Exhibit (h)(2)
THIS
AGREEMENT is made and entered into as of this 1st day of July, 2005, by and between The
Xxxxxxxx Funds, Inc., a Maryland business company (the “Company”) and
U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company
(“USBFS”).
WHEREAS,
the Company is registered under the Investment Company Act of 1940, as amended (the
“1940 Act”), as an open-end management investment company, and is authorized to
issue shares of beneficial interest in separate series, with each such series representing
interests in a separate portfolio of securities and other assets;
WHEREAS,
USBFS is, among other things, in the business of administering transfer and dividend
disbursing agent functions for the benefit of its customers; and
WHEREAS,
the Company desires to retain USBFS to provide transfer and dividend disbursing agent
services to each series of the Company listed on Exhibit A hereto (as amended
from time to time) (each a “Fund” and collectively, the “Funds”).
NOW,
THEREFORE, in consideration of the promises and mutual covenants 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
of USBFS as Transfer Agent |
| |
The
Company hereby appoints USBFS as transfer agent of the Company on the terms and conditions
set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to
perform the services and duties set forth in this Agreement. The services and duties of
USBFS shall be confined to those matters expressly set forth herein, and no implied duties
are assumed by or may be asserted against USBFS hereunder. |
| 2. |
Services
and Duties of USBFS |
| |
USBFS
shall provide the following transfer agent and dividend disbursing agent services to the
Fund: |
| |
A. |
Receive
and process all orders for the purchase, exchange, and/or redemption of
shares in accordance with Rule 22c-1 under the 1940 Act. |
| |
B. |
Process
purchase orders with prompt delivery, where appropriate, of payment and
supporting documentation to the Company’s custodian, and issue the
appropriate number of uncertificated shares with such uncertificated
shares being held in the appropriate shareholder account. |
| |
C. |
Arrange
for the issuance of shares obtained through transfers of funds from Fund
shareholders’ accounts at financial institutions and arrange for the
exchange of shares for shares of other eligible investment companies, when
permitted by the Fund’s prospectus (the “Prospectus”). |
| |
D. |
Process
redemption requests received in good order and, where relevant, deliver
appropriate documentation to the Company’s custodian. |
| |
E. |
Pay
monies upon receipt from the Company’s custodian, where relevant, in
accordance with the instructions of redeeming shareholders. |
| |
F. |
Process
transfers of shares in accordance with the shareholder’s
instructions, after receipt of appropriate documentation from the
shareholder as specified in the Prospectus. |
| |
G. |
Process
exchanges between Funds and/or classes of shares of Funds both within the
same family of funds and with a First American Money Market Fund, if
applicable. |
| |
H. |
Prepare
and transmit payments for dividends and distributions declared by the
Company with respect to the Fund, after deducting any amount required to
be withheld by any applicable laws, rules and regulations and in
accordance with shareholder instructions. |
| |
I. |
Serve
as the Fund’s agent in connection with accumulation, open account or
similar plans (e.g., periodic investment plans and periodic withdrawal
plans). |
| |
J. |
Make
changes to shareholder records, including, but not limited to, address
changes in plans (e.g., systematic withdrawal, automatic investment,
dividend reinvestment). |
| |
K. |
Handle
load and multi-class processing, including rights of accumulation and
purchases by letters of intent. |
| |
L. |
Record
the issuance of shares of the Fund and maintain, pursuant to Rule
17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), a record of the total number of
shares of the Fund which are authorized, issued and outstanding. |
| |
M. |
Prepare
shareholder meeting lists and, as necessary, mail, receive and tabulate
proxies. |
| |
N. |
Mail
shareholder reports and Prospectuses to current shareholders. |
2
| |
O. |
Prepare
and file U.S. Treasury Department Forms 1099 and other appropriate
information returns required with respect to dividends and distributions
for all shareholders. |
| |
P. |
Provide
shareholder account information upon request and prepare and mail
confirmations and statements of account to shareholders for all purchases,
redemptions and other confirmable transactions as agreed upon with the
Company. |
| |
Q. |
Mail
requests for shareholders’ certifications under penalties of perjury
and pay on a timely basis to the appropriate federal authorities any taxes
to be withheld on dividends and distributions paid by the Company, all as
required by applicable federal tax laws and regulations. |
| |
R. |
Provide
a Blue Sky system that will enable the Company to monitor the total number
of shares of the Fund sold in each state; provided that the Company, not
USBFS, is responsible for ensuring that shares are not sold in violation
of any requirement under the securities laws or regulations of any state. |
| |
S. |
Answer
correspondence from shareholders, securities brokers and others relating
to USBFS’s duties hereunder. |
| |
T. |
Reimburse
the Fund each month for all material losses resulting from “as of” processing
errors for which USBFS is responsible in accordance with the “as of” processing
guidelines set forth on Exhibit B hereto. |
| 3. |
Anti-Money
Laundering Program |
| |
The
Company acknowledges that it has had an opportunity to review, consider and comment upon
the written procedures provided by USBFS describing various tools used by USBFS which are
designed to promote the detection and reporting of potential money laundering activity by
monitoring certain aspects of shareholder activity as well as written procedures for
verifying a customer’s identity (collectively, the “Procedures”). Further,
the Company has determined that the Procedures, as part of the Company’s overall
anti-money laundering program, are reasonably designed to prevent the Fund from being used
for money laundering or the financing of terrorist activities and to achieve compliance
with the applicable provisions of the USA Patriot Act of 2002 and the implementing
regulations thereunder. |
| |
Based
on this determination, the Company hereby instructs and directs USBFS to implement the
Procedures on the Company’s behalf, as such may be amended or revised from time to
time. It is contemplated that these Procedures will be amended from time to time by the
parties as additional regulations are adopted and/or regulatory guidance is provided
relating to the Company’s anti-money laundering responsibilities. |
| |
USBFS
agrees to provide to the Company: |
| |
(a) |
Prompt
written notification of any transaction or combination of transactions
that USBFS believes, based on the Procedures, evidence money laundering
activity in connection with the Company or any shareholder of the Fund; |
| |
(b) |
Prompt
written notification of any customer(s) that USBFS reasonably believes,
based upon the Procedures, to be engaged in money laundering activity,
provided that the Company agrees not to communicate this information to
the customer; |
| |
(c) |
Any
reports received by USBFS from any government agency or applicable industry
self-regulatory organization pertaining to USBFS’s anti-money
laundering monitoring on behalf of the Company; |
| |
(d) |
Prompt
written notification of any action taken in response to anti-money
laundering violations as described in (a), (b) or (c); and |
| |
(e) |
Certified
annual and quarterly reports of its monitoring and customer identification
activities on behalf of the Company. |
| |
The
Company hereby directs, and USBFS acknowledges, that USBFS shall (i) permit federal
regulators access to such information and records maintained by USBFS and relating to
USBFS’s implementation of the Procedures, on behalf of the Company, as they may
request, and (ii) permit such federal regulators to inspect USBFS’s implementation of
the Procedures on behalf of the Company. |
| |
USBFS
shall be compensated for providing the services set forth in this Agreement in accordance
with the fee schedule set forth on Exhibit C hereto (as amended from time to time).
USBFS shall also be compensated for such out-of-pocket expenses (e.g., telecommunication
charges, postage and delivery charges, and reproduction charges) as are reasonably
incurred by USBFS in performing its duties hereunder. The Company shall pay all such fees
and reimbursable expenses within 30 calendar days following receipt of the billing notice,
except for any fee or expense subject to a good faith dispute. The Company shall notify
USBFS in writing within 30 calendar days following receipt of each invoice if the Company
is disputing any amounts in good faith. The Company shall pay such disputed amounts within
10 calendar days of the day on which the parties agree to the amount to be paid.
Notwithstanding anything to the contrary, amounts owed by the Company to USBFS shall only
be paid out of assets and property of the particular Fund involved. |
4
| 5. |
Representations
and Warranties |
| |
A. |
The
Company hereby represents and warrants to USBFS, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that: |
| |
(1) |
It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now
conducted, to enter into this Agreement and to perform its
obligations hereunder; |
| |
(2) |
This
Agreement has been duly authorized, executed and delivered by the Company
in accordance with all requisite action and constitutes a valid and
legally binding obligation of the Company, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights
and remedies of creditors and secured parties; |
| |
(3) |
It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has
obtained all regulatory approvals necessary to carry on its business
as now conducted; there is no statute, rule, regulation, order or
judgment binding on it and no provision of its charter, bylaws or any
contract binding it or affecting its property which would prohibit
its execution or performance of this Agreement; and |
| |
(4) |
A
registration statement under the 1940 Act and the Securities Act of 1933, as
amended, will be made effective prior to the effective date of this
Agreement and will remain effective during the term of this
Agreement, and appropriate state securities law filings will be made
prior to the effective date of this Agreement and will continue to be
made during the term of this Agreement as necessary to enable the
Company to make a continuous public offering of its shares. |
| |
B. |
USBFS
hereby represents and warrants to the Company, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that: |
| |
(1) |
It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now
conducted, to enter into this Agreement and to perform its
obligations hereunder; |
| |
(2) |
This
Agreement has been duly authorized, executed and delivered by USBFS in
accordance with all requisite action and constitutes a valid and
legally binding obligation of USBFS, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights
and remedies of creditors and secured parties; |
5
| |
(3) |
It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has
obtained all regulatory approvals necessary to carry on its business
as now conducted; there is no statute, rule, regulation, order or
judgment binding on it and no provision of its charter, bylaws or any
contract binding it or affecting its property which would prohibit
its execution or performance of this Agreement; and |
| |
(4) |
It
is a registered transfer agent under the Exchange Act. |
| 6. |
Standard
of Care; Indemnification; Limitation of Liability |
| |
A. |
USBFS
shall exercise reasonable care in the performance of its duties under this
Agreement. USBFS shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Company in connection with its
duties under this Agreement, including losses resulting from mechanical
breakdowns or the failure of communication or power supplies beyond USBFS’s
control, except a loss arising out of or relating to USBFS’s refusal
or failure to comply with the terms of this Agreement or from its bad
faith, negligence, or willful misconduct in the performance of its duties
under this Agreement. Notwithstanding any other provision of this
Agreement, if USBFS has exercised reasonable care in the performance of
its duties under this Agreement, the Company shall indemnify and hold
harmless USBFS from and against any and all claims, demands, losses,
expenses, and liabilities of any and every nature (including reasonable
attorneys’ fees) that USBFS may sustain or incur or that may be
asserted against USBFS by any person arising out of any action taken or
omitted to be taken by it in performing the services hereunder (i) in
accordance with the foregoing standards, or (ii) in reliance upon any
written or oral instruction provided to USBFS by any duly authorized
officer of the Company, as approved by the Board of Directors of the
Company (the “Board of Directors”), except for any and all
claims, demands, losses, expenses, and liabilities arising out of or
relating to USBFS’s refusal or failure to comply with the terms of
this Agreement or from its bad faith, negligence or willful misconduct in
the performance of its duties under this Agreement. This indemnity shall be a
continuing obligation of the Company, its successors and assigns,
notwithstanding the termination of this Agreement. As used in this
paragraph, the term “USBFS” shall include USBFS’s
directors, officers and employees. |
| |
USBFS
shall indemnify and hold the Company harmless from and against any and all claims,
demands, losses, expenses, and liabilities of any and every nature (including reasonable
attorneys’ fees) that the Company may sustain, or incur or that may be asserted
against the Company by any person arising out of any action taken, or omitted to be taken,
by USBFS as a result of USBFS’s refusal or failure to comply with the terms of this
Agreement, or from its bad faith, negligence, or willful misconduct in the performance of
its duties under this Agreement. This indemnity shall be a continuing obligation of USBFS,
its successors and assigns, notwithstanding the termination of this Agreement. As used in
this paragraph, the term “Company” shall include the Company’s directors,
officers and employees. |
6
| |
Neither
party to this Agreement shall be liable to the other party for consequential, special or
punitive damages under any provision of this Agreement. |
| |
In
the event of a mechanical breakdown or failure of communication or power supplies beyond
its control, USBFS shall take all reasonable steps to minimize service interruptions for
any period that such interruption continues. USBFS will make every reasonable effort to
restore any lost or damaged data and correct any errors resulting from such a breakdown at
the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for emergency use
of electrical data processing equipment to the extent appropriate equipment is available.
Representatives of the Company shall be entitled to inspect USBFS’s premises and
operating capabilities at any time during regular business hours of USBFS, upon reasonable
notice to USBFS. Moreover, USBFS shall provide the Company, at such times as the Company
may reasonably require, copies of reports rendered by independent accountants on the
internal controls and procedures of USBFS relating to the services provided by USBFS under
this Agreement. |
| |
Notwithstanding
the above, USBFS reserves the right to reprocess and correct administrative errors at its
own expense. |
| |
B. |
In
order that the indemnification provisions contained in this section shall
apply, it is understood that if in any case the indemnitor may be asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be fully
and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the indemnitee will use all
reasonable care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a claim for
indemnification. The indemnitor shall have the option to defend the
indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it will so
notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no case
confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with the
indemnitor’s prior written consent. |
7
| |
C. |
The
indemnity and defense provisions set forth in this Section 6 shall
indefinitely survive the termination and/or assignment of this Agreement. |
| |
D. |
If
USBFS is acting in another capacity for the Company pursuant to a separate
agreement, nothing herein shall be deemed to relieve USBFS of any of its
obligations in such other capacity. |
| 7. |
Data
Necessary to Perform Services |
| |
The
Company or its agent shall furnish to USBFS the data necessary to perform the services
described herein at such times and in such form as mutually agreed upon. |
| 8. |
Proprietary
and Confidential Information |
| |
USBFS
agrees on behalf of itself and its directors, officers, and employees to treat
confidentially and as proprietary information of the Company, all records and other
information relative to the Company and prior, present, or potential shareholders of the
Company (and clients of said shareholders), and not to use such records and information
for any purpose other than the performance of its responsibilities and duties hereunder,
except (i) after prior notification to and approval in writing by the Company, which
approval shall not be unreasonably withheld and may not be withheld where USBFS may be
exposed to civil or criminal contempt proceedings for failure to comply, (ii) when
requested to divulge such information by duly constituted authorities, or (iii) when so
requested by the Company. Records and other information which have become known to the
public through no wrongful act of USBFS or any of its employees, agents or
representatives, and information that was already in the possession of USBFS prior to
receipt thereof from the Company or its agent, shall not be subject to this paragraph. |
| |
Further,
USBFS will adhere to the privacy policies adopted by the Company pursuant to Title V of
the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, USBFS
shall have in place and maintain physical, electronic and procedural safeguards reasonably
designed to protect the security, confidentiality and integrity of, and to prevent
unauthorized access to or use of, records and information relating to the Company and its
shareholders. |
| |
USBFS
shall keep records relating to the services to be performed hereunder in the form and
manner, and for such period, as it may deem advisable and is agreeable to the Company, but
not inconsistent with the rules and regulations of appropriate government authorities, in
particular, Section 31 of the 1940 Act and the rules thereunder. USBFS agrees that all
such records prepared or maintained by USBFS relating to the services to be performed by
USBFS hereunder are the property of the Company and will be preserved, maintained, and
made available in accordance with such applicable sections and rules of the 1940 Act and
will be promptly surrendered to the Company or its designee on and in accordance with its
request. |
8
| |
The
Company has and retains 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, the Xxxxxxxx-Xxxxx Act of 2002, the USA Patriot Act of 2002 and the policies and
limitations of the Fund relating to its portfolio investments as set forth in its
Prospectus and statement of additional information. USBFS’s services hereunder shall
not relieve the Company of its responsibilities for assuring such compliance or the Board
of Director’s oversight responsibility with respect thereto. |
| 11. |
Term
of Agreement; Amendment |
| |
This
Agreement shall become effective as of the date first written above and will continue in
effect for a period of one year. Subsequent to the initial one-year term, this Agreement
may be terminated by either party upon giving 90 days prior written notice to the other
party or such shorter period as is mutually agreed upon by the parties. Notwithstanding
the foregoing, this Agreement may be terminated by any party upon the breach of the other
party of any material term of this Agreement if such breach is not cured within 15 days of
notice of such breach to the breaching party. This Agreement may not be amended or
modified in any manner except by written agreement executed by USBFS and the Company, and
authorized or approved by the Board of Directors. |
| 12. |
Duties
in the Event of Termination |
| |
In
the event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Company by written notice to USBFS,
USBFS will promptly, upon such termination and at the expense of the Company, transfer to
such successor all relevant books, records, correspondence, and other data established or
maintained by USBFS under this Agreement in a form reasonably acceptable to the Company
(if such form differs from the form in which USBFS has maintained the same, the Company
shall pay any expenses associated with transferring the data to such form), and will
cooperate in the transfer of such duties and responsibilities, including provision for
assistance from USBFS’s personnel in the establishment of books, records, and other
data by such successor. If no such successor is designated, then such books, records and
other data shall be returned to the Company. |
| |
This
Agreement shall extend to and be binding upon the parties hereto and their respective
successors and assigns; provided, however, that this Agreement shall not be assignable by
the Company without the written consent of USBFS, or by USBFS without the written consent
of the Company accompanied by the authorization or approval of the Company’s Board of
Directors. |
9
| |
This
Agreement shall be construed in accordance with the laws of the State of Wisconsin,
without regard to conflicts of law principles. 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
Securities and Exchange Commission thereunder. |
| 15. |
No
Agency Relationship |
| |
Nothing
herein contained shall be deemed to authorize or empower either party to act as agent for
the other party to this Agreement, or to conduct business in the name, or for the account,
of the other party to this Agreement. |
| 16. |
Services
Not Exclusive |
| |
Nothing
in this Agreement shall limit or restrict USBFS from providing services to other parties
that are similar or identical to some or all of the services provided hereunder. |
| |
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. |
| |
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 on the date delivered personally or by courier
service, or three days after sent by registered or certified mail, postage prepaid, return
receipt requested, or on the date sent and confirmed received by facsimile transmission to
the other party’s address set forth below: |
| |
Notice
to USBFS shall be sent to: |
| |
U.S.
Bancorp Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Fax No.: (000) 000-0000 |
10
| |
and
notice to the Company shall be sent to: |
| |
The
Xxxxxxxx Funds, Inc.
The Courtyard Square
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx,
XX 000000
Fax No.: (000) 000-0000 |
| |
This
Agreement may be executed on two or more counterparts, each of which when so executed
shall be deemed to be an original, but such counterparts shall together constitute but one
and the same instrument. |
11
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly
authorized officer on one or more counterparts as of the date first above written.
| THE XXXXXXXX FUNDS, INC. |
U.S. BANCORP FUND SERVICES, LLC |
By: /s/ Xxxx X. Xxxxxxxx |
By: /s/ Xxx X. Xxxxxxx |
Title: President |
Title: President |
12
Fund Names
Separate Series of The Xxxxxxxx
Funds, Inc.
|
|
| Name of Series |
Date Added |
Xxxxxxxx Balanced Fund |
3/8/96 |
Xxxxxxxx Total Return Fund |
7/29/98 |
A-1
As Of Processing Policy
USBFS
will reimburse each Fund for any Net Material Loss that may exist on the Fund’s books
and for which USBFS is responsible, at the end of each calendar month. “Net Material
Loss” shall be defined as any remaining loss, after netting losses against any gains,
which impacts a Fund’s net asset value per share by more than ½ cent. Gains
and losses will be reflected on the Fund’s daily share sheet, and the Fund will be
reimbursed for any net material loss on a monthly basis. USBFS will reset the as of ledger
each calendar month so that any losses, which do not exceed the materiality threshold of
½ cent, will not be carried forward to the next succeeding month. USBFS will notify
the advisor to the Fund on the daily share sheet of any losses for which the advisor may
be held accountable.
B-1
Exhibit B to the following agreements
between:
The Xxxxxxxx Funds, Inc. and U.S.
Bancorp Fund Services, LLC;
The Xxxxxxxx Mutual Funds, Inc. and U.S. Bancorp Fund
Services, LLC; and
Xxxxxxxx Funds Trust and U.S. Bancorp Fund Services, LLC
Fund Accounting
Servicing Agreement dated July 1, 2005
Fund Administration Servicing Agreement dated July
1, 2005
The Xxxxxxxx Funds, Inc. and U.S.
Bancorp Fund Services, LLC;
The Xxxxxxxx Mutual Funds, Inc. and U.S. Bancorp Fund
Services, LLC; and
Xxxxxxxx Funds Trust and U.S. Bancorp Fund Services, LLC
Exhibit D to the Custody
Agreement dated July 1, 2005, between:
The Xxxxxxxx Funds, Inc. and U.S.
Bank, N.A.;
The Xxxxxxxx Mutual Funds, Inc. and U.S. Bank, N.A.; and
Xxxxxxxx Funds Trust
and U.S. Bank, X.X.
X.X. BANCORP FUND
SERVICES, LLC
ANNUAL FEE SCHEDULE
Annual fee schedule
per fund for the following funds (the fund complex):
| |
The
Xxxxxxxx Funds, Inc.: |
| |
Xxxxxxxx
Balanced Fund
Xxxxxxxx Total Return Fund |
| |
The
Xxxxxxxx Mutual Funds, Inc.: |
| |
Xxxxxxxx
Cornerstone Growth Fund
Xxxxxxxx Cornerstone Value Fund
Xxxxxxxx Focus 30 Fund |
| |
Xxxxxxxx
Cornerstone Growth Fund, Series II |
| |
Annual
fee based upon fund complex net assets: |
| |
25.5
basis points on all net assets up to $1 billion
21 basis points on the
next $1 billion
17 basis points on net assets over $2 billion
Minimum annual fee: $600,000 for fund complex |
| |
Extraordinary
services - quoted separately
Fees are billed monthly |
| |
Annual
fee includes all fund expenses, excluding extraordinary expenses, related to the
agreements indicated above. |
D-1
