Exhibit (h)(1)
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
THIS AGREEMENT is made as of this ___ day of ____________, 2006, by and
between Nakoma Mutual Funds, a Delaware statutory trust (the "Trust"), and UMB
Fund Services, Inc., a Wisconsin corporation (the "Administrator").
WHEREAS, the Trust is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act") and is authorized to
issue shares of beneficial interests (the "Shares") in separate series with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Trust and the Administrator desire to enter into an
agreement pursuant to which the Administrator shall provide administration and
Fund accounting services to such investment portfolios of the Trust as are
listed on Schedule A hereto and any additional investment portfolios the Trust
and Administrator may agree upon and include on Schedule A as such Schedule may
be amended from time to time (such investment portfolios and any additional
investment portfolios are individually referred to as the "Fund" or collectively
"the Funds" as appropriate).
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. APPOINTMENT
The Trust hereby appoints the Administrator as administrator and fund
accountant of the Fund for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. SERVICES AS ADMINISTRATOR
(a) Subject to the direction and control of the Trust's Board of Trustees
and utilizing information provided by the Trust and its current agents and
service providers, the Administrator will provide the services listed on
Schedule B hereto. The duties of the Administrator shall be confined to those
expressly set forth therein, and no implied duties are assumed by or may be
asserted against the Administrator hereunder.
(b) The Trustees of the Trust shall cause the officers, trustees,
investment adviser(s) and sub-advisers, legal counsel, independent accountants,
transfer agent, custodian and other service providers and agents for the Fund to
cooperate with the Administrator and to provide the Administrator with such
information, documents and advice relating to the Fund and the Trust as
necessary and/or appropriate or as reasonably requested by the Administrator, in
order to enable the Administrator to perform its duties hereunder. In connection
with its duties hereunder, the Administrator shall (without investigation or
verification) be entitled and is hereby instructed to, rely upon any and all
instructions, advice, information or documents provided to the Administrator by
an authorized officer or representative of the Fund or by any of the
aforementioned persons. Fees charged by such persons shall be an expense of the
Trust. The Administrator shall be entitled to rely on any document that it
reasonably believes to be genuine and to have been signed or presented by the
proper party. The Administrator shall not be held to have notice of any change
of authority of any officer, agent, representative or employee of the Trust,
investment adviser(s) or service provider until receipt of written notice
thereof from the Trust. As used in this Agreement, the term "investment adviser"
includes all sub-advisers or persons performing similar services.
(c) To the extent required by Rule 31a-3 under the 1940 Act, the
Administrator hereby agrees that all records which it maintains for the Trust
pursuant to its duties hereunder are the property of the Trust and further
agrees to surrender promptly to the Trust any of such records upon the Trust's
request. Subject to the terms of Section 6, and where applicable, the
Administrator further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records described in Schedule B which are
maintained by the Administrator for the Trust.
(d) It is understood that in determining security valuations, the
Administrator employs one or more pricing services, as directed by the Trust, to
determine valuations of portfolio securities for purposes of calculating net
asset values of the Trust. The Trust shall identify to the Administrator the
pricing service(s) to be utilized on behalf of the Trust. The Administrator
shall price the securities and other holdings of the Trust for which market
quotations or prices are available by the use of such services. For those
securities where prices are not provided by the pricing service(s) utilized by
the Administrator, the Trust shall approve, in good faith, the method for
determining the fair value of the securities. The Trust's investment adviser
shall determine or obtain the valuation of the securities in accordance with
those procedures and shall deliver to the Administrator the resulting prices for
use in its calculation of net asset values. The Administrator is authorized to
rely on the prices provided by such service(s) or by the Trust's investment
adviser(s) or other authorized representative of the Trust without investigation
or verification.
(e) The Trust's Board of Trustees and the Fund's investment adviser have and
retain primary responsibility for all compliance matters relating to the Fund
including but not limited to compliance with the 1940 Act, the Internal Revenue
Code of 1986, as amended, the USA PATRIOT ACT of 2002, the Sarbanes Oxley Act of
2002, and the policies and limitations of each Fund relating to the portfolio
investments as set forth in the Prospectus and Statement of Additional
Information. The Administrator's monitoring and other functions hereunder shall
not relieve the Trust and the investment adviser of their primary responsibility
for assuring such compliance.
(f) The Trust hereby certifies that the Fund is lawfully eligible for sale in
each jurisdiction indicated for the Fund on the list furnished to the
Administrator as of the date of this Agreement and as such list may be updated
from time to time.
3. FEES; DELEGATION; EXPENSES
(a) In consideration of the services rendered pursuant to this Agreement,
the Trust will pay the Administrator a fee, computed daily and payable monthly
based on monthly net assets, plus out-of-pocket expenses, each as provided in
Schedule C hereto. Fees shall be earned and paid monthly in an amount equal to
at least 1/12th of the applicable annual fee. Basis point fees and minimum
annual fees apply separately to each Fund, and average net assets are not
aggregated in calculating the applicable basis point fee per Fund or the
applicable minimum. Fees shall be adjusted in accordance with Schedule C or as
otherwise agreed to by the parties from time to time. The parties may amend this
Agreement to include fees for any additional services requested by the Trust,
enhancements to current services, or to add funds for which the Administrator
has been retained. Any such new fees shall be negotiated in good faith by the
parties.
(b) For the purpose of determining fees payable to the Administrator, net asset
value shall be computed in accordance with the Trust's Prospectuses and
resolutions of the Trust's Board of Trustees. The fee for the period from the
day of the month this Agreement is entered into until the end of that month
shall be pro-rated according to the proportion that such period bears to the
full monthly period. Upon any termination of this Agreement before the end of
any month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. Should the Trust be
liquidated, merged with or acquired by another Fund or investment company, any
accrued fees shall be immediately payable.
(c) The Administrator will bear all expenses incurred by it in connection with
the performance of its services under Section 2, except as otherwise provided
herein. The Administrator shall not be required to pay or finance any costs and
expenses incurred in the operation of the Fund, including, but not limited to:
taxes; interest; brokerage fees and commissions; salaries, fees and expenses of
Trust officers and Trustees; Commission fees and state Blue Sky fees; advisory
fees; charges of custodians, transfer agents, dividend disbursing and accounting
services agents and other service providers; security pricing services;
insurance premiums; outside auditing and legal expenses; costs of organization
and maintenance of corporate existence; taxes and fees payable to federal, state
and other governmental agencies; preparation, typesetting, printing, proofing
and mailing of prospectuses, statements of additional information, supplements,
notices, forms and applications and proxy materials for regulatory purposes and
for distribution to current shareholders; preparation, typesetting, printing,
proofing and mailing and other costs of shareholder reports; expenses in
connection with the electronic transmission of documents and information
including electronic filings with the Commission and the states; research and
statistical data services; expenses incidental to holding meetings of the Fund's
shareholders and Trustees; fees and expenses associated with internet, e-mail
and other related activities; and extraordinary expenses. Expenses incurred for
distribution of shares, including the typesetting, printing, proofing and
mailing of prospectuses for persons who are not shareholders of the Trust, will
be borne by the Fund's investment adviser, except for such expenses permitted to
be paid by the Trust under a distribution plan adopted in accordance with
applicable laws. The Administrator shall not be required to pay any Blue Sky
fees or take any related Blue Sky actions unless and until it has received the
amount of such fees from the Trust.
(d) Except as otherwise specified, fees payable hereunder shall be calculated in
arrears and billed on a monthly basis. The Trust agrees to pay all fees within
thirty days of receipt of each invoice. The Administrator retains the right to
charge interest in the amount of 1-1/2 percent per month on any amounts that
remain unpaid beyond such thirty day period.
4. PROPRIETARY AND CONFIDENTIAL INFORMATION
(a) The Administrator agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Trust all records
relative to the Fund's shareholders, not to use such records and information for
any purpose other than performance of its responsibilities and duties hereunder,
and not to disclose such information except where the Administrator may be
exposed to civil or criminal proceedings for failure to comply, when requested
to divulge such information by duly constituted authorities or court process,
when subject to governmental or regulatory audit or investigation, or when so
requested by the Trust. In case of any requests or demands for inspection of the
records of the Fund, the Administrator will notify the Trust promptly and
endeavor to secure instructions from a representative of the Trust as to such
inspection. Records and information which have become known to the public
through no wrongful act of the Administrator or any of its employees, agents or
representatives, and information which was already in the possession of the
Administrator prior to the date hereof, shall not be subject to this paragraph.
(b) The Administrator hereby acknowledges that in the normal course of
its provision of services to the Fund it will come into possession of material
nonpublic information concerning the Fund. Such information may include
portfolio holdings, trading strategies and pending transactions not generally
known to the public. The Administrator acknowledges and agrees that it has
duties of confidentiality and care with respect to such material nonpublic
information. The Administrator represents that it has implemented effective
policies and procedures designed to safeguard such information and to ensure
that no employee or other representative trades on such information,
communicates it to others, except as contemplated by this Agreement, or
otherwise misuses it.
5. LIMITATION OF LIABILITY
(a) The Administrator shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except for a loss resulting
from the Administrator's willful misfeasance, bad faith or negligence in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement. Furthermore, the Administrator shall not be
liable for (i) any action taken or omitted to be taken in accordance with or in
reliance upon written or oral instructions, advice, data, documents or
information (without investigation or verification) received by the
Administrator from an officer or representative of the Trust, or from a
representative of any of the parties referenced in Section 2, (ii) its reliance
on the security valuations without investigation or verification provided by
pricing service(s), the Trust's investment adviser(s) or representatives of the
Trust, or (iii) any action taken or omission by a Fund, the Trust, investment
adviser(s) or any current service provider.
(b) The Administrator shall maintain adequate and reliable
computer and other equipment necessary or appropriate to carry out its
obligations under this Agreement. Upon the Fund's reasonable request, the
Administrator shall provide supplemental information concerning the aspects of
its disaster recovery and business continuity plan that are relevant to the
services provided hereunder. Notwithstanding the foregoing or any other
provision of this Agreement, the Administrator assumes no responsibility
hereunder, and shall not be liable, for any default, damage, loss of data or
documents, errors, delay or any other loss whatsoever caused by events beyond
its reasonable control. Events beyond the Administrator's control include,
without limitation, force majeure events. In the event of force majeure,
computer or other equipment failures or similar events beyond its reasonable
control, the Administrator shall follow applicable procedures in its disaster
recovery and business continuity plan and use commercially reasonable efforts to
minimize any service interruption.
(c) The Trust agrees to indemnify and hold harmless the
Administrator, its employees, agents, officers, directors, affiliates and
nominees (collectively, the "Indemnified Parties") from and against any and all
claims, demands, actions and suits, and from and against any and all judgments,
liabilities, losses, damages, costs, charges, reasonable counsel fees and other
expenses of every nature and character which may be asserted against or incurred
by any Indemnified Party or for which any Indemnified Party may be held liable
(a "Claim") arising out of or in any way relating to (i) the Administrator's
actions or omissions except to the extent a Claim resulted from the
Administrator's willful misfeasance, bad faith, or negligence in the performance
of its duties hereunder or from reckless disregard by it of its obligations and
duties hereunder; (ii) the Administrator's reliance on, implementation of or use
of (without investigation or verification) advice, instructions, requests,
directions, information, data, records and documents received by the
Administrator from any party referenced in Section 2 hereof or other
representative of the Trust, or (iii) any action taken by or omission of the
Trust, investment adviser(s) or any past or current service provider.
(d) In no event and under no circumstances shall the
Administrator, its affiliates or any of its or their officers, directors,
members, agents or employees be liable to anyone, including, without limitation,
the other party, under any theory of tort, contract, strict liability or other
legal or equitable theory for lost profits, exemplary, punitive, special,
indirect or consequential damages for any act or failure to act under any
provision of this Agreement regardless of whether such damages were foreseeable
and even if advised of the possibility thereof. The indemnity and defense
provisions set forth in this Section 5 shall indefinitely survive the
termination and/or assignment of this Agreement.
6. TERM
(a) This Agreement shall become effective with respect to each
Fund listed on Schedule A hereof as of the date this Agreement is executed and,
with respect to each Fund not in existence on that date, on the date an
amendment to Schedule A to this Agreement relating to that Fund is executed.
This Agreement shall continue in effect with respect to each Fund until
terminated as provided herein. Either party may terminate this Agreement at any
time by giving the other party a written notice not less than sixty (60) days
prior to the date the termination is to be effective.
(b) The terms of this Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by a written
instrument signed by the Administrator and the Trust.
(c) Notwithstanding anything herein to the contrary, upon the
termination of this Agreement or the liquidation of a Fund or the Trust, the
Administrator shall deliver the records of the Fund(s) and/or Trust as the case
may be, in the form maintained by the Administrator (to the extent permitted by
applicable license agreements) to the Trust or person(s) designated by the Trust
at the Trust's cost and expense, and thereafter the Trust or its designee shall
be solely responsible for preserving the records for the periods required by all
applicable laws, rules and regulations. The Trust shall be responsible for all
expenses associated with the movement (or duplication) of records and materials
and conversion thereof to a successor Fund accounting and administrative
services agent, including all reasonable trailing expenses incurred by the
Administrator. In addition, in the event of termination of this Agreement, or
the proposed liquidation or merger of the Trust or a Fund(s), and the Trust
requests the Administrator to provide additional services in connection
therewith, the Administrator shall provide such services and be entitled to such
compensation as the parties may mutually agree.
(d) Notwithstanding any other provision of this Agreement, in the
event of an agreement to enter into a transaction that would result in a Change
of Control, as hereinafter defined, of the Trust's investment adviser or
sponsor, the Trust's ability to terminate this Agreement pursuant to this
Section 6 shall be suspended from the time of such agreement until six months
after the Change of Control. For purposes of this Agreement, a "Change of
Control" of the investment adviser or sponsor means a change in ownership or
control of more than fifty percent (50%) of the common stock or shares of
beneficial interest of such investment adviser or sponsor or its parent company.
7. NON-EXCLUSIVITY
The services of the Administrator rendered to the Trust are not deemed to
be exclusive. The Administrator may render such services and any other services
to others, including other investment companies. The Trust recognizes that from
time to time directors, officers and employees of the Administrator may serve as
trustees, directors, officers and employees of other entities (including other
investment companies), and that the Administrator or its affiliates may enter
into other agreements with such other entities.
8. GOVERNING LAW; INVALIDITY
This Agreement shall be governed by Wisconsin law, excluding the laws on
conflicts of laws. To the extent that the applicable laws of the State of
Wisconsin, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control, and nothing herein shall
be construed in a manner inconsistent with the 1940 Act or any rule or order of
the Commission thereunder. Any provision of this Agreement which may be
determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the parties.
9. NOTICES
Any notice required or permitted to be given by either party to the other
shall be in writing and shall be deemed to have been given when sent by
registered or certified mail, postage prepaid, return receipt requested, as
follows: Notice to the Administrator shall be sent to UMB Fund Services, Inc.,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, with a copy to General Counsel, and notice to the Trust shall be sent
to Nakoma Mutual Fund, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention: ▇▇▇ ▇▇▇▇▇▇▇.
10. ENTIRE AGREEMENT
This Agreement, together with the Schedules attached hereto, constitutes
the entire Agreement of the parties hereto.
11. TRUST LIMITATIONS
This Agreement is executed by the Trust with respect to each of the Fund
and the obligations hereunder are not binding upon any of the Trustees, officers
or shareholders of the Trust individually but are binding only upon the Fund to
which such obligations pertain and the assets and property of such Fund. All
obligations of the Trust under this Agreement shall apply only on a Fund-by-Fund
basis, and the assets of one Fund shall not be liable for the obligations of
another Fund. The Fund's Declaration of Trust is on file with the Secretary of
State of Delaware.
12. MISCELLANEOUS
(a) This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original agreement but such counterparts shall together
constitute but one and the same instrument. The facsimile signature of any party
to this Agreement shall constitute the valid and binding execution hereof by
such party.
(b) The Trust hereby grants to the Administrator the limited power of attorney
on behalf of the Fund to sign Blue Sky forms and related documents in connection
with the performance of its obligations under this Agreement.
(c) The Administrator shall maintain a fidelity bond covering larceny and
embezzlement and an insurance policy with respect to directors and officers
errors and omissions coverage in amounts that are appropriate in light of its
duties and responsibilities hereunder. Upon the request of the Fund, the
Administrator shall provide evidence that coverage is in place. The
Administrator shall notify the Fund should its insurance coverage with respect
to professional liability or errors and omissions coverage be canceled and not
replaced.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day and year first above
written.
NAKOMA MUTUAL FUND
(the "Trust")
By:_______________________________________
President
UMB FUND SERVICES, INC.
("Administrator")
By:_______________________________________
Executive Vice President
SCHEDULE A
TO THE
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
BY AND BETWEEN
NAKOMA MUTUAL FUND
AND
UMB FUND SERVICES, INC.
NAME OF FUND
SERIES A- NAKOMA ABSOLUTE RETURN FUND
SCHEDULE B
TO THE
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
BY AND BETWEEN
NAKOMA MUTUAL FUND
AND
UMB FUND SERVICES, INC.
SERVICES
Subject to the direction and control of the Trust's Board of Trustees and
utilizing information provided by the Trust and its agents, the Administrator
will:
o provide office space, facilities, equipment and personnel to carry out
its services hereunder;
o prepare and file with the Securities and Exchange Commission the
semi-annual reports for the Fund on Form N-SAR and Form N-CSR, quarterly
reports on Form N-Q and all required notices pursuant to Rule 24f-2; and
o prepare and review financial statements for the Fund's Annual and
Semi-Annual Reports included in Form N-CSR as required under the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; assist in compiling exhibits and disclosures for Form
N-CSR as requested by the Adviser;
o assist in the preparation for execution by the Trust and file all federal
income and excise tax returns and state income tax returns (and such other
required tax filings as may be agreed to by the parties) other than those
required to be made by the Trust's custodian or transfer agent, subject to
the review and approval of the Trust and the Trust's independent
accountants;
o prepare the financial statements for the Annual and Semi-Annual Reports
required pursuant to Section 30(d) under the 1940 Act, subject to the
review and approval of the Trust and the Trust's independent accountants;
o provide financial and Fund performance information for inclusion in the
Registration Statement for the Trust (on Form N-1A or any replacement
therefor) and any amendments thereto, subject to the review of Trust
counsel;
o calculate performance data of the Fund for the Adviser and for
dissemination to information services as directed in writing by the
Adviser;
o determine and periodically monitor each Fund's income and expense accruals
and cause all appropriate expenses to be paid from Trust assets on proper
authorization from the Trust;
o calculate income factors and daily net asset values of each Fund (i) in
accordance with the Trust's operating documents as provided to the
Administrator, and (ii) based on security valuations provided by the Trust,
the Trust's investment adviser, and pricing service(s), as provided herein;
o maintain all general ledger accounts and related subledgers;
o assist in the acquisition of the Trust's fidelity bond required by the
1940 Act, monitor the amount of the bond and make the necessary Commission
filings related thereto;
o from time to time as the Administrator deems appropriate, check each
Fund's compliance with the policies and limitations of each Fund relating
to the portfolio investments as set forth in the Prospectus and Statement
of Additional Information and monitor each Fund's status as a regulated
investment company under Subchapter M of the Internal Revenue Code of
1986, as amended (but these functions shall not relieve the Trust's
investment adviser and sub-advisers, if any, of their primary day-to-day
responsibility for assuring such compliance);
o maintain, and/or coordinate with the other service providers the
maintenance of, the accounts, books and other documents required pursuant
to Rule 31a-1(a) and (b) under the 1940 Act;
o prepare and file state securities qualification/notice compliance filings,
with the advice of the Trust's legal counsel, upon and in accordance with
instructions from the Trust, which instructions will include the states to
qualify in, the amounts of Shares to initially and subsequently qualify
and the warning threshold to be maintained; and monitor such threshold and
communicate with the Adviser as necessary;
o develop with legal counsel and secretary to the Trust an agenda, compile
and transmit board books, attend meetings (if requested) of the Fund's
Board of Trustees and the committees thereof and prepare minutes of all
such meetings;
o prepare Form 1099s for Trustees and other Fund vendors;
o calculate dividend and capital gains distributions subject to
review and approval by the Trust and its independent accountants;
o provide for and coordinate the layout and printing of publicly
disseminated prospectuses and the Fund's semi-annual and annual reports to
shareholders, to the extent hired, and subject to separate project
management fees;
o in connection with its duties under this Agreement, use reasonable efforts
to cooperate with all reasonable requests of the Fund related to the Fund's
administration and monitoring of the Fund's compliance program as adopted
by the Board of Trustees pursuant to Rule 38a-1 under the Investment
Company Act of 1940 as amended, a copy of which has been provided to the
Administrator; and
o generally assist in the Trust's administrative operations as mutually
agreed to by the parties.
The duties of the Administrator shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against the
Administrator hereunder. These services do not include correcting, verifying or
addressing any prior actions or inactions by any Fund or by any prior service
provider. To the extent the Administrator agrees to take such actions, those
actions taken shall be deemed part of the Schedule B.
SCHEDULE C
TO THE
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
BY AND BETWEEN
NAKOMA ABSOLUTE RETURN FUND
AND
UMB FUND SERVICES, INC.
ANNUAL ASSET-BASED FEES (PER PORTFOLIO)
o Up to $250 million in assets 10.0* basis points, plus
o Next $250 million in assets 7.5* basis points, plus
o Next $250 million in assets 5.0* basis points, plus
o Assets over $750 million 3.0* basis points
* For more complex Fund (e.g., international, mortgage-backed, etc.) add 2 basis
points. Master-feeder Fund and Fund that are hedged (i.e., more than 10%)
require customized pricing.
MINIMUM MONTHLY FEE
o Per Fund $6,250**
Minimum fees are aggregated and applied pro-rata across all Fund.
** The Administrator will waive 50% of the minimum fees for portfolios under $25
million and waive 25% of the minimum fees for portfolios between $25 million and
$50 million during the first year of operations.
MULTI-CLASS
Per class, per month $1,500
SPECIAL PROJECTS AND SERVICES $150/hour
OUT-OF-POCKET EXPENSES AND OTHER RELATED EXPENSES
Out-of-pocket expenses include but are not limited to: portfolio pricing
services; ▇▇▇▇▇ filing fees; design, typesetting and printing of shareholder
reports and prospectuses; photocopying; storage fees for Fund records; express
delivery charges; and travel on behalf of Fund business. Other expenses include
pricing of securities, which will be charged in accordance with the
Administrator's current pricing schedule, as well as fees for research services
and other service interface fees.
The minimum annual fee is subject to an annual escalation equal to the increase
in the Consumer Price Index-Urban Wage Earners (CPI). The escalation will be
effective beginning one year from the date of this Agreement (the "Anniversary
Date") and on the corresponding Anniversary Date each year thereafter.