Exhibit (m)(5)
SERVICES AGREEMENT
This Agreement is made as of the day of between (i)
Xxxxxxxxxxx & Co., Inc. ("Xxxxxxxxxxx") and (ii) Xxxxxxxx Financial Services,
Inc. ("Fund Party").
RECITALS
A. Fund Party is the principal underwriter for each of the open-end
investment companies, and series of such companies, identified in Schedule I
hereto, as such Schedule I may be amended from time to time (each such company
or series being referred to herein as a "Fund"). The Funds offer various classes
of their shares.
X. Xxxxxxxxxxx has entered into a Sales Agreement, a telephone exchange
agreement, a Networking Agreement, and an Administration, Shareholder Services
and Distribution Agreement with Fund Party relating to the distribution of
shares of the Funds, services relating to the NETWORKING system of the
National Securities Clearing Corporation ("NSCC") and provision of shareholder
servicing and/or account maintenance, respectively.
X. Xxxxxxxx Data Corp. ("SDC") is the shareholder servicing agent for each
Fund.
D. Although the Networking Agreement and the Administration, Shareholder
Services and Distribution Agreement provide for Oppenheimer to be compensated
for its services in connection with investments in the Funds by customers of
Oppenheimer, including Clients (as defined below), this Agreement supercedes
such agreements in respect of investments of Clients in the Funds.
X. Xxxxxxxxxxx has established a mutual fund "wrap" program called
Portfolio Advisory Service (the "Program") and charges account management fees
on all assets invested pursuant to the Program.
X. Xxxxxxxxxxx will perform certain record keeping, shareholder
communication, shareholder servicing and/or account maintenance and other
services for clients who invest in Funds through the Program ("Clients").
X. Xxxxxxxxxxx is willing to perform such services on the terms and
conditions set forth herein and for the compensation from Fund Party provided
for herein
AGREEMENT
THEREFORE, in consideration of the foregoing and the mutual promises set
forth below, the parties agree as follows:
I. Services. During the term of this Agreement, Oppenheimer shall perform,
in respect of Clients in the Program, the services set forth on Exhibit A
hereof, as such exhibit may be amended from time to time (the "Services").
II. Fees. For certain of the services it provides to Fund Party and the
Funds, Oppenheimer shall receive a fee (the "Fee") based on the percentage per
annum on Exhibit C
applied to the average daily value of the shares of Funds held by Clients,
subject to the exclusions set forth in Exhibit B. The Fee shall be calculated
and paid in accordance with Exhibit B hereto. To the extent the Fee is paid with
funds paid to Fund Party pursuant to a plan adopted by a Fund pursuant to Rule
12b-1 under the Investment Company Act (the "Company Act"), such Fee shall be
paid to Oppenheimer exclusively in respect of its provision of personal services
and/or the maintenance of shareholder accounts.
III. Effectiveness of Agreement; Term.
A. This Agreement will become effective as to any particular Fund as of the
later of (i) the date set forth on Schedule I opposite the name of such Fund or
(ii) such later date as Oppenheimer may, in its discretion, designate in
writing, but in no event, with respect to any Fund that offers to the public
more than one class of shares, before the effective time of all agreements and
other documents containing such representations, warranties, covenants, and
agreements as may be required by any order of the Securities and Exchange
Commission relating to the offer and sale of such multiple classes of shares.
B. This Agreement may be terminated by either party as to any Fund upon 90
days' written notice, or upon such shorter notice as is required by law, order,
or instruction by a court of competent jurisdiction or a regulatory body or
self-regulatory organization with jurisdiction over the terminating party. This
Agreement shall automatically terminate (1) as to any Fund upon the termination
of Fund Party's engagement as the distributor for such Fund (except in
connection with any assignment of this Agreement approved by Oppenheimer
pursuant to Section XIV), and (2) as to all Funds if the representations and
warranties of Oppenheimer contained in clause (v) or (vii) of Section VI.b.
cease to be true. After the date of such a termination as to any Fund, with
respect to such Fund the parties agree that they will negotiate in good faith to
reach agreement with respect to whether and to what extent Fund Party will
continue to pay the Fee. Upon being presented with an invoice, Fund Party shall
reimburse Oppenheimer promptly for any reasonable out-of-pocket expenses
Oppenheimer actually incurs at the request of Fund Party in effecting any
termination of this Agreement, including delivery to SDC, any Fund or Fund Party
of any records, instruments, or documents requested by Fund Party, if such
termination is by Fund Party.
IV. Operational Matters. In processing purchase, redemption, transfer, and
exchange orders placed by Oppenheimer on behalf of Clients, and in order to
facilitate Xxxxxxxxxxx'x performance of the Services, Fund Party and Oppenheimer
each agrees to follow and comply with, and use its reasonable best efforts to
cause each Fund to follow and comply with, the procedures, terms and conditions
set forth in the operating procedures set forth in Exhibit D hereto, as
supplemented or amended from time to time by the mutual agreement of the parties
hereto (the "Operating Procedures").
V. Transaction Charges. The parties acknowledge and agree that Oppenheimer
may collect such transaction fees from certain customers for certain special
trading services and from other customers upon such other customers' redemption
of certain shares.
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VI. Representations, Warranties and Covenants.
A. Fund Party represents and warrants to Oppenheimer that Fund Party and
the persons executing this Agreement on its behalf are duly authorized and
empowered to execute and deliver this Agreement on behalf of Fund Party and
that, when duly executed and delivered by each party, this Agreement shall
constitute the legal, valid and binding obligation of Fund Party, enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
X. Xxxxxxxxxxx represents and warrants that: (i) it and the persons
executing this Agreement on its behalf are duly authorized and empowered to
enter into this Agreement and that, when duly executed and delivered by each
party, this Agreement shall constitute the legal, valid and binding obligation
of Oppenheimer, enforceable in accordance with its terms; (ii) the activities of
Oppenheimer contemplated by this Agreement comply with all provisions of federal
and state securities laws applicable to such activities; (iii) Oppenheimer has
obtained such registrations and qualifications as are necessary to permit it to
perform its obligations hereunder; (iv) the arrangements provided for in this
Agreement will be disclosed to Xxxxxxxxxxx'x Clients, to the extent required by
law; (v) it is, and shall remain for the term of this Agreement, duly registered
as a broker-dealer under the Securities Exchange Act of 1934, as amended; (vi)
it is, and shall remain for the term of this Agreement, duly registered as a
broker-dealer under the laws of each state or territory of the United States in
which Oppenheimer makes shares of any Fund available to its customers; (vii) it
is, and shall remain for the term of this Agreement, a member in good standing
of the National Association of Securities Dealers, Inc. ("NASD"); and (viii) all
of its personnel involved with the carrying out of this Agreement requiring
registration under federal or state securities laws or under the rules of the
NASD are and will remain appropriately registered during the term of this
Agreement to the extent required by such laws or rules.
C. Fund Party and Oppenheimer each agree to comply with all provisions of
federal and state laws, rules and regulations, including the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), applicable to its respective
activities under this Agreement. Oppenheimer represents and warrants that the
receipt of compensation under this Agreement by Oppenheimer will not violate any
federal or state laws, rules or regulations, including ERISA.
VII. Compliance Responsibilities; Uncontrollable Events; Indemnification.
A. Fund Party acknowledges and agrees that Oppenheimer is not responsible
for: (i) any information contained in any prospectus, registration statement,
annual report, proxy statement, or item of advertising or marketing material of
or relating to any Fund (except for advertising or marketing materials prepared
by Oppenheimer which are the responsibility of Oppenheimer except that Fund
Party shall be responsible for any information provided to Oppenheimer by Fund
Party or any Affiliate, as such term is defined below, for use in such marketing
materials); (ii) the tabulation of returned proxies; (iii) the registration or
qualification of any shares of any Fund under any federal or applicable state
laws; or (iv) the compliance or failure to comply by any Fund or Fund Party, or
any "affiliated person" (as that term is defined in the
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rules under the Investment Company Act of 1940, as amended (the "Company Act"))
of any of them (each, an "Affiliate"), with any applicable federal or state law,
rule, or regulation (including the Company Act, the Investment Advisers Act of
1940, as amended, and the rules and regulations thereunder) or the rules and
regulations of any self-regulatory organization with jurisdiction over Fund
Party or such Fund or Affiliate, except to the extent the failure so to comply
by Fund Party or any Fund or Affiliate is caused by Xxxxxxxxxxx'x failure to
comply with any of the applicable foregoing laws, rules, or regulations or its
breach of this Agreement.
X. Xxxxxxxxxxx acknowledges and agrees that neither Fund Party nor any Fund
or any Affiliate is responsible for Xxxxxxxxxxx'x compliance or failure to
comply with any applicable law, rule, or regulation governing Xxxxxxxxxxx'x
performance of the Services, except to the extent that Xxxxxxxxxxx'x failure to
comply with any such law, rule, or regulation is caused by the failure of Fund
Party, any Fund, or any Affiliate to comply with any applicable law, rule, or
regulation or Fund Party's breach of this Agreement.
C. In providing the Services, Oppenheimer is entitled to rely on any
written records or instructions provided to it by Fund Party or any Fund, by
their authorized employees, officers, or agents, or by Clients.
D. Fund Party has full authority to take such action as Fund Party may deem
advisable in respect of all matters pertaining to the continuous offering of
shares. Fund Party reserves the right in its sole discretion to suspend sales or
withdraw the offering of shares of any Fund, in accordance with the relevant
prospectus, at any time after Oppenheimer has received reasonable notice that
such shares will no longer be available, provided, however, that in the event
that Fund Party is required by law or regulation to suspend-sales or withdraw
the offering of shares of any Fund, Fund Party may immediately suspend sales or
withdraw the offering of such shares and will use its best efforts to notify
Oppenheimer prior to such suspension or withdrawal.
E. Except to the extent specifically set forth in this Agreement or in the
Operating Procedures, neither party assumes any responsibility hereunder, and
will not be liable to the other (and Oppenheimer will not be liable to any Fund
or any Affiliate) for any damage, loss of data, delay, or any other loss
whatsoever caused by events beyond its reasonable control.
F. Fund Party shall indemnify, defend and protect Oppenheimer and each
director, officer, employee, shareholder and agent of Oppenheimer and hold
Oppenheimer and each such director, officer, employee, shareholder and agent
harmless from and against any and all claims, demands, actions, losses, damages,
liabilities, costs, charges, reasonable counsel fees, and expenses of any nature
it or they incur ("Losses") arising out of (i) any material inaccuracy or
omission in any prospectus, registration statement, annual report or proxy
statement, of any Fund or any advertising or promotional material generated by
Fund Party; (ii) any material inaccuracy in any information published or
provided by Fund Party or any Affiliate used by Oppenheimer in preparing
advertising or promotional material, (iii) any breach by Fund Party of any
representation, warranty, covenant, or agreement contained in this Agreement or
the Operating Procedures, except to the extent such Losses result from
Xxxxxxxxxxx'x breach of this Agreement, willful misconduct, or gross negligence
or (iv) any action taken or omitted to be
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taken by Oppenheimer pursuant to this Agreement, except to the extent such
Losses result from Xxxxxxxxxxx'x breach of this Agreement, willful misconduct,
or gross negligence. The parties specifically acknowledge that the Funds shall
not generate any advertising or promotional materials.
X. Xxxxxxxxxxx shall indemnify, defend, and protect Fund Party, each Fund,
each trust or corporation of which a Fund is a series and each of their
respective directors, trustees, controlling persons, officers, employees, and
agents, and hold each Fund, Fund Party, each such trust or corporation, and each
such director, trustee, controlling person, officer, employee, and agent
harmless from and against any and all Losses arising out of Xxxxxxxxxxx'x
willful misconduct or gross negligence in the performance of, or failure to
perform, its obligations under this Agreement, except to the extent such Losses
result from Fund Party's breach of this Agreement or Fund Party's or such Fund's
willful misconduct or gross negligence.
VIII. Role and Relationship of Oppenheimer. The parties acknowledge and
agree that the Services are record keeping, shareholder communication
shareholder servicing and/or account maintenance and related services only and
are not the services of a principal underwriter of any Fund within the meaning
of the Securities Act of 1933, as amended, or the Company Act. In performing
services under this Agreement or any agreement relating to a Fund involving
mutual fund services processes made available through the NSCC, Oppenheimer will
act as agent of Clients (and not of any Fund or Fund Party or any other service
provider to a Fund) in placing with a Fund orders for the purchase, redemption
and exchange of Shares except as contemplated in the next paragraph and related
provisions hereof.
At the discretion of Oppenheimer upon ten (10) days notice to Fund Party,
Oppenheimer will be deemed to be appointed to act, and Oppenheimer would agree
to act, as agent for the following purpose: If Clients will invest in a Fund
through Oppenheimer omnibus accounts (the "Accounts"), on each day on which a
Fund calculates its net asset value (a "Business Day"), Oppenheimer shall
aggregate and calculate the net purchase and redemption orders for each Account
maintained by the Fund in which Clients' assets are invested. Net orders shall
only reflect Clients' orders that Oppenheimer has received prior to the close of
regular trading on the New York Stock Exchange, Inc. (the "NYSE") (currently
4:00 p.m., Eastern time) on that Business Day. Orders that Oppenheimer has
received as agent of Fund Party after the close of regular trading on the NYSE
shall be treated as though received on the next Business Day. Each communication
of orders by Oppenheimer as agent of Fund Party shall constitute a
representation that such orders were received by Oppenheimer prior to the close
of regular trading on the NYSE on the Business Day on which the purchase or
redemption order is priced in accordance with Rule 22c- 1 under the Company Act.
Provided that Oppenheimer as agent of Fund Party complies with the foregoing,
Oppenheimer shall be deemed to be an agent of Fund Party to the extent orders
refer to a Fund for the sole purpose of receiving instructions from Clients for
the purchase, redemption and exchange of shares of the Fund prior to the close
of regular trading each Business Day and communicating orders based on such
instructions to the Fund's transfer agent, all as specified herein. The Business
Day on which Oppenheimer as agent of Fund Party receives such instructions prior
to the close of regular trading on the NYSE shall be the Business Day on which
such orders will be deemed to be received by Fund Party as a result of such
instructions.
5
Oppenheimer acknowledges that, on and after the date Oppenheimer becomes agent
of Fund Party, its Clients will be transacting business with Oppenheimer and not
with Fund Party, and that they may look only to Oppenheimer for resolution of
problems or discrepancies in their accounts at the Funds or between those
accounts and the Accounts.
Other procedures relating to the Funds shall be in accordance with the
Operating Procedures, as well as with the Prospectus and Statement of the
relevant Fund. The terms "Prospectus" and "Statement" as used herein refer
respectively to the then current prospectus and statement of additional
information relating to the Shares forming parts of the Registration Statement
on Form N-1A of a Fund under the Securities Act of 1933, as amended, and the
Company Act.
Payment for shares of a Fund ordered from Fund Party must be received at
the time, and in the manner, set forth in the Operating Procedures, as amended
from time to time. All orders are subject to acceptance or rejection by Fund
Party or the relevant Fund in the sole discretion of either, and orders shall be
effective only upon receipt in proper form. The Funds may delay redemption of
shares of a Fund to the extent permitted by the Company Act.
IX. Use of Xxxxxxxxxxx'x Name. Without Xxxxxxxxxxx'x prior written consent,
Fund Party will not, nor will Fund Party cause or permit any Fund to, describe
or refer to Oppenheimer or the Services or the relationship contemplated by this
Agreement in any advertisement or promotional materials or activities.
X. Proprietary Information. Oppenheimer, on the one hand, and Fund Party,
on the other hand, acknowledge that the identities of the other party's
customers, as well as information maintained by such other party regarding those
customers, and all computer programs and procedures developed by such other
party or such other party's agents in connection with this arrangement
constitute the valuable property of such other party ("Proprietary
Information"). Oppenheimer and Fund Party agree that should any party be
furnished any confidential list or compilation of the identities of the other
party's customers or other information about the other party or any other
property of such party, other than such information as may be independently
developed or compiled by a party from information supplied to it by the other
party's customers who also maintain accounts directly with it outside the
Programs or from information which is otherwise publicly available, pursuant to
this Agreement or any other agreement related to services under this Agreement,
the party who acquired such information or property shall use its best efforts
to hold such information or property in confidence and refrain from using,
disclosing, or distributing any of such information or other property except (i)
with the other party's prior written consent, (ii) as required by law or
judicial process or (iii) upon request of any regulatory authority. The parties
acknowledge that any breach of the foregoing agreements as to the other party
would result in immediate and irreparable harm to such other party for which
there would be no adequate remedy at law and agree that in the event of such a
breach such other party will be entitled to equitable relief by way of temporary
and permanent injunctions, as well as such other relief as any court of
competent jurisdiction deems appropriate.
6
XI. Information to be Provided. Fund Party has provided to Oppenheimer and,
as to each Fund, shall provide to Oppenheimer prior to the effectiveness of this
Agreement as to such Fund, the following information and documents:
A. A list of the officers or other representatives of Fund Party who are
authorized to instruct Oppenheimer in connection with the Services with respect
to such Fund, together with specimen signatures of those persons;
B. Two copies of the then-current Prospectus and Statement for each such
Fund. Fund Party shall furnish Oppenheimer with written copies of any amendments
to or changes in any of the documents referred to in this Section as soon as
practicable after such amendments or changes become available;
C. Information concerning the performance of each Fund for the most recent
calendar quarter for, the year-to-date and for the one-, five and ten-year
period (or for the life of the Fund) for the period ended the most recent
calendar quarter; list of portfolio holdings as of the end of each quarter;
description of changes to the Fund's investment objectives, policies and
restrictions during the quarter; and prompt notice of any change in the persons
responsible for day-to-day management of the Fund and any other relevant
information requested, using the format, medium and calculation methods
specified by Oppenheimer.
XII. Sales Support and Training. Fund Party agrees to provide a sales
support contact at the Fund Party to respond to questions from Xxxxxxxxxxx'x
marketing staff and registered representatives. Fund Party also agrees to
provide Fund training to Xxxxxxxxxxx'x registered representatives as required.
XIII. Nonexclusivity. Fund Party acknowledges that Oppenheimer may perform
services similar to those to be provided under this Agreement to other
investment companies, investment company sponsors, or service providers to
investment companies.
Oppenheimer acknowledges that the Fund Party may enter into similar
agreements with other service providers or other third parties.
XIV. Assignability. This Agreement is not assignable by either party
without the other party's prior written consent; provided that Oppenheimer may,
without Fund Party's consent, but with prior written notification, assign its
rights and obligations under this Agreement to any corporation that: (i)
succeeds to its business as investment advisor and/or broker-dealer or controls,
is controlled by, or is under common control with Xxxxxxxxxxx; (ii) is
registered as a transfer agent under Section 17A(c) of the Securities Exchange
Act of 1934, as amended, and (iii) is otherwise capable of performing the
obligations and making the representations and warranties of Oppenheimer
hereunder.
XV. Notices. All notices required by this Agreement shall be in writing and
delivered personally or sent by first class mail. All notices and other
communications concerning this Agreement will be deemed to have been received as
of the earlier of actual physical receipt or
7
three days after deposit, first class postage prepaid, in the United States
Mail. All such notices and other communications shall be made:
if to Oppenheimer, to:
Xxxxxxxxxxx & Co., Inc.
One World Financial Center
000 Xxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
with a copy to:
Xxxxxxxxxxx & Co, Inc.
One World Financial Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
if to Fund Party, to the address given below in the signature block.
XVI. Exhibits. All Exhibits and Schedules attached to this Agreement, as
they may be amended from time to time, are by this reference incorporated into
and made a part of this Agreement.
XVII. Entire Agreement; Amendment. This Agreement (including the Exhibits
and Schedules hereto), together with the Operating Procedures, constitute the
entire agreement between the parties as to the subject matter hereof and
supersede any and all agreements, representations, and warranties, written or
oral, regarding such subject matter made prior to the time at which this
Agreement has been executed and delivered by Oppenheimer and Fund Party other
than the telephone exchange agreement and the Networking Agreement referred to
in the Recitals above. This Agreement and the Exhibits and Schedules hereto may
be amended only by a writing executed by each party hereto that is to be bound
by such amendment.
XVIII. Maintenance of Records. Oppenheimer will maintain all records
required by law, including records detailing the services it provides in return
for the fees to which it is entitled under this Agreement. Such records shall be
preserved, maintained and made available to the extent required and in
accordance with the Company Act and the rules thereunder. Upon the request of
Fund Party, Oppenheimer shall make copies or originals (if required) of such of
these records available to the Fund Party. Oppenheimer agrees that it will
permit Fund Party or its designees to have reasonable access to its personnel
and records in order to facilitate the monitoring of the quality of the services
provided under this Agreement. Oppenheimer shall have the right to delete
customer names from the records produced. Oppenheimer also agrees to
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promptly notify the Fund or Fund Party if Oppenheimer experiences any difficulty
in maintaining the records described in this Section in an accurate and complete
manner. This provision shall survive the termination of this Agreement.
XIX. Governing Law. This Agreement will be governed by and interpreted
under the laws of the State of New York as applied to contracts entered into and
to be performed entirely within that state (without reference to conflict of
laws provisions thereof).
XX. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument.
XXI. Limitation of Liability. Any printed information that is furnished by
Fund Party other than the Prospectus, the Statement, information supplemental to
the Prospectus and the Statement, periodic reports and proxy solicitation
materials are the sole responsibility of Fund Party, and not the responsibility
of any Fund, and Oppenheimer agrees that the Funds, the shareholders of the
Funds and the officers and governing Boards of the Funds shall have no liability
or responsibility to Oppenheimer in these respects. Oppenheimer also agrees that
the payment of compensation under this Agreement is, except as set forth in
Exhibit C hereto, solely the responsibility of Fund Party and not that of any
Fund, and Oppenheimer agrees that the Funds, the shareholders of the Funds and
the officers and governing Boards of the Funds shall have no liability or
responsibility to Oppenheimer with respect to any indebtedness, liability or
obligation hereunder.
XXII. Rule 12b-1 Related Agreement. The parties acknowledge and agree that
it is contemplated that Fund Party will pay Oppenheimer the fees contemplated by
Section II with fees received from the Funds pursuant to duly adopted Rule 12b-1
plans and that this Section of the Agreement is a "related agreement" as such
term is used in Rule 12b-1. In accordance with Rule 12b-1, for so long as this
Section is in effect in respect of a Fund, any person authorized to direct the
disposition of monies paid or payable by the Fund pursuant to this Agreement
shall provide the Fund's Board of Directors/Trustees, and the Directors/
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made. For so long as
this Section is in effect in respect of a Fund, any fees paid by Fund Party to
Oppenheimer pursuant to Section II in respect of shares of the Fund shall be
made solely for personal services and/or the maintenance of shareholder
accounts. For greater certainty, for so long as this Section is in effect in
respect of a Fund, no part of such fee shall be paid for subtransfer agency
services, subaccounting services, or administrative services provided by
Oppenheimer. The provisions of this Section applicable to a Fund will remain in
effect for not more than a year and thereafter for successive annual periods
only so long as such continuance is specifically approved at least annually in
conformity with Rule 12b-1 and the Company Act. Notwithstanding anything else in
this Agreement, the provisions of this Section shall automatically terminate
with respect to a Fund in the event of the assignment (as defined by the Company
Act) of this Agreement, in the event such Fund terminates or does not continue
the related 12b-1 plan or in the event this Agreement terminates or ceases to
remain in effect. In addition, the provisions of this Section may be terminated
in respect of a Fund at any time, without penalty, by either party
9
and by the Fund, on not more than 60 days' nor less than 30 days' written notice
to the other party (to the parties in the case of termination by a Fund). From
and after the date this Section is no longer in effect in respect of a Fund,
Fund Party will not make any payments to Oppenheimer pursuant to Section II from
12b-1 fees received from such Fund (except those relating to obligations that
had accrued through to the date that this Section is no longer effective in
respect of the Fund).
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
XXXXXXXXXXX & CO., INC.
By:
------------------------------------------
Its:
-----------------------------------------
XXXXXXXX FINANCIAL SERVICES, INC.
Fund Party
By:
------------------------------------------
Its: PRESIDENT
Address:
000 XXXX XXXXXX
XXX XXXX, XX 00000
Attn: XXXXXX XXXXXX
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SCHEDULE I
(List of Funds/Portfolios/Classes
to which fees are applicable)
Fund & Cusip number Date
Xxxxxxxx Frontier Fund July 17, 1997
Xxxxxxxx Municipal Fund Series - National Series July 17, 1997
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EXHIBIT A
SERVICES
Capitalized terms used in this Exhibit have the meanings given them in the
agreement to which this Exhibit is attached (the "Agreement").
Record Maintenance.
Fund Party or its agents shall establish an account and maintain
records for each Client who holds shares of any Fund, which records shall
include:
1. Number of shares;
2. Date and price of purchases and redemptions (including dividend
reinvestments) and dates and amounts of dividends paid available
on-line the next Business Day after effected and for at least the
twelve month period; available thereafter in accordance with the
record retention requirements of the Company Act;
3. Name and address of each such Xxxxxxxxxxx customer, including zip
codes and tax identification numbers;
4. Records of distributions and dividend payments;
5. Any transfers of shares; and
6. Overall control records.
Under the circumstances set forth in Section VIII of the Agreement, such
records will be transferred to, and thereafter maintained by, Xxxxxxxxxxx or its
agents.
Fund Communications.
Fund Party shall prepare a quarterly report of the value of shares held by
each Client for each business day on which the Fee is to be paid pursuant to the
Agreement. Such quarterly reports shall reference both share and dollar amounts,
and shall be subject to verification by Xxxxxxxxxxx based on such reports of
Fund Party that shall be made available to Xxxxxxxxxxx at reasonable times and
as reasonably necessary for such verification.
Shareholder Communications.
Xxxxxxxxxxx or its agents shall:
A. Mail Fund prospectuses, statements of additional information, and any
supplements thereto, upon customer request and, as applicable, with
confirmation statements;
A-1
B. As to each Fund, at the expense of such Fund, provide for the mailing
of updated prospectuses, annual and semiannual reports, proxy
statements, and other appropriate shareholder communications either
through internal services or with a mailing;
C. Mail statements to customers on a monthly basis (or, as to accounts in
which there has been no activity in a particular month, no less
frequently than quarterly), showing, among other things, the number of
shares of each Fund owned by such customer and the net asset values of
such Funds as of a recent date;
D. Produce and mail to customers confirmation statements reflecting
purchases and redemptions of shares of each Fund in Xxxxxxxxxxx'x
accounts; and
E. Respond to customer inquiries regarding, among other things, share
prices, account balances, dividend amounts, and dividend payment
dates.
Transactional Services.
Xxxxxxxxxxx or its agents shall communicate, as to shares of each Fund,
purchase, redemption and exchange orders reflecting the orders it receives from
its customers, in accordance with the procedures contemplated in the Agreement.
Tax information Returns and Reports.
Xxxxxxxxxxx or its agents shall prepare and file with the appropriate
governmental agencies such information, returns and reports as are required
to be so filed for reporting (i) dividends and other distributions made, (ii)
amounts withheld on dividends and other distributions and payments under
applicable federal and state laws, rules and regulations, and (iii) gross
proceeds of sales transactions as required. Fund Party shall provide to
Xxxxxxxxxxx in a timely manner the information regarding the Fund to be included
in shareholder tax statements during the year.
Miscellaneous.
Xxxxxxxxxxx and Fund Party shall each perform any and all duties,
functions, procedures and responsibilities assigned to it and as otherwise
established by the National Securities Clearing Corporation ("NSCC") applicable
to Fund/SERV and NETWORKING Matrix Level 3 (broker-controlled) or any other
mutually agreeable matrix level utilized in the future.
NSCC rules and procedures relating to Fund/SERV and NETWORKING, as
applicable, shall govern any matter in which any provision of this Agreement
conflicts with such NSCC rule or procedure; provided, however, that this
sentence shall not prohibit modifications to the NSCC's standard Matrix Levels
that are agreed to by the parties hereto.
A-2
EXHIBIT B
CALCULATION OF FEE
Capitalized terms used in this Exhibit have the meanings given them in the
agreement to which this Exhibit is attached (the "Agreement").
1. Fund Party shall pay to Xxxxxxxxxxx, a fee, computed daily and paid
quarterly in arrears, equal to the percentage specified on Exhibit C to the
Agreement applied to the average daily net assets of the Funds held by or
on behalf of Clients (subject to the exclusion in the next sentence).
Notwithstanding the preceding sentence there shall be excluded from the
computation of such amount the value of shares first placed or purchased by
or on behalf of Clients after the termination of the Agreement. Such a
report shall reference dollars and shares and would be subject to
verification by Xxxxxxxxxxx.
2. As soon as practicable after the end of each quarter, for each
Fund, Fund Party shall send Xxxxxxxxxxx, in the manner called for in the
Agreement, a statement of the average daily value for the preceding quarter
of shares of such Fund as to which the fee called for in Section I of this
Exhibit is calculated, together with a statement of the amount of such fee.
3. Fund Party shall pay Xxxxxxxxxxx such fee within 30 days after the
end of each quarter. Such payment shall be by wire transfer or via the
National Securities Clearing Corporation ("NSCC") Fund/SERV commission
settlement system. Wire transfers shall be sent to the accounts and in the
manner specified in the Operating Procedures. Such wire transfers shall be
separate from wire transfers of redemption proceeds and distributions.
Amounts of less than $500 may, at Fund Party's discretion, be paid by
check.
4. For purposes of this Exhibit, the average daily value of the shares
of each Fund will be based on the net asset values reported by Fund Party
to Xxxxxxxxxxx.
5. Fund Party shall pay or cause to be paid to Xxxxxxxxxxx an amount
equal to $ per account per year for the networking services set forth
herein. Such amount shall be paid quarterly within 30 days after Fund
Party's receipt of a statement from Xxxxxxxxxxx setting forth the number of
Client accounts opened during the previous quarter. Such amounts shall be
included in payments made pursuant to paragraph 3 above.
X-0
XXXXXXX X
XXXXXX XX XXXX
X-0
XXXXXXX X
OPERATING PROCEDURES
Capitalized terms used in this Exhibit have the meanings given them in the
agreement to which this Exhibit is attached (the "Agreement").
I. a. Fund Party agrees to comply with all the terms, conditions, agreements,
and obligations contained herein, and to cause any of their respective agents
performing services related to this Agreement to comply with those respective
obligations.
x. Xxxxxxxxxxx will open accounts with a Fund on behalf of each Client that
selects such Fund as an investment alternative under the Program. SDC, as
shareholder servicing agent for the Funds, shall maintain an account for each
such Client as is customary in NSCC's Matrix Level 3 (broker-controlled).
Without limiting the generality of the foregoing, Fund Party will process
purchase, redemption and exchange transactions placed by Xxxxxxxxxxx on behalf
of Clients, and pay dividends to Clients at the times and in the manner provided
in the rules and procedures relating to NSCC Matrix Level 3.
Xxxxxxxxxxx may submit a purchase, exchange or redemption order (an
"Order") for shares of a Fund on behalf of a Client to such Fund Party via NSCC
Fund/SERV and NETWORKING systems in accordance with their standard processing
procedures.
Anything in this Agreement to the contrary notwithstanding, Orders shall be
placed and settlement shall be made at the time and in the manner provided in
the rules and procedures relating to Fund/SERV and NETWORKING.
The provisions of this paragraph 1(b) (other than those relating to
Fund/SERV and NETWORKING) shall cease to apply on and after Xxxxxxxxxxx becomes
an agent of Fund Company under Section VIII of the Agreement and, in lieu
thereof, paragraphs 2, 3, 4, 7 and 10 of these Operating Procedures shall become
effective.
2. The Accounts
x. Xxxxxxxxxxx will open two omnibus accounts per Fund: one for Clients
electing the reinvestment of capital gains and dividends distributions
and one for Clients electing cash distributions of dividends and
capital gains. Accounts will be established as matrix level 3 or
another mutually agreeable matrix level designation.
b. The parties agree that Xxxxxxxxxxx has the right to open additional
accounts from time to time to accommodate other investment options and
features, and to consolidate existing accounts if and when appropriate
to meet the needs of the Program.
c. Fund Party shall designate each such account with account numbers. The
Fund Party may maintain separate account numbers, but must be able to
cross reference Xxxxxxxxxxx account numbers as required. Account
numbers will be the means of identification when the parties are
transacting business in the account.
D-1
d. The parries acknowledge that the accounts subject hereto are omnibus
accounts in the name of Xxxxxxxxxxx & Co., Inc. with interests held
for the benefit of any number of beneficial owners and are segregated
from Xxxxxxxxxxx'x own assets.
e. Fund Party agrees to use its reasonable best efforts to cause all of
these accounts to be kept open on each Fund's books regardless of a
lack of activity or small position size except to the extent
Xxxxxxxxxxx takes specific action to close an account, subject to such
Fund's policies as set forth in its then current Prospectus and
Statement.
x. Xxxxxxxxxxx reserves the right to issue telephone instructions to each
Fund to move shares between any Xxxxxxxxxxx omnibus account and any
other omnibus account Xxxxxxxxxxx may open to the extent permitted in
the relevant prospectus.
3. Purchase and Redemption Orders
a. For each day on which any Xxxxxxxxxxx customer places with Xxxxxxxxxxx
an Order for shares of a Fund, Xxxxxxxxxxx shall aggregate all such
Orders and communicate to such Fund Party via NSCC Fund/SERV and
Networking standard processing procedures. For purposes of this
Agreement, a "Business Day" is any day on which a Fund's net asset
value is determined.
b. The procedures to be followed for purchases, redemptions, and
exchanges shall be as follows: On each Business Day Xxxxxxxxxxx may
receive instructions from the shareholders for Orders. Orders received
and accepted by Xxxxxxxxxxx prior to 4:00 p.m. Eastern Time (the
"Close of Trading") on any given Business Day (the "Trade Date") and
transmitted to Fund Party by 9:00 a.m. Eastern Time on the next
Business Day shall be executed by Fund Party at the net asset value
determined as of the Close of Trading for the preceding Business Day
which is the Trade Date.
c. In no event shall Xxxxxxxxxxx accept Orders on any Business Day after
the Close of Trading on that Business Day. Orders received in proper
form by Xxxxxxxxxxx after the Close of Trading on any Business Day
shall be treated as if received by Xxxxxxxxxxx on the next following
Business Day. Xxxxxxxxxxx warrants that all instructions Xxxxxxxxxxx
shall transmit to Fund Party for processing as of a particular Trade
Date will relate only to Orders received by Xxxxxxxxxxx prior to the
Close of Trading on that Trade Date.
4. Settlement of Transactions
a. Anything in this Agreement to the contrary notwithstanding, Orders
shall be placed and settlement shall be made at the time and in the
manner provided in the rules and procedures relating to Fund/SERV and
NETWORKING where a Fund participates in those systems. Xxxxxxxxxxx
will transmit the dollar amount of each purchase order to the relevant
Fund or its agent and in accordance with NSCC standard processing
procedures. However, if one or more Funds has determined to settle
redemption transactions for all of its shareholders on a delayed basis
(more than one Business Day,
D-2
but in no event more than seven calendar days, after the date on which
the redemption order is received, unless otherwise permitted by an
order of the Securities and Exchange Commission under Section 22(e) of
the Company Act), Fund Party shall be permitted to delay sending
redemption proceeds to Xxxxxxxxxxx by the same number of days that the
Fund is delaying sending redemption proceeds to the other shareholders
of the Fund.
On any Business Day when the Federal Reserve Wire Transfer System is
closed, all communication and processing rules will be suspended for
the settlement of Orders. Orders will be settled on the next Business
Day on which the Federal Reserve Wire Transfer System is open, and the
Effective Trade Date will apply to that settlement.
b. In the event that Fund Party cannot verify redemption proceeds due to
system problems or other unforeseen circumstances, the Fund Party may
settle trades and forward redemption proceeds in accordance with this
Agreement based on Fund Party information furnished by Xxxxxxxxxxx.
If a trade settlement based on Xxxxxxxxxxx information results in an
error, Fund Party shall notify Xxxxxxxxxxx orally and confirm in
writing the name of the Fund, the account number and the date and
amount of the error. If the error results in an overpayment, it shall
be corrected by debiting the affected account or by wire. If the error
results in an underpayment, it shall be corrected by either crediting
the affected account or remitting the credit by check or wire as
Xxxxxxxxxxx shall direct.
5. Pricing
As to each Fund, every Business Day prior to 7.p.m., Eastern Time, the Fund
Party will use its reasonable best efforts to provide Xxxxxxxxxxx such
Fund's closing net asset value for that day and/or notification of no price
for that day via fax, or direct systems access acceptable to Xxxxxxxxxxx.
If by fax, send to:
Xxxxxxx Xxxxx
Fax: 000-000-0000
6. Price Errors
a. In the event a Fund determines that adjustments are required to
correct any error in the computation of the net asset value or public
offering price ("price") of Fund shares, Fund Party shall notify
Xxxxxxxxxxx as soon as possible after discovering the need for such
adjustments. Notification can be made orally but must be confirmed in
writing. The letter shall be written on Fund Party or Fund letterhead
and must state for each day for which an error occurred the incorrect
price, the correct price, and the reason for the price change. The
Fund Party or Fund agree that Xxxxxxxxxxx may send this writing, or
derivation thereof approved in advance by Fund Party, to Xxxxxxxxxxx
customers whose accounts are affected by the price change.
D-3
b. Fund Party shall reimburse Xxxxxxxxxxx for all reasonable
out-of-pocket expenses incurred by Xxxxxxxxxxx in effecting such
adjustments upon submission of any expense accounting Fund Party
reasonably may require. Expenses to be reimbursed may include, but are
not limited to, the costs of performing additional reconciliations,
canceling and rebilling, sending notifications of the error to
customers, requesting remittance and pursuing collection of amounts
received (through redemptions or otherwise) in excess of the amount to
which such customers would otherwise have been entitled, and all
reasonable expenses related to personnel in connection therewith, but
shall not include Xxxxxxxxxxx'x overhead expenses. Xxxxxxxxxxx shall
use its reasonable best efforts to use the least costly method to
correct pricing errors.
c. If Xxxxxxxxxxx customers have received amounts in excess of the
amounts to which they otherwise would have been entitled prior to an
adjustment for an error, Xxxxxxxxxxx, unless Fund Party and a Fund
otherwise agree, will make a good faith attempt to collect such excess
amounts from its customers. In no event, however, shall Xxxxxxxxxxx be
liable to Fund or Fund Party for any such amounts provided the
overpayment was not caused by Xxxxxxxxxxx.
d. If an adjustment is determined by a Fund to be necessary to correct an
error made by Fund Party or a Fund which has caused Xxxxxxxxxxx
customers to receive amounts less than amounts to which they are
entitled, the Fund shall make all necessary adjustments to the number
of shares owned by Clients, and distribute to Clients any and all
amounts of the underpayment. If Xxxxxxxxxxx maintains one or more
omnibus accounts Xxxxxxxxxxx will credit the appropriate amount of
such payment to each of its customers in those accounts.
e. When making adjustments for an error, the Fund or Fund Party shall not
net same day transactions in any Xxxxxxxxxxx omnibus accounts.
f. No adjustment for an error shall be made in any Xxxxxxxxxxx omnibus
account until such time as Fund Party or a Fund have given prior
notice to Xxxxxxxxxxx of the intended adjustment.
7. Distribution Data
a. As to each Fund, Fund Party or the Fund shall provide Xxxxxxxxxxx with
all distribution announcement information as soon as such information
is made publicly available. The distribution information shall include
ex-date, record date, payable date, distribution rate per share and
all other information contained in the NSCC's standard dividend
notification and distribution files.
b. As to each Fund, Fund Party or the Fund shall provide Xxxxxxxxxxx with
the record date share balance in the accounts and the total amount of
the pending distribution as soon as reasonably practicable prior to
the ex-dividend date. On the ex-dividend date, Fund Party or such Fund
shall provide the reinvest price (if determined on the ex-
D-4
dividend date) and the total number of shares realized from the
distribution credited to the Xxxxxxxxxxx account.
c. For each Fund that pays daily dividends, the Fund Party or such Fund
shall track and report dividend accrual information via NSCC Fund/SERV
and Networking systems by 11:00 a.m. Eastern Time on a "next Business
Day" basis the standard record date information including daily rate,
account share balance, account accrual dividend amount (for that day),
account accrual dividend amount (for period to date), and account
transfers and period-to-date accrual amounts. Upon-specific request
from Xxxxxxxxxxx, such information shall be provided by direct systems
access, fax 000-000-0000 or phone contact.
d. All distribution data furnished to Xxxxxxxxxxx under this Section
shall be held by Xxxxxxxxxxx in confidence, and Xxxxxxxxxxx agrees to
refrain from disclosing any of such information until such time as the
Fund either consents to such disclosure by Xxxxxxxxxxx or makes such
information publicly available.
8. Transfer of Accounts
a. The Fund Party agrees to use the source documentation, if deemed
satisfactory by Fund Party, provided by Xxxxxxxxxxx necessary to
transfer shares between direct customer mutual fund and other street
name broker accounts and the Xxxxxxxxxxx omnibus accounts on the
Fund's records. For the purpose of expediting transfers, each Fund
will accept a fax copy of an Xxxxxxxxxxx customer's signature, of
which Xxxxxxxxxxx will send thereafter to SDC a copy of the manual
signature.
b. Each Fund must confirm to Xxxxxxxxxxx via fax the completion of each
transfer on the next business day or as soon as practicable. The fax
shall include the number of shares, date ("as of" date if unavoidable
delay), transaction date, account number, registration, accrued
dividends and account type (i.e., XXX, Xxxxx, etc.). Such faxes should
be sent to:
ACATS Dept. Attn: Xxxxxx Xxxxxxx
Fax No.: 000-000-0000
x. Xxxxxxxxxxx or one of its affiliated companies as custodian is
qualified to accept in its omnibus accounts, accounts from a customer
with Fund XXX and Xxxxx accounts.
d. Each Fund shall process all transfer requests directly or in the
established omnibus account(s). Any Fund shall establish separate
accounts registered for the benefit of individual shareholders at the
request of Xxxxxxxxxxx. In the event any account is mistakenly opened,
Xxxxxxxxxxx reserves the right to issue telephone instructions to the
applicable Fund to move Fund shares to the correct Xxxxxxxxxxx or
customer account.
e. Transfer processing after record date but prior to payable date will
include all accrued dividends. Each Fund will use its reasonable
efforts, monitoring all completed full
D-5
transfers for "trailing" dividends. Should a "trailing" dividend
appear in an account, the Fund involved shall send such dividend to
Xxxxxxxxxxx along with a specific written notification within five
business days. Notification shall include details of the dividend and
customer, including the customer's social security number, taxpayer ID
number, and/or the Xxxxxxxxxxx account number for the account to which
the transfer was made.
f. Each Fund shall (i) provide prompt notification to Xxxxxxxxxxx if a
transfer of an account cannot be completed promptly and (ii) monitor
transfer-requests of accounts being transferred from third parties
holding shares of any Fund and use its reasonable efforts to effect
completion thereof. Such Fund will use its reasonable efforts to
effect the transfer if the matter is expected to take longer than five
business days from the date source documentation is required by a Fund
is received in good order.
g. If Xxxxxxxxxxx customers submit share certificates for transfer into
Fund accounts, Xxxxxxxxxxx will send such certificates, properly
endorsed to the applicable Fund(s), for deposit of such shares in book
entry into Xxxxxxxxxxx'x omnibus account(s) or individual accounts, as
the case may be. Due to regulatory requirements, Xxxxxxxxxxx requires,
upon verbal request, written notification from the Fund of the status
of said certificates and book entry share balances.
h. The Fund Party agrees to cooperate to the extent possible with
Xxxxxxxxxxx as Xxxxxxxxxxx develops and seeks to implement new
processing systems for the Programs at such cost which will be borne
as the parties mutually agree.
9. Shareholder Communication
a. The Fund Party and each Fund shall provide the following shareholder
communications material to Xxxxxxxxxxx or to its mailing agent in
quantities sufficient to allow mailing thereof to all Xxxxxxxxxxx
customers which are beneficial owners of the Fund's shares.
(1) All proxy statements prepared for circulation to
shareholders of record of such Fund.
(2) Annual reports.
(3) Semi-annual reports.
(4) All updated prospectuses, supplements and amendments
thereto.
b. All such materials shall be in compliance with all applicable
provisions of the Securities Act of 1933, the Securities Exchange Act
of 1934, the 1940 Act, all applicable rules and regulations under any
of such statutes, and any and all applicable legislation, rules, or
regulations that may be adopted and become applicable in the future.
D-6
c. The Fund Party shall provide without charge the above-mentioned
materials to Xxxxxxxxxxx or to its mailing agent. Xxxxxxxxxxx will
distribute all materials to its customers and will xxxx the applicable
Fund or Fund Party for reasonable related expenses as Fund Party
directs. Xxxxxxxxxxx has no responsibility to pay for these charges.
d. In addition to the materials listed above, the Fund Party agrees to
provide without charge directly to Xxxxxxxxxxx or its mailing agent
certain materials, including sales materials, reasonably requested by
Xxxxxxxxxxx and readily available from Fund Party for distribution to
its customers to an Xxxxxxxxxxx processing center.
Neither Fund Party nor a Fund has responsibility to pay for charges to
mail these materials to Xxxxxxxxxxx customers.
e. Fund Party shall notify Xxxxxxxxxxx immediately of any change to a
Fund's prospectus.
10. Account Reconciliation Requirements
x. Xxxxxxxxxxx shall verify, on a next day basis, orders placed for its
omnibus accounts with each Fund. For any transactions processed on an
"as of" basis, a Fund shall provide Xxxxxxxxxxx with "as of"
processing dates to permit Xxxxxxxxxxx to maintain the integrity of
its customer accounts. Consequently, daily viewing of either soft or
hard copy is required. All activity in the accounts must be reflected.
Therefore, any "as of" activity must be shown with its corresponding
"as of" dates.
b. The parties agree to notify each other, resolve and correct any error
not initiated by Xxxxxxxxxxx in any of its omnibus accounts or
individual accounts upon discovery. Fund Party agrees to make their
best, commercially reasonable, efforts to avoid any errors made by the
Fund Party, any Fund, or agents of such Fund or Fund Party not
corrected on a next daily basis from hindering any routine daily
requests such as transactions, transfer, dividends, etc. Adjustments
to Xxxxxxxxxxx omnibus account(s) or individual accounts initiated by
Fund Party, any Fund, or any agent of either shall not be posted until
Xxxxxxxxxxx agrees verbally (with such agreement confirmed in
writing).
11. Registration Requirements
Xxxxxxxxxxx will only place purchase orders for shares of a Fund on
behalf of its customers whose addresses recorded on Xxxxxxxxxxx'x
books are in states or other jurisdictions in which such Fund is
registered or qualified for sale or exempt from registration and
qualification under applicable law as confirmed in writing to
Xxxxxxxxxxx by a Fund. Fund Party shall advise Xxxxxxxxxxx immediately
or as soon as reasonably practicable if any such registration or
qualification is terminated or if Fund Party wishes to prevent
Xxxxxxxxxxx from placing or continuing to place purchase orders on
behalf of its customers who reside in a particular state or other
D-7
jurisdiction. With regard to omnibus accounts, Xxxxxxxxxxx will in the
future develop a system that will, on a daily basis, transmit to an
electronic database provider with whom Xxxxxxxxxxx has established
effective systems interfaces information regarding the number of
shares of each Fund sold in each state for retrieval by Fund Party or
a Fund. When such a system is developed, Fund Party will be considered
responsible for all or a portion of fees and other charges of such
database provider in connection with Xxxxxxxxxxx'x transmission of
such information to and Fund Party's or Fund's retrieval of such
information from such database provider as mutually agreed upon by the
parties. Fund Party shall indemnify Xxxxxxxxxxx and each officer,
director, employee, and agent of Xxxxxxxxxxx, and hold Xxxxxxxxxxx and
each such officer, director, employee, shareholder and agent harmless,
from and against any and all losses, claims, damages, liabilities,
costs, and expenses (including reasonable attorneys' fees) arising out
of any violation of any law, rule, or regulation relating to the
registration or qualification of shares of any Fund except to the
extent such violation results from Xxxxxxxxxxx'x sale or offering of
shares of any Fund in a state or jurisdiction other than those in
which Fund Party or the Fund has indicated that shares of such Fund
are registered or qualified for sale. Xxxxxxxxxxx shall indemnify Fund
Party, its agents, and each officer, director, employee of Fund Party
and its agents from and against any and all losses, claims, damages,
liabilities, costs and expenses (including reasonable attorneys' fees)
arising out of any law, rule, or regulation relating to the
registration or qualification of shares of any Fund to the extent such
violation results from Xxxxxxxxxxx'x sale or offering of shares of any
Fund in a state or jurisdiction other than those in which Fund Party
or the Fund has indicated that shares of such Fund are registered or
qualified for sale.
12. Fees
All fee payments related to the program should be made to by wire to
Xxxxxxxxxxx & Company, Inc. referencing account number:
Fee payments will be made quarterly.
13. Fund Contacts
Inquiries and contacts to the Fund Party and any Fund can be made to
the following individuals, departments or groups. Contacts for any
particular Fund, which may be different from those listed below, shall
be noted accordingly.
D-8
Financial Institution Information
The financial institution(s) the Fund(s) use(s) to accept wire transfer for
purchases:
X-0
Xxxxx Xxxxxxxxx
X-00
