Exhibit 24(2)(k)(ii)
SUB-ADMINISTRATION, ACCOUNTING AND INVESTOR SERVICES AGREEMENT
THIS AGREEMENT is made as of December 1, 2003 by and between XXXXXX SQUARE
MANAGEMENT CORPORATION, a Delaware corporation ("RSMC"), WILMINGTON LOW
VOLATILITY FUND OF FUNDS, a Delaware statutory trust (the "Fund"), and PFPC
INC., a Massachusetts corporation ("PFPC").
W I T N E S S E T H :
WHEREAS, the Fund is registered as a non-diversified, closed-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, RSMC, the administrator of the Fund, wishes to retain PFPC to
provide certain sub-administration, accounting and investor services provided
for herein, and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Adviser" means Xxxxxx Square Management Corporation.
(d) "Authorized Person" means any officer of the Fund and any other
person duly authorized by the Fund's Board of Trustees to give Oral
Instructions or Written Instructions on behalf of the Fund. An
Authorized Person's scope of authority
may be limited by setting forth such limitation in a written
document sent to both parties hereto.
(e) "CEA" means the Commodities Exchange Act, as amended.
(f) "Holder" means a record owner of Interests of the Fund.
(g) "Interests" means the beneficial interest of the Fund.
(h) "Oral Instructions" mean oral instructions received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be
an Authorized Person.
(i) "SEC" means the Securities and Exchange Commission.
(j) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act and
the CEA.
(k) "Written Instructions" means written instructions signed by an
Authorized Person and received by PFPC. The instructions may be
delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. APPOINTMENT. RSMC hereby appoints PFPC to provide sub-administration,
accounting and investor services to the Fund, in accordance with the terms
set forth in this Agreement. PFPC accepts such appointment and agrees to
furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable, will
provide PFPC with the following:
(a) certified or authenticated copies of the resolutions of the Fund's
Board of Trustees approving the appointment of PFPC or its
affiliates to provide services and approving this Agreement;
(b) a copy of the Fund's most recent effective registration statement;
(c) a copy of the Fund's advisory agreement;
(d) a copy of any distribution agreement with respect to the Fund;
(e) a copy of any additional administration agreement with respect to
the Fund;
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(f) a copy of any investor servicing or similar agreement made with
respect to the Fund; and
(g) copies (certified or authenticated, where applicable) of any and all
amendments or supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS. PFPC undertakes to comply with the
applicable requirements of the Securities Laws, and any laws, rules and
regulations of governmental authorities having jurisdiction with respect
to the duties to be performed by PFPC hereunder. Except as specifically
set forth herein, PFPC assumes no responsibility for such compliance by
RSMC or the Fund.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions or Written
Instructions it receives from an Authorized Person (or from a person
reasonably believed by PFPC to be an Authorized Person) pursuant to
this Agreement. PFPC may assume that any Oral Instruction or Written
Instruction received hereunder is not in any way inconsistent with
the provisions of the Fund's organizational documents or this
Agreement or of any vote, resolution or proceeding of the Fund's
Board of Trustees or of the Fund's Holders, unless and until PFPC
receives Written Instructions to the contrary.
(c) The Fund and RSMC agree to forward to PFPC Written Instructions
confirming Oral Instructions (except where such Oral Instructions
are given by PFPC or its affiliates) so that PFPC receives the
Written Instructions either from the Fund or
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RSMC as promptly as practicable and in any event by the close of
business on the same day that such Oral Instructions are received.
The fact that such confirming Written Instructions are not received
by PFPC shall in no way invalidate the transactions or
enforceability of the transactions authorized by the Oral
Instructions. Where Oral Instructions or Written Instructions
reasonably appear to have been received from an Authorized Person,
PFPC shall incur no liability to RSMC or the Fund in acting upon
such Oral Instructions or Written Instructions provided that PFPC's
actions comply with the other provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Fund. If PFPC is in doubt as to any action it should
or should not take, PFPC may request directions or advice, including
Oral Instructions or Written Instructions, from RSMC or the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of
law pertaining to any action it should or should not take, PFPC may
request advice at PFPC's own cost from such counsel of its own
choosing (who may be counsel for the Fund, the Fund's investment
adviser or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between directions,
advice or Oral Instructions or Written Instructions PFPC receives
from RSMC or the Fund, and the advice PFPC receives from counsel,
PFPC may rely upon and follow the advice of counsel. In the event
PFPC so relies on the advice of counsel, PFPC remains liable for any
action or omission on the part of PFPC which constitutes willful
misfeasance, bad xxxxx xxxxx negligence or reckless disregard by
PFPC of any duties, obligations or responsibilities set forth in
this Agreement.
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(d) Protection of PFPC. PFPC shall be protected in any action it takes
or does not take in reliance upon directions, advice or Oral
Instructions or Written Instructions it receives from RSMC, the Fund
or counsel and which PFPC believes, in good faith, to be consistent
with those directions, advice or Oral Instructions or Written
Instructions. Nothing in this section shall be construed so as to
impose an obligation upon PFPC (i) to seek such directions, advice
or Oral Instructions or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral Instructions or
Written Instructions, unless, under the terms of other provisions of
this Agreement, the same is a condition of PFPC's properly taking or
not taking such action. Nothing in this subsection shall excuse PFPC
when an action or omission on the part of PFPC constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard by
PFPC of any duties, obligations or responsibilities set forth in
this Agreement.
7. RECORDS; VISITS.
(a) The books and records pertaining to the Fund, which are in the
possession or under the control of PFPC, shall be the property of
the Fund. Such books and records shall be prepared and maintained as
required by the 1940 Act and other applicable securities laws, rules
and regulations. The Fund, RSMC, Authorized Persons and any
regulatory agency having authority over the Fund shall have access
to such books and records at all times during PFPC's normal business
hours for reasonable audit and inspection. Upon the reasonable
request of RSMC or the Fund, copies of any such books and records
shall be provided by PFPC to RSMC, the Fund or to an Authorized
Person, at RSMC or the Fund's request and expense.
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Any such books and records may be maintained in the form of
electronic media and stored on any magnetic disk or tape or similar
recording method.
(b) PFPC shall create, maintain and preserve the following records:
(i) all books and records with respect to the Fund's books of
account; and
(ii) records of the Fund's securities transactions.
(iii) all other books and records as PFPC is required to maintain
pursuant to Rule 31a-1 of the 1940 Act in connection with the
services provided hereunder.
8. CONFIDENTIALITY. PFPC agrees to keep confidential all records of RSMC or
the Fund and information relating to any of RSMC, the Fund or its Holders,
unless the release of such records or information is otherwise consented
to, in writing, by the Fund. The Fund and RSMC agree that such consent
shall not be unreasonably withheld and may not be withheld when PFPC may
be exposed to civil or criminal contempt proceedings or when required to
divulge such information or records to duly constituted authorities.
Notwithstanding any provision herein to the contrary, each party
agrees that any Nonpublic Personal Information as defined under Section
248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the
Xxxxx-Xxxxx Xxxxxx Act (the "Act"), disclosed or otherwise made accessible
by a party hereunder is for the specific purpose of permitting the other
party to perform its duties as set forth in this Agreement. Each party
agrees that, with respect to such information, it will comply with
Regulation S-P and the Act and that it will not disclose any Nonpublic
Personal Information received in connection with this Agreement to any
other party, except to the extent necessary to carry out the services set
forth in this Agreement or as otherwise permitted by Regulation S-P or the
Act.
9. PROPERTY OF THE FUND. Information or material including client data owned
by the Fund shall remain the property of the Fund. In the event of
termination of this Agreement, information belonging to the Fund,
including client data owned by the Fund shall be returned by PFPC, at the
reasonable expense of the Fund,
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as directed by the Fund. This information shall be in a form that can
reasonably be accessed by the Fund; however, nothing herein shall require
PFPC to disclose any of its intellectual property to the Fund or to any
other service provider or third party.
10. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Fund's
independent public accountants and shall provide account analyses, fiscal
year summaries, and other audit-related schedules with respect to the
Fund. PFPC shall take all reasonable action in the performance of its
duties under this Agreement to assure that the necessary information is
made available to such accountants for the expression of their opinion, as
required by the Fund.
11. PFPC SYSTEM. PFPC shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable
or copyrightable matters, concepts, expertise, patents, copyrights, trade
secrets, and other related legal rights utilized by PFPC in connection
with the services provided by PFPC to the Fund.
12. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provisions
for emergency use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment failures,
PFPC shall, at no additional expense to RSMC or the Fund, take reasonable
steps to minimize service interruptions. PFPC shall have no liability with
respect to the loss of data or service interruptions caused by equipment
failure, provided such loss or interruption is not caused by PFPC's own
willful misfeasance, bad faith, gross negligence or reckless disregard of
its duties or obligations under this Agreement.
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13. COMPENSATION. As compensation for services set forth herein that are
rendered by PFPC during the term of this Agreement, the Fund will pay to
PFPC a fee or fees as may be agreed to in writing by the Fund and PFPC.
14. INDEMNIFICATION.
(a) The Fund agrees to indemnify, defend and hold harmless PFPC and its
affiliates from all taxes, charges, expenses, assessments, claims
and liabilities (including, without limitation, liabilities arising
under the Securities Laws and any state and foreign securities and
blue sky laws and amendments thereto), and expenses, including
(without limitation) attorneys' fees and disbursements arising
directly or indirectly from any action or omission to act which PFPC
takes (i) at the request or on the direction of or in reliance on
the advice of RSMC or the Fund or (ii) upon Oral Instructions or
Written Instructions, or (iii) pursuant to its duties under this
Agreement. Neither PFPC, nor any of its affiliates, shall be
indemnified against any liability (or any expenses incident to such
liability) arising out of PFPC's or its affiliates' own willful
misfeasance, bad faith, gross negligence or reckless disregard of
its duties and obligations under this Agreement.
(b) PFPC agrees to indemnify and hold harmless RSMC and the Fund from
all taxes, charges, expenses, assessments, claims and liabilities
arising from PFPC's obligations pursuant to this Agreement
(including without limitation, liabilities arising under the
Securities Laws, and any state and foreign securities and blue sky
laws, and amendments thereto) and expenses, including (without
limitation) reasonable attorneys' fees and disbursements arising
directly or indirectly out of PFPC's or its nominees' own willful
misfeasance, bad faith, gross negligence or reckless disregard of
its duties and obligations under this Agreement.
(c) In order that the indemnification provisions contained in this
Section shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to
all developments concerning such claim. The party who may be
required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The
party seeking indemnification shall in no case confess any claim
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or make any compromise in any case in which the other party may be
required to indemnify it except with the other party's prior written
consent.
(d) The provisions of this Section 14 shall survive termination of this
Agreement.
15. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action on behalf of RSMC or
the Fund except as specifically set forth herein or as may be
specifically agreed to by PFPC in writing. PFPC shall be obligated
to exercise care and diligence in the performance of its duties
hereunder, to act in good faith and to use its best efforts, within
reasonable limits, in performing services provided for under this
Agreement. PFPC shall be liable for any damages arising out of
PFPC's failure to perform its duties under this Agreement to the
extent such damages arise out of PFPC's willful misfeasance, bad
faith, gross negligence or reckless disregard of such duties.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) PFPC shall not be liable for losses
beyond its control provided that PFPC has acted in accordance with
the standard of care set forth above; and (ii) PFPC shall not be
liable for (A) the validity or invalidity, or authority or lack
thereof, of any Oral Instruction or Written Instruction, notice, or
instrument which conforms to the applicable requirements of this
Agreement and which PFPC reasonably believes to be genuine; or (B)
subject to Section 12, delays or errors or loss of data occurring by
reason of circumstances beyond PFPC's control, including acts of
civil or military authority; national emergencies; labor
difficulties; fire; flood; catastrophe; acts of God; insurrection;
war; terrorism; riots or failure of the mails transportation,
communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary, RSMC and
the Fund hereby acknowledge and agree that (i) PFPC, in the course
of providing tax-related services or calculating and reporting
portfolio performance hereunder, may
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rely upon PFPC's interpretation of tax positions or its
interpretation of relevant circumstances (as reasonably determined
by PFPC) in providing such tax services and in determining methods
of calculating portfolio performance to be used, and that (ii) PFPC
shall not be liable for losses or damages of any kind associated
with such reliance except to the extent such loss or damage is
substantially due to PFPC's willful misfeasance, bad faith, gross
negligence or reckless disregard.
(d) Notwithstanding anything in this Agreement to the contrary, without
limiting anything in the immediately preceding Section 15(c), the
Fund hereby acknowledges and agrees that PFPC shall not be liable
for any losses or damages of any kind associated with any tax
filings with which PFPC has assisted in any way except to the extent
such loss or damage is substantially due to PFPC's negligence or
willful misconduct; provided, however, that PFPC shall not be found
to have been negligent for losses or damages associated with areas
of responsibility that the judiciary, regulators (or other
governmental officials) or members of the hedge fund industry
determine would otherwise apply to PFPC (or similar service
providers) and which, as of the date hereof, have yet to be
identified by such parties as areas for which PFPC (or any similar
service provider) is (or would be) responsible; provided, however,
as industry standards evolve and become established, there will be a
duty upon PFPC to comply with those evolving standards.
(e) Notwithstanding anything else in this Agreement to the contrary and
except to the limited extent set forth in paragraph 15(f) below,
(i)none of PFPC, RSMC or the Fund shall be liable for any
consequential, special or indirect losses or damages
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("Special Damages"), which any party may incur as a consequence of
it's performance hereunder.
(f) PFPC shall be liable for Special Damages incurred by RSMC or the
Fund only to the extent that Special Damages arise out of PFPC's or
its affiliates willful misfeasance, bad faith or gross negligence in
performing, or reckless disregard of, their duties under this
Agreement, provided, however, the liability of PFPC with respect to
all such Special Damages arising during the term of this Agreement
and thereafter shall be limited to the greater of One Hundred
Thousand Dollars ($100,000) per transaction or series of directly
related transactions; related transactions may be related as to
parties, timing or subject matter or the total of all fees paid by
the Fund by PFPC during the Initial Term and any Renewal Term.
(g) The provisions of this Section 15 shall survive termination of this
Agreement.
16. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS.
PFPC will perform the following accounting services with respect to the
Fund:
(i) Journalize investment, capital and income and expense
activities;
(ii) Verify investment buy/sell trade tickets when received from
the investment adviser for the Fund (the "Adviser") and, with
respect to trades in U.S. domestic securities, transmit such
trades to the Fund's custodian(s) for proper settlement;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical transaction activity for each underlying
investment fund;
(v) Record and reconcile underlying investment fund capital
changes with the Fund's Adviser;
(vi) Reconcile cash and investment balances of the Fund with the
Fund's custodian(s), and provide the Adviser with the
beginning cash balance available for investment purposes.
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(vii) Update the cash availability throughout the month;
(viii) Calculate contractual expenses, including management fees and
incentive allocation, as applicable, in accordance with the
Fund's prospectus;
(ix) Post to and prepare the Statement of Assets and Liabilities
and the Statement of Operations in U.S. dollar terms;
(ix) Monitor the expense accruals and notify an officer of the Fund
of any proposed adjustments;
(x) Control all disbursements and authorize such disbursements
from the Fund's account with its custodian(s) upon Written
Instructions;
(xii) Calculate capital gains and losses;
(xiii) Determine net income;
(xiv) Determine applicable foreign exchange gains and losses;
(xv) Obtain monthly valuations from the underlying investment funds
and calculate the market value of the Fund's investments in
accordance with the applicable valuation policies or
guidelines provided by the Fund to PFPC and reasonably
acceptable to PFPC;
(xvi) Transmit or mail a copy of the monthly portfolio valuation to
the Adviser;
(xvii) Arrange for the computation of the net asset value monthly in
accordance with the provisions of the Fund's prospectus; and
(xviii) As appropriate, compute yields, total return, expense
ratios, portfolio turnover rate, and, if required, portfolio
average dollar-weighted maturity.
17. DESCRIPTION OF SUB-ADMINISTRATION SERVICES ON A CONTINUOUS BASIS. PFPC
will perform the following sub-administration services if required with
respect to the Fund:
(i) Prepare monthly security transaction listings;
(ii) Supply various normal and customary Fund statistical data as
requested on an ongoing basis;
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(iii) Prepare for execution and file the Fund's Federal Form 1065
and state tax returns;
(iv) Coordinate contractual relationships and communications
between the Fund and its contractual service providers;
(v) Assist with the preparation of the Fund's annual and
semi-annual reports with the SEC on Form N-SAR and Form N-CSR
and file the same via XXXXX;
(vi) Coordinate printing of the Fund's annual and semi-annual
reports;
(vii) Perform such additional administrative duties relating to the
administration of the Fund as may subsequently be agreed upon
in writing between the Fund and PFPC. and
(viii) Upon reasonable request of RSMC or the Fund, PFPC will attend
Board meetings to answer questions relating to it's services.
18. DESCRIPTION OF INVESTOR SERVICES ON A CONTINUOUS BASIS. PFPC will perform
the following functions:
(i) Maintain the register of the Fund's Holders and enter on such
register all issues, transfers and repurchases of Interests in
the Fund;
(ii) Arrange for the calculation of the issue and repurchase prices
of Interests in the Fund in accordance with the Fund's
Declaration of Trust and Registration Statement;
(iii) Allocate income, expenses, gains and losses to individual
Holders' capital accounts in accordance with the Fund's
Declaration of Trust and Registration Statement;
(iv) Calculate the Incentive Allocation in accordance with the
Fund's Declaration of Trust and Registration Statement and
reallocate corresponding amounts from the applicable Holders'
accounts to the Adviser's account;
(v) Cooperate reasonably with the Fund and RSMC and its affiliates
on the conduct of all anti-money laundering programs
applicable to the Fund; however to the extent that PFPC is
required to perform additional services, PFPC, RSMC and the
Fund shall agree on the cost to provide those services; and
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(vi) Prepare and mail annually to each Holder in the Fund a Form
K-1 in accordance with applicable tax regulations.
19. DURATION AND TERMINATION. (i) This Agreement shall be effective on the
date first written above and shall terminate, unless extended, on December
31, 2006 at 11:59 pm (the "Initial Term"). Upon the expiration of the
Initial Term, this Agreement shall automatically renew for successive
terms of one (1) year ("Renewal Terms") each provided that it may be
terminated by any party without penalty during a Renewal Term upon written
notice given at least sixty (60) days prior to termination. During either
the Initial Term or the Renewal Terms, this Agreement may also be
terminated on an earlier date by any party for cause.
(ii) With respect to RSMC or the Fund, cause shall mean PFPC's
material breach of this Agreement causing it to fail substantially to
perform any duties under this Agreement. In order for such material breach
to constitute cause under this Paragraph, PFPC must receive written notice
from RSMC or the Fund specifying the material breach and PFPC shall not
have corrected such breach within thirty (30) days following receipt of
such notice .
(iii) With respect to PFPC, cause includes, but is not limited to,
the failure of RSMC or the Fund to pay the compensation set forth in
writing pursuant to Paragraph 12 of this Agreement after it has received
written notice from PFPC specifying the amount due and RSMC or the Fund
shall not have paid that amount within a thirty (30) day period. A
constructive termination of this Agreement will result where a substantial
percentage of the Fund's assets are transferred, merged or are otherwise
removed from the Fund to another fund(s) that is not serviced by PFPC.
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(iv) Any notice of termination for cause shall be effective sixty
(60) days from the date of any such notice. Upon the termination hereof,
RSMC or the Fund shall pay to PFPC such compensation as may be due for the
period prior to the date of such termination. Any termination effected
shall not affect the rights and obligations of the parties under
Paragraphs 14 and 15 hereof.
20. NOTICES. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxx X. Xxxxxxxx, General
Counsel; (b) if to RSMC or the Fund, at 0000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxx X. Xxxxx or (c) if to neither
of the foregoing, at such other address as shall have been given by like
notice to the sender of any such notice or other communication by the
other party. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex
or facsimile sending device. If notice is sent by confirming telegram,
cable, telex or facsimile sending device, it shall be deemed to have been
given immediately. If notice is sent by first-class mail, it shall be
deemed to have been given three (3) days after it has been mailed. If
notice is sent by messenger, it shall be deemed to have been given on the
day it is delivered.
21. AMENDMENTS. This Agreement, or any term thereof, may be changed or waived
only by written amendment, signed by the party against whom enforcement of
such change or waiver is sought.
22. DELEGATION; ASSIGNMENT. PFPC may assign its rights and delegate its duties
hereunder to any wholly owned direct or indirect subsidiary of PFPC or of
The PNC Financial Services Group, Inc., provided that (i) PFPC gives RSMC
or the Fund thirty (30) days prior written notice; and (ii) the delegate
(or assignee) agrees with PFPC, RSMC and the Fund to
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comply with all relevant provisions of the Securities Laws; and (iii) PFPC
and such delegate (or assignee) promptly provide such information as RSMC
or the Fund may request, and respond to such questions as RSMC or the Fund
may ask, relative to the delegation (or assignment), including (without
limitation) the capabilities of the delegate (or assignee). Any such
assignment shall not relieve PFPC of any obligation to perform hereunder
unless the Fund shall have consented in writing to such novation.
23. COUNTERPARTS. This Agreement may be executed in three or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
24. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
25. MISCELLANEOUS.
(a) Entire Agreement. This Agreement and the Escrow Agreement,
Sub-Administration, Accounting and Investor Services Fee Letter
Agreement and Sub-Administration, Accounting and Investor Services
Fee Waiver Letter Agreement, collectively embody the entire
agreement and understanding between the parties and supersedes all
prior agreements and understandings (other than the agreements noted
above) relating to the subject matter hereof, provided that the
parties may embody in one or more separate documents their
agreement, if any, with respect to delegated duties. Notwithstanding
any provision hereof, the services of PFPC do not constitute, nor
shall they be construed as constituting, legal advice or the
provision of legal services for or on behalf of RSMC, the Fund or
any other person.
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(b) Captions. The captions in 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.
(c) Governing Law. This Agreement shall be deemed to be a contract made
in Delaware and governed by Delaware law without regard to
principles of conflict of law.
(d) Partial Invalidity. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
(e) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by
such party.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Title: SVP
---------------------------
WILMINGTON LOW VOLATILITY
FUND OF FUNDS
By: /s/ Xxxx X. Xxxxx
---------------------------
Title: Vice President & CFO
---------------------------
XXXXXX SQUARE MANAGEMENT
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Title: President
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