MONEY MANAGER AGREEMENT
Effective Date: July 21, 1997
Termination Date: Two years
after Effective Date
Portfolio and Account:
Approximately 90% of the
Growth Portfolio
Geewax, Terker & Company
00 Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Re: Accessor Funds, Inc. Money Manager Agreement
Gentlemen:
Accessor Funds, Inc., a Maryland corporation (the " Fund"), is an
open-end management investment company of the series type registered as an
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and subject to the rules and regulations promulgated thereunder.
The Fund issues shares in separate diversified portfolios, each with a different
investment objective and policies.
Bennington Capital Management L. P., a Washington limited partnership
(the "Manager") acts as the manager and administrator of the Fund pursuant to
the terms of a Management Agreement, and is an "investment adviser," as that
term is defined in Section 2(a)(20) of the 1940 Act, to the Fund. The Manager is
responsible for the day-to-day management and administration of the Fund and for
the coordination of investments of each portfolio's assets; however, specific
portfolio purchases and sales for each portfolio's investment portfolio, or a
portion thereof, are to be made by the portfolio management organizations
recommended and selected by the Manager, subject to the approval of the Board of
Directors of the Fund (the "Board").
1. Appointment as a Money Manager. The Manager and the Fund hereby
appoint and employ Xxxxxx, Terker & Company, a Pennsylvania general partnership
(the "Money Manager"), as a discretionary money manager to the Fund's Growth
Portfolio (all of the assets of the Growth Portfolio, including those assets not
managed by the Money Manager, hereinafter referred to as the "Portfolio"), on
the terms and conditions set forth herein, for that portion of the assets of the
Portfolio which the Manager determines from time to time to assign to the Money
Manager (those assets being referred to as the "Account").
2. Acceptance of Appointment; Standard of Performance. The Money Manager
accepts the appointment as a discretionary money manager and agrees to use its
best professional judgment to make and implement investment decisions for the
Fund with respect to the investments of the Account in accordance with the
provisions of this Agreement.
3. Portfolio Management Services of the Money Manager. The Money Manager
is hereby employed and authorized to select portfolio securities for investment
by the Portfolio, to determine to purchase and sell securities for the Account,
and upon making any purchase or sale decision, to place orders for the execution
of such portfolio transactions in accordance with paragraphs 5 and 6 hereof and
Exhibit A attached hereto and incorporated by this reference herein (as it may
be amended in writing by the parties from time to time). In providing portfolio
management services to the Account, the Money Manager shall be subject to such
investment restrictions as are set forth in the 1940 Act and rules thereunder,
the supervision and control of the Board, such specific instructions as the
Board may adopt and communicate to the Money Manager, the investment objectives,
policies and restrictions of the Portfolio furnished pursuant to paragraph 4,
and instructions from the Manager; and the Money Manager shall maintain on
behalf of the Fund the records listed in Exhibit B attached hereto and
incorporated by this reference herein (as it may be amended in writing by the
parties from time to time). At the Fund's or the Manager's reasonable request
(as communicated by the Board or the officers of such entities), the Money
Manager will consult with the officers of the Fund or the Manager, as the case
may be, with respect to any decision made by it with respect to the investments
of the Account.
4. Investment Objectives, Policies and Restrictions. The Fund shall
provide the Money Manager with a statement of the investment objectives and
policies of the Portfolio and any specific investment restrictions applicable
thereto as established by the Fund, including those set forth in its Prospectus
as amended from time to time. The Fund retains the right, on reasonable prior
written notice to the Money Manager from the Fund or the Manager, to modify any
such objectives, policies or restrictions in any manner at any time. The Money
Manager shall have no duty to investigate any instructions received from the
Fund, the Manager, or both, and, absent manifest error, such instructions shall
be presumed reasonable.
5. Transaction Procedures. All transactions will be consummated by
payment to or delivery by The Fifth Third Bank (the "Custodian"), or such
depositary or agents as may be designated by the Custodian, as custodian for the
Fund, of all cash and/or securities due to or from the Account, and the Money
Manager shall not have possession or custody thereof or any responsibility or
liability with respect thereto. The Money Manager shall advise the Custodian in
writing or by electronic transmission or facsimile of all investment orders for
the Portfolio placed by it with broker/dealers at the time and in the manner and
as set forth in Exhibit A hereto. The Fund shall issue to the Custodian such
instructions as may be appropriate in connection with the settlement of any
transaction initiated by the Money Manager. The Fund shall be responsible for
all custodial arrangements and the payment of all custodial charges and fees
and, upon the Money Manager giving proper instructions to the Custodian, the
Money Manager shall have no responsibility or liability with respect to
custodial arrangements or the acts, omissions or other conduct of the Custodian.
6. Allocation of Brokerage. The Money Manager shall have authority and
discretion to select broker/dealers to execute portfolio transactions initiated
by the Money Manager, and for the selection of the markets on/in which the
transaction will be executed.
A. In doing so, the Money Manager's primary objective shall be
to select a broker/dealer that can be expected to obtain the best net
price and execution for the Fund. However, this responsibility shall not
be deemed to obligate the Money Manager to solicit competitive bids for
each transaction; and the Money Manager shall have no obligation to seek
the lowest available commission cost to the Fund, so long as the Money
Manager believes in good faith, based upon its knowledge of the
capabilities of the firm selected, that the broker/dealer can be
expected to obtain the best price on a particular transaction and that
the commission cost is reasonable in relation to the total quality and
reliability of the brokerage and research services made available by the
broker/dealer to the Money Manager viewed in terms of either that
particular transaction or of the Money Manager's overall
responsibilities with respect to its clients, including the Fund, as to
which the Money Manager exercises investment discretion, notwithstanding
that the Fund may not be the direct or exclusive beneficiary of any such
services or that another broker/dealer may be willing to charge the Fund
a lower commission on the particular transaction.
B. The Fund shall retain the right to request that transactions
involving the Account that give rise to brokerage commissions in an
annual amount of up to 50% of the Money Manager's executed brokerage
commissions, shall be executed by broker/dealers which provide brokerage
or research services to the Fund or its Manager, or as to which an
ongoing relationship will be of value to the Fund with respect to the
Portfolio, which services and relationship may, but need not, be of
direct benefit to the Portfolio so long as (i) the Money Manager
believes in good faith, based upon its knowledge of the capabilities of
the firm selected, that the broker/dealer can be expected to obtain the
best price on a particular transaction and (ii) the Fund determines that
the commission cost is reasonable in relation to the total quality and
reliability of the brokerage and research services made available to the
Fund, or to the Manager for the benefit of its clients for which it
exercises investment discretion, notwithstanding that the Portfolio may
not be the direct or exclusive beneficiary of any such service or that
another broker/dealer may be willing to charge the Fund a lower
commission on the particular transaction. The Money Manager may reject
any request for directed brokerage that does not appear to it to be
reasonable.
C. The Fund agrees that it will provide the Money Manager with a
list of broker/dealers which are "affiliated persons" of the Fund and
its other money managers. Upon receipt of such list, the Money Manager
agrees that it will not execute any portfolio transactions with a
broker/dealer which is an "affiliated person" (as defined in the 1940
Act) of the Fund or of any money manager for the Fund without the prior
written approval of the Fund.
D. As used in this paragraph 6, "brokerage and research
services" shall be those services described in Section 28(e)(3) of the
Securities Exchange Act of 1934, as amended.
7. Proxies. Unless the Manager gives written instructions to the
contrary, the Money Manager shall vote all proxies solicited by or with respect
to the issuers of securities in which assets of the Account may be invested. The
Money Manager shall use its best good faith judgment to vote such proxies in a
manner which best serves the interests of the Portfolio's shareholders.
8. Reports to the Money Manager. The Fund and the Manager shall furnish
or otherwise make available to the Money Manager such information relating to
the business affairs of the Fund, including periodic reports concerning the
Portfolio, as the Money Manager at any time, or from time to time, may
reasonably request in order to discharge its obligations hereunder.
9. Fees for Services.
A. The compensation of the Money Manager for its services under
this Agreement shall be calculated and paid by the Fund in accordance
with Exhibit C attached hereto and incorporated by this reference
herein. The Money Manager acknowledges that any such fee is payable
solely out of assets of the Portfolio Account.
B. The Money Manager acknowledges that the index against which
the Money Manager's performance is based (the "benchmark index") may be
changed by the Board, including a majority of the directors who are not
parties to this Agreement (as defined in the 1940 Act) or interested
persons of any such party, upon at least one quarter's prior notice. The
Money Manager acknowledges that a change in the benchmark index may
alter the subsequent return of the index measure, but performance prior
to the change in the benchmark index will continue to be based on the
former benchmark index.
10. Other Investment Activities of the Money Manager. The Fund
acknowledges that the Money Manager, or one or more of its affiliates, may have
investment responsibilities or render investment advice to, or perform other
investment advisory services for, other individuals or entities (the "Affiliated
Accounts"). Subject to the provisions of paragraph 2 hereof, the Fund agrees
that the Money Manager and its affiliates may give advice, exercise investment
responsibility and take other action with respect to the Affiliated Accounts
which may differ from the advice given or the timing or nature of action taken
with respect to the Account, provided that the Money Manager acts in good faith,
and provided further that it is the Money Manager's policy to allocate, within
its reasonable discretion, investment opportunities to the Account over a period
of time on a fair and equitable basis relative to the Affiliated Accounts,
taking into account the investment objectives and policies of the Portfolio and
any specific investment restrictions applicable thereto. The Fund acknowledges
that one or more of the Affiliated Accounts may at any time hold, acquire,
increase, decrease, dispose of or otherwise deal with positions in investments
in which the Account may have an interest from time to time, whether in
transactions which may involve the Account or otherwise. The Money Manager shall
have no obligation to acquire for the Account a position in any investment which
any Affiliated Account may acquire, and the Portfolio shall have no first
refusal, co-investment or other rights in respect of any such investment, either
for the Account or otherwise.
11. Certificate of Authority. Each of the Fund, the Manager and the
Money Manager shall furnish to the others from time to time certified copies of
the resolutions of its Board of Directors, Board of Trustees, Managing Partner
or executive committee, as the case may be, evidencing the authority of its
officers and employees who are authorized to act on behalf of it.
12. Limitation of Liability. The Money Manager shall not be liable for,
and shall be indemnified by the Fund for any action taken, omitted or suffered
to be taken by it in its reasonable judgment, in good faith and believed by it
to be authorized or within the discretion or rights or powers conferred upon it
by this Agreement, or in accordance with (or in the absence of) specific
directions or instructions from the Fund or the Manager; provided, however, that
such acts or omissions shall not have resulted from the Money Manager's willful
misfeasance, bad faith or gross negligence, violation of applicable law, or
reckless disregard of its duty or of its obligations hereunder. The rights and
obligations that are provided for in this Paragraph 12 shall survive the
cancellation, expiration or termination of this Agreement.
13. Confidentiality. Subject to the right of each money manager and the
Fund to comply with applicable law, including any demand or request of any
regulatory or taxing authority having jurisdiction over it, the parties hereto
shall treat as confidential all information pertaining to the Portfolio and the
actions of each money manager, the Manager and the Fund in respect thereof,
other than any such information which is or hereafter becomes ascertainable from
public or published information or trade sources. The rights and obligations
that are provided for in this Paragraph 13 shall survive the cancellation,
expiration or termination of this Agreement.
14. Use of the Money Manager's Name. The Fund and the Manager agree to
furnish the Money Manager at its principal office prior to use thereof copies of
all prospectuses, proxy statements, reports to stockholders, sales literature,
or other material prepared for distribution to stockholders of the Fund or the
public that refer in any way to the Money Manager, and not to use such material
if the Money Manager reasonably objects in writing within three business days
(or such other time as may be mutually agreed) after receipt thereof. In the
event of termination of this Agreement, the Fund and the Manager will continue
to furnish to the Money Manager copies of any of the above-mentioned materials
that refer in any way to the Money Manager, and will not use such material if
the Money Manager reasonably objects in writing within three business days (or
such other time as may be mutually agreed) after receipt thereof.
15. Assignment. No assignment, as that term is defined in Section
2(a)(4) of the 1940 Act, of this Agreement shall be made by the Money Manager,
and this Agreement shall terminate automatically in the event that it is
assigned. The Money Manager shall notify the Manager and the Fund in writing
sufficiently in advance of any proposed change of control, as defined in Section
2(a)(9) of the 1940 Act, to enable the Manager and the Fund to consider whether
an assignment, as that term is defined in Section 2(a)(4) of the 1940 Act, will
occur, and to take the steps necessary to enter into a new money manager
agreement with the Money Manager.
16. Representations, Warranties and Agreements of the Investment
Company. The Fund represents, warrants and agrees that:
A. The Money Manager has been duly appointed by the Board to
provide investment services to the Account as contemplated hereby.
B. The Fund will deliver to the Money Manager a true and
complete copy of its current prospectus as effective from time to time,
such other documents or instruments governing the investments of
Portfolio, and such other information as is necessary for the Money
Manager to carry out its obligations under this Agreement.
C. The organization of the Fund and the conduct of the business
of the Portfolio as contemplated by this Agreement, materially complies,
and shall at all times materially comply, with the requirements imposed
upon the Fund by applicable law.
17. Representations, Warranties and Agreements of Manager. Manager
represents, warrants and agrees that:
A. The Manager acts as an "investment adviser," as that term is
defined in Section 2(a)(20) of the 1940 Act, pursuant to a Management
Agreement with the Fund.
B. The appointment of the Money Manager by the Manager to
provide the investment services as contemplated hereby has been approved
by the Board.
C. The Manager is registered as an "investment adviser" under
the Investment Advisers Act of 1940, as amended (the "Advisers Act").
18. Representations, Warranties and Agreements of Money Manager. The
Money Manager represents, warrants and agrees that:
A. The Money Manager is registered as an "investment adviser"
under the Advisers Act; or it is a "bank" as defined in Section
202(a)(2) of the Advisers Act or an "insurance company" as defined in
Section 202(a)(12) of the Advisers Act and is exempt from registration
thereunder.
B. The Money Manager will maintain, keep current and preserve on
behalf of the Fund, the records identified in Exhibit B, in the manner
required by such Exhibit. The Money Manager agrees that such records
(other than those required by No. 4 of Exhibit B) are the property of
the Fund and will be surrendered to the Fund promptly upon request.
C. The Money Manager will adopt or has adopted a written code of
ethics complying with the requirements of Rule 17j-1 under the 1940 Act,
will provide to the Fund a copy of the code of ethics and evidence of
its adoption, and will make such reports to the Fund as required by Rule
17j-1 under the 1940 Act. The Money Manager has policies and procedures
sufficient to enable the Money Manager to detect and prevent the misuse
of material, nonpublic information by the Money Manager or any person
associated with the Money Manager, in compliance with the Xxxxxxx
Xxxxxxx and Securities Fraud Enforcement Act of 1988.
D. The Money Manager will notify the Fund of any changes in the
membership of its partnership or in the case of a corporation in the
ownership of more than five percent of its voting securities, within a
reasonable time after such change.
19. Amendment. This Agreement may be amended at any time, but only by
written agreement among the Money Manager, the Manager and the Fund, which
amendment, other than amendments to Exhibits A and B, must be approved by the
Board in the manner required by the 1940 Act.
20. Effective Date; Term. This Agreement shall become effective for the
Portfolio on the effective date set forth on page 1 of this Agreement, and shall
continue in effect until the termination date set forth on page 1 of this
Agreement. Thereafter, the Agreement shall continue in effect for successive
annual periods only so long as its continuance has been specifically approved at
least annually (a) by a vote of a majority of the Board or (b) by a vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Portfolio for which the Money Manager acts as money manager, and in either
case by a majority of the directors who are not parties to the Agreement or
interested persons of any parties to the Agreement (other than as directors of
the Fund) cast in person at a meeting called for purposes of voting on the
Agreement.
21. Termination. This Agreement may be terminated, without the payment
of any penalty, by the Board, the Manager, the Money Manager or by the vote of a
majority of the outstanding voting securities (as that term is defined in the
1940 Act) of the Portfolio for which the Money Manager acts as money manager,
upon 60 days' prior written notice to the other parties hereto. Any such
termination shall not affect the status, obligations or liabilities of any party
hereto to any of the other parties that accrued prior to such termination.
22. Applicable Law. To the extent that state law shall not have been
preempted by the provisions of any laws of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of the State
of Washington.
ACCESSOR FUNDS, INC.
BY: /s/X. Xxxxxxx Xxxxxxx, III
X. Xxxxxxx Xxxxxxx, III
President and Principal Executive Officer
DATE:
BENNINGTON CAPITAL
MANAGEMENT L.P.
By Bennington Management Associates, Inc.
Its Managing General Partner
BY: /s/X. Xxxxxxx Xxxxxxx, III
X. Xxxxxxx Xxxxxxx, III
President
DATE: 7/11/97
Accepted and agreed to:
GEEWAX, TERKER & COMPANY
By: /s/Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Partner
DATE: 7/4/97
EXHIBITS: A. Operational Procedures (including Schedules 1 and 2).
B. Recordkeeping Requirements.
C. Fee Schedule.
EXHIBIT A
OPERATIONAL PROCEDURES
The Money Manager shall abide by certain rules and procedures in order
to minimize operational problems. The Money Manager will be required to have
various records and files (as required by regulatory agencies) at its offices.
The Money Manager will have to maintain a certain flow of information to The
Fifth Third Bank ("Fifth Third"), the accounting agent and the custodian bank,
for the Fund.
The Money Manager will be required to furnish Fifth Third with daily
information as to executed trades. Fifth Third should receive this data no later
than the morning following the day of the trade. The necessary information
should be transmitted via facsimile machine or electronic transmission to Fifth
Third. Upon receipt of brokers' confirmations, the Money Manager or Fifth Third
will be required to notify the other party if any differences exist. The
reporting of trades by the Money Manager to Fifth Third must include the
following:
o Name of the Portfolio of the Fund as to which trade relates
o Whether purchase or sale
o Security name
o Number of shares or principal amount
o Price per share or bond
o Commission rates per share or bond, or if a net trade
o Executing broker
o Trade date
o Settlement date
o If security is not eligible for DTC (Purchase only)
Fifth Third will provide the necessary information to Fifth Third.
When opening accounts with brokers for the Fund, the account should be a
cash account. No margin accounts are to be maintained. The broker should be
advised to use Fifth Third's Institutional Delivery ("ID") system number to
facilitate the receipt of information by Fifth Third. If this procedure is
followed, DK problems will be held down to a minimum and additional costs of
security trades will not become an important factor in doing business. Delivery
and receipt instructions are attached as Schedule 1.
The Money Manager will also be required to submit to Fifth Third a daily
trade authorization form signed by two authorized individuals prior to
settlement date. A list of authorized persons with specimen signatures must be
sent to Fifth Third (see Schedule 2). The authorization will contain information
on which Fifth Third and Fifth Third can rely to either accept delivery or
deliver out of the account securities as per each trade by the Money Manager. A
preprinted form will be supplied to the Money Manager by the Fund, or the Money
Manager may use an equivalent form acceptable to Fifth Third, Fifth Third and
the Fund.
SCHEDULE 1 TO EXHIBIT A
Mailing Instructions and Delivery Instructions:
Confirmation Instructions (Copy of Broker Advice):
MAILING ADDRESS: (to be used w/trade confirmations)
Fifth Third Bank, N.A.
Attn: Custody Operation
Mail Drop 1090F2
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Portfolio # 010033141306
For the account of Accessor Funds, Inc.
GROWTH Portfolio
STREET ADDRESS:
Fifth Third Bank, N.A.
Attn: Custody Operation
Mail Drop 1090F2
00 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
NOMINEE NAME: AGEN & Co.
NOMINEE TAX ID: __________________
DTC NOMINEE Name: CEDE & Co.
Delivery Instructions:
Depository Trust Company (DTC) #10016 Agent Bank I.D.
# 2116 DTC Participant #
#11153 Institution No. (Note:
If you have your own
Institution number,
substitute that number for
Fifth Third's)
Portfolio #010033141306
New York Office: Commercial Paper (all Ineligible DTC Securities)
CHEMICAL BANK A/C STATE STREET BANK & TRUST 0
XXX XXXX XXXXX XXXXXXX XXXXXX - XXXXXX XXXXX
XXX XXXX, XX 00000 FFC: FIFTH THIRD BANK - A/C
#QF02
VS. payment (Fed Funds or Commercial Paper Only)
All physical deliveries of Corporate Bonds and other non-eligible DTC items
should be delivered as follows:
CHEMICAL BANK A/C STATE STREET BANK & TRUST 0
XXX XXXX XXXXX XXXXXXX XXXXXX - XXXXXX XXXXX
XXX XXXX, XX 00000 FFC: FIFTH THIRD BANK - A/C
#QF02
All Government Issues: Deliver through Federal Reserve Bank to:
Federal Reserve Eligible Securities through Fed Cincinnati
ABA#000000000/Fifth Cin/1050
FFC: Accessor Grown Portfolio A/C#010033141306
Repurchase Agreements through Fed Cincinnati
ABA#000000000/Fifth Cin/1040
FFC: Accessor Growth Portfolio A/C #010033141306
(VS Payment Federal Funds)
PTC Eligible Securities: Fifth Third Bank
A/C FIFTH
F/A/O Accessor Growth Portfolio
A/C #010033141306
Cash:
Receiving Bank ABA # 000000000
Information Further Credit to: #010033141306
Fifth Third Bank
Fifth Third Center
Cincinnati, OH 45263
Beneficiary BNF =Mutual Funds
Information DDA#71575856
Foreign Holdings:
Please contact Xxxx Xxxxxxxx at Fifth Third Bank (Phone: (000) 000-0000) to
obtain delivery instructions.
SCHEDULE 2 TO EXHIBIT A
Example of Authorized Signature Letter
(To Be Typed on Your Letterhead)
[DATE]
Fifth Third, Inc.
Attention: Accessor Funds, Inc.
Re: Persons Authorized to Execute Trades For Growth Portfolio
The following individuals are authorized to execute and report trade
instructions on behalf of the Portfolio. Should there be any changes to the list
of authorized persons , we will notify you immediately of those changes.
NAME SIGNATURE
Sincerely yours,
[Money Manager]
EXHIBIT B
RECORDS TO BE MAINTAINED BY MONEY MANAGER
*1. A record of each brokerage order, and all other portfolio purchases and
sales, given by the Money Manager or on behalf of the Fund for, or in
connection with, the purchase or sale of securities, whether executed or
unexecuted. Such records shall include:
A. The name of the broker,
B. The terms and conditions of the order, and of any modification or
cancellation thereof,
C. The time of entry or cancellation,
D. The price at which executed,
E. The time of receipt of report of execution, and
F. The name of the person who placed the order on behalf of the Fund
(Rule 31a-1(b)(5) and (6) of the 1940 Act).
*2. A record for each fiscal quarter, completed within ten (10) days after the
end of the quarter, showing specifically the basis or bases upon which the
allocation of orders for the purchase and sale of portfolio securities to
brokers or dealers was made, and the division of brokerage commissions or
other compensation on such purchase and sale orders. The record:
A. Shall include the consideration given to:
(i) the sale of shares of the Fund
(ii) the supplying of services or benefits by brokers or dealers to:
(a) The Fund,
(b) The Manager (Bennington Capital Management), (c) Yourself
(i.e., the Money Manager), and (d) Any person other than the
foregoing
(iii)Any other considerations other than the technical
qualifications of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
X. Xxxxx describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or
other compensation.
D. The identities of the persons responsible for making the determination
of such allocation and such division of brokerage commissions or other
compensation (Rule 31a-1(b)(9) of the 1940 Act).
*3. A record in the form of an appropriate memorandum identifying the person or
persons, committees, or groups authorizing the purchase or sale of
portfolio securities. Where an authorization is made by a committee or
group, a record shall be kept of the names of its members who participate
in the authorization. There shall be retained as part of this record any
memorandum, recommendation, or instruction supporting or authorizing the
purchase or sale of portfolio securities (Rule 31a-1(b)(10) of the 1940
Act) and such other information as is appropriate to support the
authorization.**
*4. Such accounts, books and other documents as are required to be maintained
by registered investment advisers by rule adopted under Section 204 of the
Advisers Act , to the extent such records are necessary or appropriate to
record the Money Manager's transactions with the Fund. (Rule 31a-1(f) of
the 1940 Act).
5. All accounts, books, records or other documents that are required to be
maintained pursuant to the 1940 Act, the Advisers Act, or any rule or
regulation thereunder, need only be retained by the Money Manager as
required under such laws, rule or regulations. Any other account, book,
record or other document that is required to be maintained by the Money
Manager pursuant to this Exhibit B need only be maintained for five years
after the date of its creation.
----------
* Maintained as property of the Fund pursuant to Rule 31a-3(a) of the 1940
Act.
** Such information might include: the current Form 10-K, annual and quarterly
reports, press releases, reports by analysts and from brokerage firms
(including their recommendations, i.e., buy, sell, hold), and any internal
reports or portfolio manager reviews.
EXHIBIT C
MONEY MANAGER FEE
The following compensation of the Money Manager for its services under
the Agreement shall be calculated and paid by the Fund (except that no such fees
shall be paid to the Manager as to any portion of the Portfolio for which it
acts as money manager):
Fees will be calculated and paid after the end of each calendar quarter
at one-fourth of an annual percentage rate as described in the following
paragraph and in the table below applied to the average daily net assets of the
Account. The net assets of the Account are determined by including receivables
and deducting payables. Expenses beyond the control of the Money Manager
including, but not limited to, fees payable to the Fund's Custodian, Accounting
Agent and Transfer Agent, fees of accountants, legal fees and expenses allocable
to the Portfolio are not included as payables of the Account, but expenses
within the control of the Money Manager including, but not limited to, brokerage
commissions are included in determining the net assets of the Account.
For the first five complete calendar quarters of management of the
Account by the Money Manager, the Fund will pay the Money Manager on a monthly
basis at the following annual fee rates, applied to the average daily net assets
of the Portfolio.
Basic Fee Portfolio Management Fee Total
0.10% 0.10% 0.20%
Commencing with the sixth calendar quarter of management by the Money
Manager for the Account, the Fund will pay the Money Manager based on the
schedule below as applied to the average daily net assets of the Portfolio.
Average Annual
Performance Differential Annual
Basic Fee vs. Benchmark Index Performance Fee
0.10% plus >=2.00% .22%
>=1.00% and Less Than 2.00% .20%
>=0.50% and Less Than 1.00% .15%
>=0.00% and Less Than 0.50% .10%
>=-0.50% and Less Than 0.00% .05%
Less Than -0.50% 0%
The Account's performance differential versus the benchmark index is
recalculated at the end of each calendar quarter based on the Account's
performance during all calendar quarters since commencement of management by the
Money Manager for the Account through the next preceding calendar quarter, so
that the performance fee, although measured on an average annual rate of return
basis, covers all prior quarters except that of the immediately preceding
quarter. Commencing with the 14th calendar quarter of management by the Money
Manager for the Account, the Account's average annual performance differential
will be recalculated based on the Account's performance during the preceding 12
calendar quarters (other than the immediately preceding quarter) on a rolling
basis.
For purposes of calculating the performance of the benchmark index, the
Fund, the Manager and the Money Manager agree to accept the calculation provided
by the publisher of the index or another mutually acceptable source. For
purposes of calculating the performance differential versus the benchmark index,
the investment performance of the Account for any period, expressed as a
percentage of its net asset value per share at the beginning of such period, is
equal to the sum of: (i) the change in the net asset value per share of the
Account during such period; (ii) the value of the Account's cash distributions
per share accumulated to the end of such period; and (iii) the value of capital
gains taxes per share paid or payable on undistributed realized long-term
capital gains accumulated to the end of such period. For this purpose, the value
of distributions per share of realized capital gains, or dividends per share
paid from investment income and of capital gains taxes per share paid or payable
on undistributed realized long-term capital gains, shall be treated as
reinvested in shares of the Account at the net asset value per share in effect
at the close of business on the record date for the payment of such
distributions and dividends and the date on which provision is made for such
taxes, after giving effect to such distributions, dividends and taxes. The
investment record of the benchmark index for any period shall mean the sum of:
(i) the change in the level of the index during such period; and (ii) the value,
computed consistently with the index, of cash distributions made by companies
whose securities comprise the index accumulated to the end of such period;
expressed as a percentage of the index level at the beginning of such period.
For this purpose cash distributions on the securities which comprise the index
shall be treated as reinvested in the index at least as frequently as the end of
each calendar quarter following the payment of the dividend.
