DRAFT PROCESSING AGENCY AGREEMENT
This Draft Processing Agency Agreement ("Agreement") is hereby entered into
as of this ___ day of _________, 1998, by and between INVESTORS FIDUCIARY TRUST
COMPANY, a Missouri trust company having its principal offices at 000 Xxxx 00xx
Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000-0000 ("IFTC") and MENTOR FUNDS, a
Massachusetts business trust having its principal offices at 000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, on behalf of each of Mentor Institutional
Money Market Portfolio and Mentor Institutional U.S. Government Money Market
Portfolio. (A reference to "Fund" shall be to Mentor Funds on behalf of each
such Portfolio, severally and not jointly).
WHEREAS, Fund desires to make available to its participating shareholders
("Shareholders") a feature by which such Shareholders may authorize the Fund to
redeem shares ("Shares") of the Fund owned by such Shareholder and may access
the proceeds of such redemptions through the use of drafts drawn on such Fund
and made payable through a financial institution that serves as the Fund's
paying, clearing, settlement and processing agent;
WHEREAS, in order to make such feature available to its Shareholders, Fund
desires to enter into an arrangement with a financial institution under which
such financial institution would perform certain payment, clearing, processing,
presentation, settlement and other services with respect to such drafts; and
WHEREAS, IFTC is willing to provide certain such services to the Fund, on
certain terms and conditions;
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth in this Agreement, the parties hereby agree as follows:
1. Drafts. All drafts ("Drafts") to be processed by IFTC under this
Agreement shall conspicuously state that they are "payable through" IFTC and
shall contain such other identification, names, numbers, MICR codes and other
information as IFTC may from time to time reasonably specify. IFTC shall have no
obligation to perform any services hereunder with respect to any Draft that does
not contain all markings and information so specified by IFTC or is
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not in a form which has been expressly approved by IFTC. The cost of
designing, printing and distributing Drafts to Shareholders shall be borne
solely by the Fund.
2. Receipt of Drafts. Drafts shall contain names and MICR coding such that
they will be received by a bank ("Sub-Agent") designated by IFTC to act as
IFTC's sub-agent for purposes of receiving from the Federal Reserve Bank of
Kansas City Drafts payable through IFTC. For purposes of this Agreement, the
term "Banking Day" shall mean each day on which the Federal Reserve Bank of
Kansas City is open for business. All Drafts presented by the Federal Reserve
Bank of Kansas City to IFTC's Sub-Agent between 2:01 p.m. Central Time of each
Banking Day and 2:00 p.m. Central Time the next-following Banking Day shall be
batched and shall be deemed to have been presented to IFTC on such
next-following Banking Day.
3. Daily Report. Each Banking Day, IFTC shall prepare and transmit to the
Fund or a designated agent of the Fund an electronic data transmission (the
"Daily Report") containing the following information with respect to each Draft
in the batch presented to the Sub-Agent on that Banking Day: Draft number,
amount of Draft, Fund number, Fund account number, date of Draft, and all other
information contained on the MICR line supplied by the Federal Reserve Bank of
Kansas City. Additionally, each Daily Report shall reflect, with respect to each
Fund number, the total amounts of all Drafts contained in the batch received by
IFTC's -Sub-Agent on that Banking Day that were drawn on such Fund (the
"Settlement Amount"). IFTC shall cause the Daily Reports to be transmitted on an
overnight basis so as to be received by Fund prior to 8 a.m. Eastern Time on the
next Banking Day.
4. Review of Drafts. Fund shall at all times provide IFTC a current and
updated listing of all Fund accounts on which Draft privileges have been
extended to the respective Shareholders, the names of all Shareholders whose
signatures are required on such Drafts, and signature cards containing signature
specimens of such Shareholders. Fund will immediately notify IFTC in writing in
the event that Draft privileges are terminated on any such account or if the
account is closed or terminated; until the first Banking Day following IFTC's
receipt of such written notification, IFTC is authorized to continue to perform
its duties under this Agreement (including, without limitation, the honoring,
dishonoring, payment and settlement of Drafts of Shareholders whose Draft
privileges are canceled and/or accounts terminated) as if such
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privileges had not been revoked and/or accounts terminated. If the Fund
does not furnish to IFTC a signature card with respect to a Shareholder whose
name appears on a Draft received by IFTC or its Sub-Agent, IFTC shall have no
duty whatsoever with respect to reviewing or comparing any signatures on such
Draft, but shall, if the amount of such Draft equals or exceeds the $5,000
threshold set forth below, list such Draft on the "Notification of Proposed
Dishonor" list provided by it to Fund pursuant to the provisions of section 6
below.
IFTC shall review each Draft in the amount of $5,000 or more in the batch
presented to its Sub-Agent on each Banking Day, for purposes of comparing the
signature(s) contained on the Draft against the applicable signature cards
furnished to IFTC by the Fund with respect to the Shareholder whose name(s) is
printed on such Draft, and to determine whether the Draft contains the purported
signature of all parties required by the applicable signature card. IFTC will
also review each such Draft for evidence of any "material alteration" (as
defined in the Uniform Commercial Code of the State of Missouri) to the Draft.
If, based upon such inspection, IFTC determines that the signature on a Draft
appears different from that on the respective signature card, or that there is
evidence of material alteration, IFTC shall so notify Fund in accordance with
the provisions of Section 6 below (by listing the Draft on the "Notification of
Proposed Dishonor") , shall send Fund a copy of such Draft and the applicable
signature card (if any) held by IFTC, and shall inform Fund that IFTC proposes
to dishonor the Draft for that reason. Unless IFTC is instructed by Fund in
accordance with the timetable and provisions of Section 6 below to honor such
Draft, IFTC is deemed to be authorized and instructed by Fund to dishonor each
such Draft on such Notification of Proposed Dishonor on the following Banking
Day and return it through such procedures and methods as IFTC deems proper.
The Fund acknowledges and agrees that the only duty or standard of care
that IFTC shall have with respect to comparison of signatures and determination
of material alterations, whether hereunder or under any provision of applicable
law, shall be to exercise reasonable care in an effort to determine that the
signature(s) on each Draft of $5,000 or more drawn on an account for which IFTC
has been provided a signature card reasonably appears to be the same as those
appearing on the respective signature card(s), and that the Draft does not
contain any obvious evidence of a material alteration. It is agreed that if IFTC
uses reasonable care in carrying out
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such duties, it shall have no liability even if it is subsequently
established that there was a forgery or alteration on a Draft. Notwithstanding
anything contained above to the contrary, it is expressly agreed and understood
that IFTC shall have no duty or obligation whatsoever to review any Draft for
signature verification or material alteration if such Draft purports to be drawn
in an amount of less than $5,000 or if IFTC has not been provided a signature
card for all Shareholders whose name(s) appear on such Draft. IFTC is authorized
and instructed to cause each Draft under $5,000 to be honored and paid unless
instructed otherwise through an Exception Report or effective stop payment order
furnished to it pursuant to the provisions of, and within the deadlines
established by, this Agreement. IFTC shall also have no responsibility or
liability whatsoever with respect to the genuineness, effectiveness, sufficiency
or existence of any endorsements on any Draft, regardless of amount.
5. Stop Payment Orders. The Fund may send IFTC a stop payment order with
respect to any Draft. The Fund may also -instruct its Shareholders to send
directly to IFTC any stop payment orders that the Shareholder may wish to make
effective with respect to a Draft drawn by such Shareholder.
If IFTC receives a stop payment order from the Fund or from a Shareholder,
it is authorized to, and shall, act upon the stop payment order in accordance
with the following terms and conditions. Each stop payment order must contain
the following information: the name and number of the Fund on which the Draft
was drawn, the Draft number, the Shareholder's name and number that appears on
the Draft, the amount and date of the Draft, and such other information as IFTC
may reasonably from time to time request. Any stop payment order received by
IFTC in writing shall be effective for a period of six months, and any stop
payment order received by telephone shall be effective only for 14 days unless
written confirmation of same is received within such 14 day period, in which
case the total effective period of the stop order payment shall be six months.
Any stop payment order received by IFTC on a Banking Day prior to 10:30 a.m.
Central Time shall become effective on the same Banking Day; a stop payment
order received by IFTC after 10:30 a.m. Central Time shall not become effective
until the following Banking Day.
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Notwithstanding the foregoing, IFTC is authorized, but not ,obligated, to
waive any requirement set forth above with respect to a stop payment order and
to act on any stop payment order that does not fully comply with the above
requirements, irrespective of whether the stop payment order has yet become
effective pursuant to the foregoing provisions. If a Daily Report reflects a
Draft with respect to which there is outstanding an effective stop payment order
or a stop payment order that IFTC has elected to honor (notwithstanding its
effectiveness or non- compliance with the requirements of this Section 5), IFTC
will so notify Fund either in the respective Daily Report or by separate
notification.
6. Notification of Dishonored Items and Items for Which no Signature Card
was Furnished. As early as reasonably possible each Banking Day IFTC shall
notify Fund of each Draft presented to it on the preceding Banking Day
(identifying it by Fund number, Shareholder number, date and amount) that it
proposes to dishonor as a result of the examination and review to be conducted
by it pursuant to the provisions of Section 4 above, or as a result of its
receipt of a stop payment order relating to such Draft, or as a result of its
not having been furnished with a signature card for the Shareholder(s) whose
name(s) appear on such Draft. Such notification ("Notification of Proposed
Dishonor") shall be by telephone or facsimile device sent to such place as the
Fund shall specify from time to time. A copy of the Draft and any signature card
applicable to the Shareholder whose name(s) are printed thereon that Bank has in
its possession shall also be sent to Fund at the same time. If IFTC receives
notice from the Fund pursuant to the provisions of Section 7 below or otherwise
notifying IFTC to honor a Draft notwithstanding the fact that IFTC had proposed
to dishonor it, Fund shall be deemed to have unconditionally honored and
approved the Draft for payment, and IFTC is authorized to cause the Draft to be
honored, and the Fund agrees to reimburse IFTC with respect to such Draft in
accordance with the schedule and procedures set forth in Section 10 hereof. If
by the later of (i) one hour after IFTC has given the Fund the Notification of
Proposed Dishonor or (ii) 10:30 a.m. Central Time on such Banking Day, Fund has
not notified IFTC pursuant to the provisions of Section 7 below or otherwise to
honor and pay such Draft, IFTC shall be deemed to be authorized and instructed
to dishonor the Draft.
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7. Exception Report. Provided IFTC has met the deadline set forth in
Section 3 for transmission of the relevant Daily Report, no later than 10:30
a.m. Central Time each Banking Day (or, in the case of exceptions to the
Notification of Proposed Dishonor, no later than the time specified in the
immediately preceding Section) , the Fund shall, either by electronic data
transmission or written notice, deliver to IFTC a listing (the "Exception
Report") identifying each Draft listed in the Daily Report received by the Fund
with respect to the immediately-preceding Banking Day that the Fund desires to
dishonor and specifically identifying each Draft listed in the latest
Notification of Proposed Dishonor that Fund desires to have honored. Each Draft
shall be identified by the Fund number, Shareholder number, amount, date, Draft
number and such other information as IFTC may require from time to time. IFTC is
authorized and directed to cause all Drafts identified on each Exception Report
to be dishonored or honored, as Fund has indicated, and IFTC shall have no duty
to confirm, investigate or -take any other action with respect to any Draft
listed on the Exception Report, or to determine whether the dishonoring or
honoring of such Draft is appropriate under the circumstances.
8. Dishonor. Each Banking Day, IFTC shall initiate procedures to dishonor
and return all Drafts listed on the Daily Report sent by it to the Fund with
respect to the previous Banking Day, which: (i) were listed on the Exception
Report received by IFTC on such Banking Day as being Drafts to be dishonored,
(ii) for which stop payment orders became effective or on which IFTC elected to
act pursuant to its authority set forth in Section 5 hereof, or (iii) which were
listed on the Notice of Proposed Dishonor sent by IFTC to Fund and for which
IFTC did not receive an Exception Report or other notification authorizing and
instructing IFTC to honor such Drafts. All such Drafts will be returned by IFTC
with such notation as IFTC may from time to time deem appropriate. IFTC will
provide direct notice of dishonor to the depository bank for each dishonored
Draft if such notice is required pursuant to Regulation CC of the Board of
Governors of the Federal Reserve System.
9. Payment. Except for Drafts to be dishonored and returned by IFTC
pursuant to Section 8 above, all Drafts reflected on a Daily Report shall be
deemed to be unconditionally approved by the Fund for payment as of 10:30 a.m.
Central Time on the Banking Day immediately following the Banking Day as of
which the Daily Report reflecting such Draft was
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prepared. IFTC is authorized, as Fund's agent, to cause all such approved
Drafts (the "Approved Drafts") to be paid and settled, and Fund shall pay to
IFTC in accordance with the procedures and schedule set out in Section 10
hereof, all sums required to fully reimburse IFTC for all amounts paid by IFTC
in connection with the settlement and payment of all Approved Drafts. Fund
acknowledges and agrees that its reimbursement obligation to IFTC is absolute,
and that it will reimburse IFTC irrespective of whether Fund is able to obtain
payment from its shareholder and irrespective of whether such shareholder has
adequate funds or shares in his/her account with Fund to facilitate such payment
to Fund.
10. Settlement. IFTC shall establish an agency settlement account (the
"Settlement Account") at IFTC over which IFTC has the sole power of withdrawal.
IFTC is authorized to debit the Settlement Account to effect payment of all
reimbursements, payments and other sums due it from Fund from time to time. No
later than 10:30 a.m. Central Time each Banking Day, the Fund shall transfer
immediately-available funds to the Settlement Account in an amount equal to the
Settlement Amount reflected in the Daily Report received by Fund with respect to
the immediately-preceding Banking Day, and IFTC is authorized to immediately
debit the Settlement Account an amount equal to such Settlement Amount. The
parties agree and understand that such debit is to be treated as preliminary
settlement with respect to the Drafts reflected on such Daily Report, and that
as a result of one or more of such Drafts being subsequently dishonored or other
occurrences, adjustments to such preliminary settlement may be required.
With respect to each Draft for which preliminary settlement was received by
IFTC pursuant to the immediately-preceding paragraph and which was subsequently
dishonored and returned pursuant to the provisions of Section 8 hereof, IFTC
shall reimburse the Fund the amount of such Draft as soon as IFTC's Sub-Agent
receives reimbursement therefor from the Federal Reserve Bank of Kansas City.
11. Settlement Account. In the event that Fund fails to transfer funds to
the Settlement Account in the full amount of the Settlement Amount, IFTC is
authorized to dishonor and return one or more of the Drafts (in such order as
IFTC may in its discretion determine) to
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which such Settlement Amount relates, to the extent that the balance of the
Settlement Account is insufficient to reimburse IFTC for such Drafts.
12. Overdrafts. Notwithstanding the fact that the balance in the Settlement
Account may be insufficient to enable IFTC to effect a debit sufficient to
reimburse IFTC for the payment of all Drafts reflected on a Daily Report, IFTC
may nevertheless in its sole discretion elect to honor and cause to be paid all
such Drafts reflected on the Daily Report that are otherwise deemed to have been
honored and accepted by Fund, by advancing IFTC's own funds. In such event, Fund
shall immediately pay to IFTC the amount of such deficiency, together with a
"Lost Earnings Feel' as provided for in the fee schedule set forth on Exhibit A
attached hereto and incorporated herein, as such Exhibit A may from time to time
be amended. IFTC shall be entitled to offset the amount owed for any overdraft
against any other monies of Fund held by IFTC.
13. Return of Drafts. All Approved Drafts shall be held by IFTC and sent to
Fund or, if Fund so instructs IFTC, to the respective Shareholder, on a monthly
basis.
14. Processing Fee. IFTC shall xxxx Fund, and Fund shall pay to IFTC, on a
monthly basis, all charges and fees applicable to IFTC's performance hereunder
in accordance with the aforesaid fee schedule.
15. Indemnification. Fund shall indemnify IFTC and hold IFTC harmless from
all liability, claims, losses, damages, expenses (including reasonable
attorneys' fees and disbursements incurred by IFTC in resisting claims for which
IFTC is indemnified hereunder or incurred by IFTC in enforcing the Fund's
obligations and agreements hereunder), suits and demands of every kind which may
be incurred by IFTC or that may be asserted against IFTC: (i) by Fund, any
Shareholder, any payee or endorser or endorsee or holder of any Draft, or any
other person or entity whomsoever, with respect to any Draft subject to this
Agreement or any Shareholder or any act or failure to act by the Fund or IFTC
under this Agreement, (ii) as a result of IFTC's causing any Draft to be honored
and paid, or to be dishonored, whether or not at the instruction or direction of
the Fund, in accordance with its authorization hereunder, or (iii) in connection
with any action taken or not taken by IFTC in accordance with this Agreement
with regard to a stop payment order received by it; provided, however, that the
Fund shall have no
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obligation to indemnify or hold IFTC harmless to the extent any such claim
arises out of negligence or willful misconduct or breach -of this Agreement by
IFTC.
IFTC shall indemnify Fund and hold Fund harmless from and against all
liabilities, claims, losses, suits and damages of any kind whatsoever which may
be incurred by or assessed against Fund as a result of (i) any act or failure to
act by IFTC which is in violation of the terms of this Agreement, or (ii) the
failure of IFTC to exercise the degree of care required by Section 4 with
respect to the duties of IFTC set forth therein or its negligence in the
performance of its other duties under this Agreement, or (iii) IFTC's willful
misconduct.
16. Special Damages. In no event shall either party be liable to the other
hereunder with respect to any consequential, incidental or punitive damages or
awards; provided, however, that the foregoing shall not affect the obligation of
either party (the "indemnifying party") to indemnify the other (the "indemnified
party") for damages or awards, however denominated, which the indemnified party
must pay to shareholders or other third parties as a result of occurrences or
circumstances which otherwise give rise to an obligation of the indemnifying
party to indemnify the indemnified party pursuant hereto.
17. Confidentiality. IFTC and Fund shall each have the right, in accordance
with applicable law, to record any and all communications and verbal
instructions as may be given by one of them to the other or by any Shareholder
during any telephone conversations. Fund shall immediately deliver to IFTC all
signature cards and copies of agreements and other relevant records (if any)
maintained by Fund with respect to Shareholders as may be necessary to IFTC in
performance of its obligations under this Agreement. IFTC shall be entitled to
rely conclusively on the completeness and correctness of such signature cards,
agreements and records, and Fund shall indemnify and hold IFTC harmless of and
from any and all expenses, damages and losses to the extent, but only to the
extent, they arise out of or in connection with any error, omission, inaccuracy
or other deficiency of or from such signature cards, agreements and records, or
from the failure of Fund to provide any signature card, agreement or record or
other information needed by IFTC to knowledgeably perform its functions
hereunder. IFTC agrees that all signature cards, agreements, records and
Shareholder lists and other compilations of the names or addresses of
Shareholders compiled or to which it has access during the term of this
Agreement
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are the property of the Fund and shall be used by IFTC solely for the
purpose of performing services under and relating to this Agreement, and that it
will not prepare, compile and utilize a list of Shareholders for any other
purpose.
18. Assignment. This Agreement shall be binding upon and inure to the
benefit of successors and permitted assigns of each party hereto, provided,
however, that neither party may assign this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other, which
consent shall not be unreasonably withheld.
19. Governing Law; Time. This Agreement is entered into, and shall be
governed by and construed in accordance with, the laws of the State of Missouri,
as amended from time to time.
20. Notices. Any notice which may be given under or in connection with this
Agreement, other than the reports, notifications and notices specifically
provided for in the preceding sections of this Agreement and any other notices
where the timing or method or effective time or means of giving such notice is
expressly provided for herein, may be given and shall be effective three days
from the day deposited in the mail, certified or registered postage prepaid,
addressed as follows:
If to IFTC: Investors Fiduciary Trust Company
000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Attn: Moneycard Manager
If to Fund: Mentor Funds
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxxxxx
or to any other address of the respective party for which notice has been
given by such party to the other party pursuant to the provisions hereof.
21. Term. Unless sooner terminated pursuant to the following provisions,
the initial term of this Agreement shall be for a period of one year from the
effective date hereof. Thereafter, the Agreement shall remain in effect until
terminated by either party hereto by the giving of six months' advance notice of
termination to the other party. Upon the occurrence of a material default by
either party hereunder in the performance of its respective duties and
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obligations under this Agreement and a failure to correct the condition or
pattern of conduct which resulted in such default -within 30 days after
receiving written notice of same to the satisfaction of the party giving such
notice, the party giving such notice of default may at any time thereafter
immediately terminate this Agreement, reserving all rights and remedies it may
have available hereunder or under applicable law. Either party shall
additionally have the right to immediately terminate this Agreement in the event
that the Federal Reserve Bank of Kansas City or IFTC's Sub-Agent is no longer
able to deliver Drafts to IFTC's Sub-Agent or to IFTC on a schedule which would
reasonably permit IFTC to give the notifications and deliver the notices and
Drafts and other data and take the other actions required herein in accordance
with the deadlines set forth or required herein, or if IFTC is unable, as a
result of any other change in circumstances not under its control, to perform in
accordance with the timetables and deadlines set forth herein. Additionally,
IFTC may immediately terminate this Agreement upon giving written notice to the
Fund in the event that the Fund uses any form of Draft in connection with this
Agreement that has not been previously approved by IFTC.
22. Effect of Termination. In the event this Agreement is terminated, IFTC
shall have the right at all times thereafter to return all Drafts received by it
or its Sub-Agent after the effective date of termination, and may xxxx such
Drafts as being dishonored by the Fund, or in IFTC's sole discretion, may bear
such other notations as IFTC deems appropriate. The respective rights and
obligations of the respective parties hereto with respect to Drafts that are
received by IFTC or its Sub-Agent prior to termination shall continue in effect
notwithstanding such termination. Each party's undertakings and agreements of
indemnification set forth herein or otherwise shall survive any termination of
this Agreement. Upon any termination of this Agreement, IFTC and Fund shall
immediately discuss procedures by which any Drafts that may thereafter be issued
by one or more Shareholders (irrespective of whether such Shareholders were
instructed to discontinue using such Drafts) may be processed in a manner to
reduce the inconvenience of the Fund and its Shareholders, it being understood
and agreed, however, that IFTC shall have no duty or obligation to undertake any
course of action or activity unless it elects to do so in its sole discretion,
reasonably exercised; provided, however, that IFTC shall take reasonable steps
reasonably requested by Fund to avoid substantial inconvenience to the Fund
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and its shareholders if such termination was as a result of IFTC's breach
or inability to perform any of its obligations hereunder, provided that such
steps do not involve any unreasonable burden or inconvenience for IFTC, IFTC is
reasonably able to perform such steps, and that the Fund agrees to compensate
IFTC reasonably therefor.
23. Force Majeure. In the event that either party fails to perform its
obligations under this Agreement in whole or in part as a consequence of acts of
God, fire, explosion, public utility failure, accident, strike, flood, embargo,
war, nuclear disaster, riot or civil insurrection, such failure to perform shall
not be considered a breach of this Agreement during the period of disability. In
the event of any force majeure occurrence set forth in this section, the
disabled party shall use its best efforts to meet its obligations as set forth
in the Agreement and shall promptly and in writing advise the other party of its
inability to perform due to such event, the expected duration of such inability,
and any developments (or changes therein) that appear likely to affect the
liability of that party to perform. If a party remains unable to perform due to
a continuation of the occurrence for a period of 30 continuous days, the other
party shall thereupon have the right to immediately terminate this Agreement,
reserving all of its rights and remedies. Without limitation on the foregoing,
it is expressly agreed that if the Fund is, by reason of the occurrence of an
event of force majeure described herein, unable to provide the Exception Report
required by Section 7 hereof or any other data or information or notices to IFTC
according to the timetable provided therein, IFTC is authorized to cause all
Drafts reflected on the relevant Daily Report to be honored and paid as if such
Exception Report had been transmitted to it by the Fund and reflected that no
Drafts were to be dishonored.
24. Obligations of Portfolios; Declaration of Trust. The parties agree that
this Agreement shall constitute a separate and discrete agreement between IFTC
and each Fund, as if set out in a separate writing executed by IFTC and Mentor
Funds on behalf solely of that Fund alone, and no other series of shares of
Mentor Funds shall have any obligation or incur any liability under or in
respect of such agreement. Any reference in this Agreement to a "Fund" shall be
construed so as to give effect to the foregoing.
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A copy of the Agreement and Declaration of Trust of Mentor Funds is on file
with the Secretary of The Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of Mentor Funds
as Trustees and not individually and that the obligations of or arising out of
this instrument are not binding upon any of the Trustees or beneficiaries
individually, but binding only upon the assets and property of the Portfolio in
question.
IN WITNESS WHEREOF, Fund and IFTC have caused this Agreement to be executed
by their duly authorized officers as of the day and year first above written.
"FUND"
-------------------------------
Mentor Funds
By:
Title:
"IFTC"
-------------------------------
Investors Fiduciary Trust Company
By:
Title:
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