ADMINISTRATION AGREEMENT
AGREEMENT dated as of October 14, 1996 by and between Xxxxxxx, Xxxxxxx
Funds, Inc., a Maryland corporation (the "Fund"), and AMT Capital Services,
Inc., a Delaware corporation ("AMT Capital").
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and offers shares of three separate series of its common stock, par value $.001
per share, which have been registered under the Securities Act of 1933, as
amended;
WHEREAS, AMT Capital is a service company which provides management,
administrative and other services to investment companies and other entities;
and
WHEREAS, the Fund desires to retain AMT Capital to render certain
management and administrative services, including supervision of certain third
party vendors to the Fund.
NOW, THEREFORE, in consideration of the above premises and of other good
and valuable consideration the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Appointment of Administrator
The Fund hereby appoints AMT Capital to act as administrator to the Fund
for the period and on the terms set forth in this Agreement. This appointment
applies to each existing series of the Fund, as well as any future series
provided (i) the Fund does not object to AMT Capital in writing on any basis or
(ii) AMT Capital does not object to the Fund in writing on the basis of the
capabilities of AMT Capital. AMT Capital accepts such appointment and agrees
to render the services and provide, at its own expense, the office space,
furnishings and equipment, and the personnel required by it to perform the
services on the terms and for the compensation herein provided.
As further delineated on Schedule A of this Agreement, which may be
amended by the parties from time to time, AMT Capital shall provide for, or
assist in managing and supervising all aspects of, the general day-to-day
business activities and operations of the Fund except for investment advisory
services, including custodial, transfer agency, dividend disbursing, accounting,
auditing and legal services. AMT Capital shall discharge such responsibilities
subject to the supervision and direction of the Fund's officers and Board of
Directors, and in compliance with the objectives, policies and limitations set
forth in the Fund's registration statement, Articles of Incorporation, By-Laws
and applicable laws and regulations. All agreements with third parties shall
be subject to review and approval by the Fund's executive officers or Board of
Directors.
AMT Capital will perform all of its obligations under this Agreement in
accordance with applicable law, including without limitation laws against
discrimination.
2. Representation and Warranties of AMT Capital
AMT Capital represents and warrants to the Fund that:
A. AMT Capital is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has full power and
authority, corporate and otherwise, to consummate the transactions contemplated
by this Agreement. AMT Capital is duly qualified to carry out its business, and
is in good standing, in the State of New York.
B. The Board of Directors and stockholders of AMT Capital have taken all
action required by law and AMT Capital's Certificate of Incorporation and By-
Laws to authorize the execution and delivery of this Agreement by AMT Capital
and the consummation on behalf of AMT Capital of the transactions contemplated
by this Agreement. This Agreement constitutes a legal, valid and binding
obligation of AMT Capital enforceable in accordance with its terms. Neither the
execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will result in a breach of, or constitute a
default under, or with lapse of time or giving of notice or both will result in
a breach of or constitute a default under, or otherwise give any party thereto
the right to terminate (a) any mortgage, indenture, loan or credit agreement or
any other agreement or instrument evidencing indebtedness for money borrowed to
which AMT Capital is a party or by which AMT Capital or any of its properties is
bound or affected, or pursuant to which AMT Capital has guaranteed the
indebtedness of any person, or (b) any lease, license, contract or other
agreement to which AMT Capital is a party or by which AMT Capital or any of its
properties is bound or affected. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
result in, or require, the creation or imposition of any mortgage, deed or
trust, pledge, lien, security interest, or other charge or encumbrance of any
nature upon or with respect to any of the properties now or hereafter owned by
AMT Capital.
C. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will violate any provision
of the Certificate of Incorporation or By-Laws of AMT Capital.
D. Except such as have been obtained and as are in full force and effect
and subject to no dispute, claim or challenge, no permit, license, franchise,
approval, authorization, qualification or consent of, registration or filing
with, or notice to, any governmental authority is required in connection with
the execution and delivery by AMT Capital of this Agreement or in connection
with the consummation by AMT Capital of any transactions contemplated by this
Agreement, and no such permit, license, franchise, approval, authorization,
qualification or consent of, registration or filing with, or notice to any
federal, state or local governmental authority is required in connection with
AMT Capital's business or operations as currently conducted or as currently
contemplated to be conducted. AMT Capital has conducted its business and
operations in compliance with all applicable laws and regulations.
3. Duties of the Fund
A. The Fund will deliver to AMT Capital copies of each of the following
documents and will deliver to AMT Capital all future amendments and supplements,
if any:
(1) A certified copy of the Articles of Incorporation of the Fund as
amended and currently in effect;
(2) A copy of the Fund's By-Laws as amended and currently in effect,
certified by the Secretary of the Fund;
(3) A copy of the resolution of the Fund's Board of Directors
authorizing this Agreement, certified by the Secretary of the Fund;
(4) The Fund's registration statement on Form N-1A as filed with, and
declared effective by, the U.S. Securities and Exchange Commission
("SEC"), and all amendments thereto;
(5) Each resolution of the Board of Directors of the Fund authorizing
the original issue of its shares, certified by the Secretary of the Fund;
(6) Copies of the resolutions of the Fund's Board of Directors
authorizing: (i) certain officers and employees of AMT Capital to give
instructions to the Fund's custodian and transfer agent as required by
agreements with such parties, and (ii) certain officers and employees of
AMT Capital to sign checks and pay expenses on behalf of the Fund,
certified by the Secretary of the Fund;
(7) A copy of the current Investment Advisory Agreement between the Fund
and Xxxxxxx, Loevner Management, L.P.;
(8) A copy of the Custodian Agreement and Transfer Agency Agreement
relating to the Fund; and
(9) Such other certificates, documents or opinions which AMT Capital
may, in its reasonable discretion, deem necessary or appropriate in the
proper performance of its duties.
B. The Fund will cooperate in providing AMT Capital with all
information reasonably necessary to permit AMT Capital to perform its duties
hereunder.
C. The Fund certifies to AMT Capital that, as of the close of business
on the date of this Agreement, it has authorized capitalization of 2,500,000,000
shares of its common stock, $.01 par value (the "Shares"), divided among its
series, and agrees that AMT Capital will be promptly notified from time to time
when the Fund takes corporate action to increase the number of authorized
shares, including restoring redeemed shares held in its treasury to the status
of authorized and unissued shares.
4. Services To Be Obtained Independently By the Fund
The Fund shall, at its own expense, provide for any of its own:
A. Organizational expenses;
B. Services of an independent accountant;
C. Services of outside legal counsel (including such counsel's review
of the Fund's registration statement, proxy materials and other reports and
materials prepared by AMT Capital under this Agreement);
D. Services contracted for by the Fund directly from parties other than
AMT Capital acting as administrator (or subcontracted for by AMT Capital on
behalf of the Fund, subject to review and approval by the Fund's executive
officers or Board of Directors);
E. Trading operations and brokerage fees, commissions and transfer
taxes in connection with the purchase and sale of securities for its investment
portfolio;
F. Investment advisory services;
G. Taxes, insurance premiums and other fees and expenses applicable to
its operation;
H. Costs incidental to any meeting of shareholders including, but not
limited to, legal and accounting fees, proxy filing fees and costs incidental to
the preparation, printing and mailing of any proxy materials;
I. Cost incidental to Directors' meetings, including fees and expenses
of Directors;
J. The salary and expenses of any officer or employee of the Fund who
is not also an officer or employee of AMT Capital;
K. Custodian and depository banks, and all services related thereto;
L. Costs incidental to the preparation, printing and distribution of
its registration statement and any amendments thereto, and shareholder reports,
including printing setup, printing and mailing costs;
M. All registration fees and filing fees required under the securities
laws of the United States and state regulatory authorities;
N. Fidelity bond and director's and officers' liability insurance;
O. Record retention costs of third parties;
P. Distribution fees pursuant to any distribution plan, if and when
adopted pursuant to Rule 12b-1 under the 1940 Act; and
Q. Litigation and indemnification expenses and other extraordinary
expenses not incurred in the ordinary course of the Fund's business.
5. Price, Charges and Instructions
In consideration of the services rendered and expenses assumed by AMT
Capital pursuant to this Agreement, the Fund will pay AMT Capital (i) a monthly
fee at the annual rate of 0.15 % of the Fund's first $500 million of average
daily net assets; 0.10% of the Fund's next $500 million of average daily net
assets; and 0.05% of the Fund's average daily net assets over $1 billion. Such
sum shall be paid in monthly installments by the tenth day of each month for the
previous month.
For purposes of this Section 5, the "average daily net assets" of the
Portfolio shall mean the average of the values placed on the Portfolio's net
assets on each day pursuant to the applicable provisions of the Fund's
Registration Statement, as amended.
In addition, AMT Capital shall be reimbursed for the reasonable cost of
any and all forms, including blank checks and proxies, used by it in
communicating with shareholders, directors, Fund management, or any regulatory
agencies on behalf of the Fund, or especially prepared for use in connection
with its obligations hereunder, as well as the reasonable cost of postage,
telephone, telex and telecopy used in communicating with shareholders,
directors, Fund management, or any regulatory agencies on behalf of the Fund,
travel-related expenses when incurred on official Fund business and microfilm
used each year to record the previous year's transactions in shareholder
accounts and computer tapes used for reasonable permanent storage of records,
permanent storage costs for hard copy Fund records and reasonable cost of
insertion of materials in mailing envelopes by outside firms. Prior to ordering
any forms in such supply as it estimates will be adequate for more than two
years' use, AMT Capital shall obtain the written consent of the Fund. All forms
for which AMT Capital has received reimbursement from the Fund shall be and
remain the property of the Fund until used.
At any time AMT Capital may apply to any executive officer of the Fund or
executive officer of the Fund's investment adviser for instructions, and may
consult with legal counsel for the Fund, if consented to by an executive officer
of the Fund at the expense of the Fund, with respect to any matter arising in
connection with the services to be performed by AMT Capital under this Agreement
and AMT Capital shall not be liable and shall be indemnified by the Fund for any
action taken or omitted by it in good faith in reliance upon such instructions
or upon the opinion of such counsel. AMT Capital shall be protected and
indemnified in acting upon any paper or document of the Fund reasonably believed
by it to be genuine and to have been signed by the proper person or persons and
shall not be held to have notice of any change of authority of any
representative of the Fund, until receipt of written notice thereof from the
Fund, unless an officer of AMT Capital shall have actual knowledge of such
change. AMT Capital shall also be protected and indemnified, except where a
stop order is in effect, in recognizing transfer documents which AMT Capital
reasonably believes to bear the proper manual or facsimile signature of the
officers of the Fund, and the proper counter-signatures of any present or former
transfer agent.
6. Limitation of Liability and Indemnification
A. AMT Capital shall provide its services in a professional manner
customarily provided by leading mutual fund administration companies. AMT
Capital shall be responsible for the performance of only such duties as are set
forth or contemplated herein or contained in instructions given to it by the
Fund which are not contrary to this Agreement. AMT Capital shall have no
liability for any loss or damage resulting from the performance or non-
performance of its duties hereunder unless caused by or resulting from the gross
negligence, bad faith or willful misconduct of AMT Capital, its officers or
employees or the violation by any of such persons of this Agreement. In no
event, however, shall AMT Capital be liable for any consequential damages
including, without limitation, any taxes, penalties, litigation expenses or
other loss or damage resulting from the failure by other persons providing
services to the Fund to conform to applicable legal or regulatory requirements,
or to the Fund's investment policies and restrictions as set forth in its
registration statement, notwithstanding that AMT Capital, in the course of
carrying out its monitoring duties hereunder, failed to discover such failure.
B. The Fund shall indemnify and hold AMT Capital harmless from all
loss, cost, damage and expense, including reasonable expenses for counsel,
incurred by it resulting from any claim, demand, action or suit in connection
with any action or omission by it in the performance of its duties hereunder, or
as a result of acting upon any instructions reasonably believed by it to have
been executed by a duly authorized officer of the Fund, provided that this
indemnification shall not apply to actions or omissions of AMT Capital, its
officers or employees in cases of its or their own negligence or misconduct or
the violation by any of such persons of this Agreement.
C. The Fund will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above, and if the
Fund elects to assume the defense, such defense shall be conducted by counsel
chosen by the Fund. In the event the Fund elects to assume the defense of any
such suit and retain such counsel, AMT Capital or any of its affiliated persons,
named as defendant or defendants in the suit, may retain additional counsel at
its or their own expense, except that, if the Fund shall have specifically
authorized the retaining of such counsel, then the reasonable expenses for such
counsel shall be reimbursed by the Fund.
7. Confidentiality
AMT Capital agrees on behalf of itself and its directors, officers and
employees to treat confidentially and as proprietary information of the Fund
all records and other information relative to the Fund and its prior, present
or potential shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities hereunder, except (i)
after prior notification to and approval in writing by the Fund, which
approval shall not be unreasonably withheld when requested to divulge such
information by duly constituted authorities and may not be withheld where AMT
Capital may be exposed to civil or criminal contempt proceedings for failure
to comply, and AMT Capital shall disclose all such records and information to
the investment adviser to the Fund when so requested by the adviser or the
Fund.
8. Compliance With Governmental Rules and Regulations
The Fund assumes full responsibility for complying with all applicable
requirements of the Securities Act of 1933, the 1940 Act and the Securities
Exchange Act of 1934, all as amended, and any laws, rules and regulations of
governmental authorities having jurisdiction, except to the extent that AMT
Capital specifically assumes any such obligations under the terms of this
Agreement.
AMT Capital shall maintain and preserve for the period prescribed, such
records relating to the services to be performed by AMT Capital under this
Agreement as are required pursuant to the 1940 Act and the Securities Exchange
Act of 1934, all as amended, and the rules and regulations thereunder. All such
records shall at all times remain the respective properties of the Fund, shall
be readily accessible during normal business hours and shall be promptly
surrendered upon the termination of this Agreement or otherwise on written
request. Records shall be surrendered in usable machine readable form.
9. Status of AMT Capital
AMT Capital shall be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized by the Fund from time
to time, have no authority to act or represent the Fund in any way or otherwise
be deemed an agent of the Fund.
Nothing herein shall be deemed to limit or restrict AMT Capital's right or
that of any of its affiliates or employees, to engage in any other business or
to devote time and attention to the administration or other related aspects of
any other registered investment company or to render services of any kind to any
other corporation, firm, individual or association.
10. Printed Matter Concerning the Fund or AMT Capital
Neither the Fund nor AMT Capital shall publish and circulate any printed
matter which contains any reference to the other party without its prior written
approval, excepting such printed matter as refers in accurate terms to AMT
Capital's appointment under this Agreement and/or any other agreement between
the Fund and AMT Capital, and excepting as may be required by applicable laws or
regulations.
11. Term, Amendment and Termination
This Agreement may be modified or amended from time to time by mutual
agreement between the parties hereto. The Agreement shall remain in effect for
a period of five years from the date hereof, and shall automatically continue in
effect thereafter unless terminated by either party at the end of such period or
thereafter on 120 days' prior written notice. Upon termination of the
Agreement, the Fund shall pay to AMT Capital such compensation as may be due
under the terms hereof on the date of such termination.
12. Default
If either party materially breaches, materially neglects or materially
fails, in whole or in part, to perform its duties and/or observe its obligations
hereunder (a "Default"), that party is in Default hereunder (the "Defaulting
Party"). The other party hereto may give written notice to the Defaulting Party
and if such Default shall not have been remedied within thirty (30) days after
such written notice is given, then the party giving such notice may terminate
this Agreement by thirty (30) days written notice of such termination to the
Defaulting Party, but such termination shall not affect any rights or
obligations of either party arising from or relating to such Default under the
terms hereof.
Not in limitation of the foregoing, the Fund may terminate this Agreement
prior to the end of the initial five (5) year term of this Agreement, other than
for a Default by AMT Capital, upon ninety (90) days written notice to AMT
Capital and payment of liquidated damages to AMT Capital as follows: The
liquidated damages amount shall be equal to (i) the aggregate of monthly fees
due or paid to AMT Capital under this Agreement for the last six (6) months
prior to receipt of notice of termination, if this Agreement is so terminated by
the Fund in its first or second year, or (ii) the aggregate of the monthly fees
dues to AMT Capital under this Agreement for the last two (2) months prior to
receipt of notice of termination, if this Agreement is so terminated by the Fund
in its third, fourth, or fifth year. Upon payment of such sum, AMT Capital
shall have no further claim to fees due under this Agreement for periods after
the termination date.
The provisions of this Section 12 shall not limit either party's
termination rights under Section 11 of this Agreement. The provisions of
Section 11 and this Section 12 shall govern the method of termination of this
Agreement, but shall not limit any other rights or remedies of either party in
the event of any breach of this Agreement by the other party.
13. Notices
Any notice or other communication authorized or required hereunder shall
be in writing or by confirming telegram, cable, telex or facsimile sending
device. Notice shall be addressed to the Fund at 00 Xxxxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxxxx, Xxx Xxxxxx 00000, Attention: President; and to AMT Capital
Services, Inc., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxx X. Xxxxxxx. Either party may designate a different address by
notice to the other party. Any such notice or other communication shall be
deemed given when actually received.
14. Non-Assignability
This Agreement shall not be assigned by either of the parties hereto
without the prior consent in writing of the other party. Any purported
assignment in violation of this Agreement shall be void and of no effect.
15. Successors
This Agreement shall be binding on and shall inure to the benefit of the
Fund and AMT Capital, and their respective successors and permitted assigns.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
ATTEST: XXXXXXX, LOEVNER FUNDS, INC.
_______________________ By:_________________________
Xxxxx X. Xxxxxxx,
Secretary President
ATTEST: AMT CAPITAL SERVICES, INC.
______________________ By:_________________________
Xxxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxx,
Senior Vice President President
SCHEDULE A
to
ADMINISTRATION AGREEMENT
between
XXXXXXX, LOEVNER FUNDS, INC.
and
AMT CAPITAL SERVICES, INC.
Pursuant to the attached Administration Agreement, AMT Capital Services, Inc.
("AMT Capital") will provide the following services to Xxxxxxx, Xxxxxxx Funds,
Inc. (the "Fund"):
1) Supervision of all third party vendors to the Fund - AMT Capital
will supervise the quality of service and competitiveness of fees of
all Fund vendors, except the investment adviser. AMT Capital will
develop day-to-day working relationships with existing vendors as
well as evaluate alternative vendor candidates, as reasonably
requested by the Fund's officers. The vendors that AMT Capital will
be responsible for include:
a) Transfer and Dividend Disbursing Agent, Fund Accounting Agent
and Custodian - AMT Capital will make necessary efforts to
ensure that all legally required functions are performed at a
high quality level and at a competitive fee. AMT Capital will
strive to enhance the service levels as well as reporting
capabilities.
b) Outside Counsel, Independent Accountant and Other Vendors -
AMT Capital will coordinate communications with all other Fund
vendors with a goal of enhancing service levels while
controlling costs.
c) Insurance Providers - AMT Capital will identify potential
insurance providers and evaluate the comparative terms and
costs of fidelity bond, E&O and D&O coverage. AMT Capital
will continually monitor the appropriateness of the chosen
providers and coverage.
2) Monitor and Report on Compliance - AMT Capital will monitor the
Fund's compliance with the regulations of Sub-Chapter M of the
Internal Revenue Code with particular emphasis on the asset
diversification, income and short-short tests. AMT Capital will
monitor the Fund's compliance with the securities laws, particularly
the Investment Company Act of 1940, with particular emphasis on the
diversification and voting stock tests. AMT Capital will monitor
all Prospectus, Statement of Additional Information and Board-
imposed compliance limitations. AMT Capital will report compliance
status in all required areas in a format and at a frequency mutually
agreed upon between Fund officers and directors and AMT Capital,
including a quarterly review and reporting pursuant to the Fund's
Code of Ethics policy.
3) Prepare and Monitor Annual Compliance and Administrative Calendar -
AMT Capital will prepare an annual calendar which will include key
dates in the operations of the Fund, such as Board and Audit
Committee meetings and mailings, filing dates, compliance monitoring
and other mutually agreed upon events. AMT Capital will monitor the
calendar and report on status of activity on a regular basis to Fund
officers.
4) Board of Directors' Meetings - AMT Capital will prepare and mail all
necessary Resolutions, Agenda, Powers of Attorney and other material
in advance of each Board meeting, and will prepare and mail all
Board written consents. AMT Capital will do a presentation to the
Board of the status of all administrative and operations functions
at each meeting. AMT Capital will coordinate other Vendor
presentations to the Board when required. AMT Capital will pay all
required directors' fees and expenses, from the Fund's accounts
maintained with its custodian, on a timely and accurate basis.
5) Monthly Fund Management Reporting - AMT Capital will collect, review
and summarize all Vendor reports. AMT Capital will prepare a
monthly administrative report which will include the financial
statements, a compliance summary, expense ratio calculations,
portfolio turnover ratio calculations and performance calculations,
and will prepare other reasonably requested activity reports.
6) Shareholder Reports - AMT Capital will prepare the semi-annual and
annual financial reports and footnotes required by SEC regulation
for reporting to the shareholders and the SEC. AMT Capital will
coordinate with the Investment Adviser and Independent Accountants
to obtain the appropriate letters to the shareholders. AMT Capital
will coordinate the printing of the reports and mail to the
shareholders as well as file copies with the appropriate regulatory
authorities. AMT Capital will respond to any shareholder inquiries
under the direction of the Fund's officers.
7) Tax Filings - AMT Capital will prepare for Fund officer review all
necessary tax returns and file such returns on a timely basis with
the appropriate regulatory authorities. These will include all
Federal corporate and excise tax returns, state returns, and 1099
MISC returns for directors fees, and if required, for fees to third
party vendors.
8) SEC Filings - AMT Capital will prepare for Fund officer review all
necessary filings and make such filings on a timely basis with the
SEC. These will include Form N-SAR, Rule 24e-2 and 24f-2 filings,
proxy materials, post-effective amendments to Form N-1A and any
other SEC filings.
9) Blue Sky Monitoring and Filings - AMT Capital will monitor Blue Sky
compliance in each jurisdiction and perform all administrative
functions, including the making of necessary filings on behalf of
the Fund, under the supervision of the Fund's Distributor. AMT
Capital will report the status of the Fund's registration of each
series of Shares on a regular basis to the Fund's directors and
officers.
10) Other Filings - On behalf of the Fund, AMT Capital will prepare and
file any other required documents with the appropriate jurisdiction,
including abandoned property reports and state corporate law filings.
11) Holdings Reconciliations - AMT Capital will review holdings
reconciliations between the Custodian and Fund Accounting Agent and
between the Investment Adviser and the Custodian/Fund Accounting
Agent. All discrepancies will be researched and reported promptly
to the Fund's officers or directors.
12) Proxy Statement and Annual Meeting - AMT Capital will prepare all
proxy materials, file them with the SEC and mail them to the
shareholders. AMT Capital will set up the Annual Meeting, prepare
the agenda and script, tabulate and solicit votes if requested to do
so by the Fund's officers or directors and perform the duties of the
inspector of elections.
13) Fund Expenses - AMT Capital will review all Fund expenses and strive
to create efficiencies and economies of scale wherever possible.
AMT Capital, under supervision and direction of Fund officers, will
pay all Fund bills in an accurate and timely manner from the Fund's
accounts maintained with its custodian.
14) New Series Registration - AMT Capital will assist management in the
preparation of and filing with the SEC of all new Series or other
changes to the Fund's prospectus and Statement of Additional
Information.
15) General - AMT Capital will make its staff available to Fund
management to assist in or to respond to any reasonable request for
Fund- or industry-related information. If requested, AMT Capital
will make its facilities available for meetings of the Fund's
officers or directors. AMT Capital will assist in any examination
of the Fund by the SEC, IRS or any other regulatory agency.
