT
This CO-ADMINISTRATION AGREEMENT (the "Agreement") is made as of
December 1, 1998 by and among XXXXXXXX INC. ("Xxxxxxxx"), NATIONSBANC ADVISORS,
INC. ("NBAI") and NATIONS INSTITUTIONAL RESERVES ("Reserves").
WHEREAS, Reserves is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, Reserves desires to retain Xxxxxxxx and NBAI to render certain
administrative services for the investment portfolios of Reserves listed on
Schedule I (individually, a "Fund" and collectively, the "Funds"), and Xxxxxxxx
and NBAI are willing to render such services.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the parties hereto as follows:
1. Appointment.
(a) Reserves hereby appoints Xxxxxxxx to act as Co-Administrator
of the Funds and Xxxxxxxx hereby accepts such appointment and agrees to render
such services and duties set forth in Paragraph 3, for the compensation and on
the terms herein provided. Absent written notification to the contrary by
Reserves, NBAI or Xxxxxxxx, each new investment portfolio established in the
future by Reserves shall automatically become a "Fund" for all purposes
hereunder as if listed on Schedule I.
(b) Reserves also hereby appoints NBAI to act as Co-Administrator
of the Funds, and NBAI hereby accepts such appointment and agrees to render such
services and duties set forth in Paragraph 4, for the compensation and on the
terms herein provided. Absent written notification to the contrary by either
Reserves or NBAI, each new investment portfolio established in the future by
Reserves shall automatically become a "Fund" for all purposes hereunder as if
listed on Schedule I.
2. Delivery of Documents. Reserves has furnished Xxxxxxxx and NBAI with
copies properly certified or authenticated of each of the following:
(a) Reserves' most recent Post-Effective Amendment to its Registration
Statement on Form N-1A (the "Registration Statement") under the Securities Act
of 1933, as amended, and under the 1940 Act (File Nos. 33-33144 and 811-6030),
as filed with the Securities and Exchange Commission (the "SEC") relating to the
Funds' shares (the "Shares");
(b) The Funds' most recent Prospectus(es); and
(c) The Funds' most recent Statement(s) of Additional Information.
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Reserves will furnish Xxxxxxxx and NBAI from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, Reserves will provide Xxxxxxxx and NBAI with any other
documents that Xxxxxxxx and NBAI may reasonably request and will notify Xxxxxxxx
and NBAI as soon as possible of any matter materially affecting either Xxxxxxxx'
or NBAI's performance of its services under this Agreement.
3. Duties as Co-Administrator. Subject to the supervision and direction
of the Board of Trustees of Reserves, Xxxxxxxx, as Co-Administrator, will assist
in supervising various aspects of Reserves' administrative operations and
undertakes to perform the following specific services from and after the
effective date of this Agreement:
(a) Maintaining office facilities for Reserves (which may be in
the offices of Xxxxxxxx or a corporate affiliate);
(b) Furnishing clerical services, internal executive and
administrative services and stationery and office supplies in connection with
the foregoing;
(c) Assist in furnishing statistical and research data and data
processing services in connection with the foregoing;
(d) Furnishing corporate secretarial services, including assisting
in the coordination of the preparation and distribution of materials for Board
of Trustees meetings;
(e) Providing the services of certain persons who may be appointed
as officers of Reserves by Reserves' Board of Trustees;
(f) Assist in coordinating the provision of legal advice and
counsel to Reserves with respect to regulatory matters, including monitoring
regulatory and legislative developments which may affect Reserves and assisting
in the strategic response to such developments, counseling and assisting
Reserves in routine regulatory examinations or investigations of Reserves, and
working closely with outside counsel to Reserves in connection with any
litigation in which Reserves is involved;
(g) Assist in coordinating the preparation of reports to Reserves'
shareholders of record and the SEC including, but not necessarily limited to,
Annual Reports and Semi-Annual Reports to Shareholders and on Form N-SAR and
Notices pursuant to Rule 24f-2 under the 1940 Act;
(h) Coordinating with Reserves regarding the jurisdictions in
which the Shares shall be registered or qualified for sale and, in connection
therewith, being responsible for the registration or qualification and the
maintenance of such registration or qualification of Shares for sale under the
securities laws of any state. Payment of share registration fees and any fees
for qualifying or continuing the qualification of Reserves or any Fund as a
dealer or broker shall be made or reimbursed by Reserves or that Fund,
respectively;
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(i) Assisting in the preparation and filing on a timely basis of
various reports, registration statements and post-effective amendments thereto,
and other documents required by federal, state and other applicable laws and
regulations, other than those filed or required to be filed by NBAI or the
Funds' Sub-Advisers, Transfer Agent, Sub-Transfer Agent or Custodian;
(j) Performing certain compliance procedures for Reserves which
will include, among other matters, monitoring compliance with personal trading
guidelines by Reserves' Board of Trustees; and
(k) Generally assisting in all aspects of Reserves' operations.
In performing all services under this Agreement, Xxxxxxxx shall (i) act
in conformity with: Reserves' Declaration of Trust and Bylaws, the 1940 Act and
the rules thereunder, and other applicable laws and regulations, as the same may
be amended from time to time, and Reserves' Registration Statement, as such
Registration Statement may be amended from time to time; (ii) consult and
coordinate with Reserves, as necessary and appropriate; and (iii) advise and
report to Reserves, as necessary or appropriate, with respect to any compliance
matters that come to its attention.
Xxxxxxxx represents and warrants to Reserves that it will use
reasonable efforts to perform its duties and obligations under this Agreement
without: (a) any failure of its computer systems, or those used by it in the
performance of its duties hereunder, to properly record, store, process,
calculate or present calendar dates falling on and after, and time spans
including, January 1, 2000 as a result of the occurrence of, or use of data
containing, such date; (b) any failure of its computer systems, or those used by
it in the performance of its duties hereunder, to calculate any information
dependent on or relating to dates on or after January 1, 2000; or (c) any loss
of functionality or performance with respect to the maintenance of records or
processing of data containing dates falling on or after January 1, 2000 ((a),
(b), and (c) above shall be referred to as "Y2K Failures"). Notwithstanding the
above, Xxxxxxxx shall not be liable for any Y2K Failures caused by Y2K Failures
in a third party system with which Xxxxxxxx interfaces or from which Xxxxxxxx
receives data in connection with the performance of its duties hereunder.
In performing its services under this Agreement, Xxxxxxxx shall
cooperate and coordinate with NBAI as necessary and appropriate and shall
provide such information as is reasonably necessary or appropriate for NBAI to
perform its responsibilities to Reserves.
4. Duties as Co-Administrator. Subject to the supervision and direction
of the Board of Trustees of Reserves, NBAI, as Co-Administrator, will assist in
supervising various aspects of Reserves' administrative operations and
undertakes to perform the following specific services, from and after the
effective date of this Agreement:
(a) providing accounting and bookkeeping services (including the
maintenance for the periods prescribed by Rule 31a-2 under the 1940 Act of such
accounts, books and records of Reserves as may be required by Section 31(a) of
the 1940 Act and the rules thereunder). NBAI further agrees that all such
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records which it maintains for Reserves are the property of Reserves and further
agrees to surrender promptly to Reserves any of such records upon Reserves'
request;
(b) valuing each Fund's assets and calculating the net asset value
and the net income of the shares of each Fund in accordance with Reserves'
current Prospectus(es), applicable pricing procedures and resolutions of
Reserves' Board of Trustees, provided, that in performing such services, NBAI
shall obtain security market quotes from independent pricing services, or if
such quotes are unavailable, obtain such prices from the Funds' Sub-Advisers;
(c) accumulating information for reports to Reserves' shareholders
of record and the SEC including, but not necessarily limited to, Annual Reports
and Semi-Annual Reports to Shareholders and on Form N-SAR and Notices pursuant
to Rule 24f-2 under the 1940 Act;
(d) preparing and filing on a timely basis Reserves' tax returns
and other tax filings;
(e) monitoring the development and implementation of certain
compliance procedures for Reserves including, but not limited to, monitoring (i)
each Fund's status as a regulated investment company under Sub-Chapter M of the
Internal Revenue Code of 1986, as amended, including performing, on a monthly
basis and based upon information provided by the Fund's Sub-Advisers, the 90%
gross income and asset diversification tests derived from such Sub-Chapter; and
(ii) compliance by each Fund with its investment objective, policies and
restrictions, and applicable laws and regulations;
(f) preparing and furnishing to Reserves monthly broker security
transaction summaries and monthly security transaction listings and (at
Reserves' request) performance information (including yield and total return
information) calculated in accordance with applicable U.S. securities laws and
reporting to external databases such information as may reasonably be requested;
(g) assisting Reserves and its agents in their accumulation and
preparation of materials for the Board of Trustees' meetings and for regulatory
examinations and inspections of Reserves, to the extent such materials relate to
the services being performed for Reserves by NBAI; and
(h) coordinate the provisions of services to Reserves by other
service providers to Reserves, including the transfer agent, sub-transfer agent
and custodian.
In performing all services under this Agreement, NBAI shall (i) act in
conformity with Reserves' Declaration of Trust and Bylaws; the 1940 Act and the
rules thereunder, and other applicable laws and regulations, as the same may be
amended from time to time; and Reserves' Registration Statement, as such
Registration Statement may be amended from time to time, (ii) consult and
coordinate with Reserves, as necessary and appropriate, and (iii) advise and
report to Reserves, as necessary or appropriate, with respect to any compliance
matters that come to its attention.
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NBAI represents and warrants to Reserves that it will use reasonable
efforts to perform its duties and obligations under this Agreement without: (a)
any failure of its computer systems to properly record, store, process,
calculate or present calendar dates falling on and after, and time spans
including, January 1, 2000 as a result of the occurrence of, or use of data
containing, such date; (b) any failure of its computer systems to calculate any
information dependent on or relating to dates on or after January 1, 2000; or
(c) any loss of functionality or performance with respect to the maintenance of
records or processing of data containing dates falling on or after January 1,
2000 ((a), (b), and (c) above shall be referred to as "Y2K Failures").
Notwithstanding the above, NBAI shall not be liable for any Y2K Failures caused
by Y2K Failures in a third party system with which NBAI interfaces or from which
NBAI receives data in connection with the performance of its duties hereunder
including, without limitation, the system of any sub-administrator engaged
pursuant to Paragraph 4.
In connection with its duties under this Paragraph 4, it is understood
and agreed that NBAI may, at its own expense, enter into sub-administration
agreements with other service providers and the Fund(s), provided that each such
service provider agrees with NBAI and the Fund(s) to comply with all relevant
provisions of the 1940 Act and applicable rules and regulations thereunder. In
addition, upon notice to the Board of Trustees of Reserves, the parties agree
that NBAI may from time to time assume some or all of Xxxxxxxx' duties set forth
in Paragraph 3 above.
In performing its responsibilities under this Agreement, NBAI shall
cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall
provide such information within its possession or control as is reasonably
necessary or appropriate to Xxxxxxxx to enable it to perform its
responsibilities to Reserves.
5. Compensation.
(a) Xxxxxxxx shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
Paragraph 5(a)(2) below.
(1) Xxxxxxxx will from time to time employ or associate with
such person or persons as Xxxxxxxx may believe to be particularly suited to
assist it in performing services under this Agreement. Such person or persons
may be officers and employees of both Xxxxxxxx and Reserves. The compensation of
such person or persons shall be paid by Xxxxxxxx and no obligation shall be
incurred on behalf of Reserves or NBAI in such respect.
(2) Xxxxxxxx shall not be required to pay any of the following
expenses incurred by Reserves: investment advisory expenses; costs of printing
and mailing stock certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage fees and commissions; taxes and fees payable to
federal, state and other governmental agencies; fees of Trustees of Reserves who
are not affiliated with Xxxxxxxx; outside auditing expenses; outside legal
expenses; fees of any other service provider to Reserves; or other expenses not
specified in this Section 5(a) which may be properly payable by Reserves and
which are approved by Reserves' President or Treasurer.
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(3) Reserves will compensate Xxxxxxxx for its services rendered pursuant to this
Agreement in accordance with Schedule A. In addition, Reserves shall reimburse
Xxxxxxxx for certain reasonable out-of-pocket distributions made in connection
with fulfilling its obligations under the Agreement. The items eligible for
reimbursement are set forth on Schedule A.
(b) NBAI shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
5(b)(2) below.
(1) NBAI will from time to time employ or associate with such
person or persons as NBAI may believe to be particularly suited to assist it in
performing services under this Agreement. Such person or persons may be officers
and employees of both NBAI and Reserves. The compensation of such person or
persons shall be paid by NBAI and no obligation shall be incurred on behalf of
Reserves or Xxxxxxxx in such respect.
(2) NBAI shall not be required to pay any of the following
expenses incurred by Reserves: investment advisory expenses; costs of printing
and mailing stock certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage fees and commissions; taxes and fees payable to
federal, state and other governmental agencies; fees of Trustees of Reserves who
are not affiliated with NBAI; outside auditing expenses; outside legal expenses;
fees of independent pricing services utilized by NBAI to value each Fund's
assets; fees of any other service provider to Reserves (other than a
sub-administrator engaged pursuant to Paragraph 4); or other expenses not
specified in this Section 5(b) which may be properly payable by Reserves and
which are approved by Reserves' President or Treasurer.
(3) Reserves will compensate NBAI for its services rendered
pursuant to this Agreement in accordance with Schedule A. In addition, Reserves
shall reimburse NBAI for certain reasonable out-of pocket distributions made in
connection with fulfilling its obligations under the Agreement. The items
eligible for reimbursement are set forth on Schedule A.
6. Limitation of Liability; Indemnification.
(a) Xxxxxxxx shall not be liable for any error of judgment or
mistake of law or for any loss suffered by Reserves in connection with the
performance of its obligations and duties under this Agreement, except a loss
resulting from Xxxxxxxx' willful misfeasance, bad faith or gross negligence in
the performance of such obligations and duties, or by reason of its reckless
disregard thereof.
(b) NBAI shall not be liable for any error of judgment or mistake
of law or for any loss suffered by Reserves in connection with the performance
of its obligations and duties under this Agreement, except a loss resulting from
NBAI's willful misfeasance, bad faith or gross negligence in the performance of
such obligations and duties, or by reason of its reckless disregard thereof.
(c) Reserves, on behalf of each Fund, will indemnify Xxxxxxxx
and/or NBAI against and hold each harmless from any and all losses, claims,
damages, liabilities or expenses (including reasonable counsel fees and
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expenses) resulting from any claim, demand, action or suit relating to the
particular Fund and not resulting from the willful misfeasance, bad faith or
gross negligence of Xxxxxxxx and/or NBAI in the performance of such obligations
and duties or by reason of their reckless disregard thereof. Xxxxxxxx and/or
NBAI will not confess any claim or settle or make any compromise in any instance
in which Reserves will be asked to provide indemnification, except with
Reserves' prior written consent. Any amounts payable by Reserves under this
Section 6(c) shall be satisfied only against the assets of the Fund involved in
the claim, demand, action or suit and not against the assets of any other
investment portfolio of Reserves.
7. Effective Date; Termination of Agreement.
(a) This Agreement shall become effective, on a Fund by Fund
basis, upon the completion of the transfer of a Fund's accounting function to
The Bank of New York, notice of which shall be provided by Reserves to Xxxxxxxx
and NBAI for each Fund. This Agreement shall remain in full force and effect
with respect to such Fund(s) unless terminated pursuant to the provisions of
Section 7(c).
(b) The parties agree that the administration arrangements between
Xxxxxxxx and Reserves, dated September 1, 1993, and the sub-administration
arrangements between Xxxxxxxx and NBAI, dated November 18, 1997, with respect to
the Funds shall be terminated on a Fund by Fund basis upon the effectiveness of
this Agreement.
(c) This Agreement may be terminated at any time without payment
of any penalty, upon 60 days' written notice, by vote of the Board of Trustees
of Reserves, by Xxxxxxxx or by NBAI. Xxxxxxxx and NBAI will each cooperate with
and assist Reserves, its agents and any successor administrator or
administrators in the substitution/conversion process.
(d) Sections 6 and 9 shall survive this Agreement's termination.
8. Amendments. No provision of this Agreement may be changed,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, discharge or termination is
sought.
9. Confidentiality. All books, records, information and data pertaining
to the business of Reserves, its prior, present or potential shareholders and
NBAI's customers that are exchanged or received pursuant to the performance of
Xxxxxxxx' and/or NBAI's duties under this Agreement shall remain confidential
and shall not be disclosed to any other person, except as specifically
authorized by Reserves or as may be required by law, and shall not be used for
any purpose other than performance of NBAI's and Xxxxxxxx' responsibilities and
duties hereunder.
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10. Service to Other Companies or Accounts. Reserves acknowledges that
both Xxxxxxxx and NBAI now act, will continue to act and may act in the future
as investment adviser to fiduciary and other managed accounts, and as investment
adviser, investment sub-adviser and/or administrator to other investment
companies or series of investment companies, and Reserves has no objection to
either Xxxxxxxx or NBAI so acting. Reserves further acknowledges that the
persons employed by both Xxxxxxxx and NBAI to assist in the performance of their
duties under this Agreement may not devote their full time to such service and
nothing contained in this Agreement shall be deemed to limit or restrict the
right of Xxxxxxxx or NBAI or any affiliate of either to engage in and devote
time and attention to other businesses or to render services of whatever kind or
nature.
11. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to Reserves, Xxxxxxxx or NBAI shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To Reserves:
Nations Institutional Reserves
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Secretary
To Stephens:
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Xx.
To NBAI:
NationsBanc Advisors, Inc.
Xxx Xxxx xx Xxxxxxx Xxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other parties.
(c) This Agreement shall be construed in accordance with the laws
of the Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
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(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
(f) This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters described herein.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
XXXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------
Xxxxxxx X. Xxxxx, Xx.
Senior Vice President
NATIONSBANC ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Xxxxxx X. Xxxxxx
Senior Vice President and
Chief Operating Officer
NATIONS INSTITUTIONAL RESERVES
By: /s/ Xxxxx X. Xxxxx, Xx.
-----------------------
Xxxxx X. Xxxxx, Xx.
Assistant Secretary
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SCHEDULE I
1. Cash Reserves
2. Treasury Reserves
3. Municipal Reserves
4. Government Reserves
5. Money Market Reserves
6. California Tax Exempt Reserves
7. California Municipal Bond Fund
8. Asset Allocation Fund
9. Capital Income Fund
10. Intermediate Bond Fund
11. Blue Chip Fund
12. Emerging Markets Fund
13. International Value Fund
14. Xxxxxxx Growth & Income Fund
15. Xxxxxxx Focused Equities Fund
16. International Equity Fund
Amended: August 19, 1999
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IN WITNESS WHEREOF, the parties hereto have caused this amended
Schedule I to be executed by their duly authorized officers designated below as
of the 19th day of August, 1999.
XXXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
--------------------------
Xxxxxxx X. Xxxxx, Xx.
Senior Vice President
NATIONSBANC ADVISORS, INC.
By /s/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx
President
NATIONS RESERVES
By: /s/ Xxxxx X. Xxxxx, Xx.
--------------------------
Xxxxx X. Xxxxx, Xx.
Assistant Secretary
I-2
SCHEDULE A
For services rendered pursuant to this Agreement, Reserves will pay
Xxxxxxxx and NBAI, in the aggregate, an administration fee, computed daily and
payable monthly, based on annual rate of each Fund's daily net assets as
follows:
1. Money Market Funds: 0.10%
2. Fixed Income Funds (except
Nations Intermediate Bond Fund): 0.22%
3. Nations Intermediate Bond Fund: 0.17%
4. International Funds (except
Nations International Equity Fund and
Nations International Value Fund): 0.22%
5. Nations International Equity Fund and
Nations International Value Fund: 0.17%
6. Domestic Equity Funds (except
Nations Blue Chip Fund, Nations
Xxxxxxx Focused Equities Fund and
Nations Xxxxxxx Growth & Income Fund): 0.23%
7. Nations Blue Chip Fund: 0.18%
8. Nations Xxxxxxx Focused Equities Fund and
Nations Xxxxxxx Growth & Income Fund: 0.13%
It is understood and agreed among the parties that the aggregate
administration fee payable hereunder shall be divided by and between Xxxxxxxx
and NBAI, as they may agree from time to time.
In addition to the asset-based fee set forth above, Reserves shall
reimburse Xxxxxxxx, NBAI and any sub-administrator engaged pursuant to Paragraph
4 for certain reasonable out-of-pocket expenses incurred by them in connection
with the performance of their respective duties hereunder.
Reimbursable out-of-pocket expenses shall include the following:
reasonable costs associated with postage (including overnight services),
telephone, telecommunications (including facsimiles), duplicating, pricing
services, and forms and supplies.
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IN WITNESS WHEREOF, the parties hereto have caused this amended
Schedule A to be executed by their duly authorized officers designated below as
of the 18th day of November, 1999.
XXXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------
Xxxxxxx X. Xxxxx, Xx.
Senior Vice President
BANC OF AMERICA ADVISORS, INC.
(Formerly, NationsBanc Advisors,
Inc.)
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Xxxxxx X. Xxxxxx
Senior Vice President and
Chief Operating Officer
NATIONS RESERVES
on behalf of the Funds
By: /s/ Xxxxx X. Xxxxx, Xx.
-----------------------
Xxxxx X. Xxxxx, Xx.
Assistant Secretary
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