ADMINISTRATION AGREEMENT
AGREEMENT dated as of May 29, 1998 by and
between Xxxxxxx, Xxxxxxx Funds, Inc., a Maryland
corporation (the "Fund"), and Investors Capital
Services, Inc., a Delaware corporation ("Investors
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, Investors 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
Investors 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 Investors 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 Investors Capital in
writing on any basis or (ii) Investors Capital does
not object to the Fund in writing on the basis of
the capabilities of Investors Capital. Investors
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, Investors 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. Investors 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.
Investors 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 Investors
Capital
Investors Capital represents and warrants
to the Fund that:
A. Investors 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. Investors 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 Investors Capital have taken all
action required by law and Investors Capital's
Certificate of Incorporation and By-Laws to
authorize the execution and delivery of this
Agreement by Investors Capital and the consummation
on behalf of Investors Capital of the transactions
contemplated by this Agreement. This Agreement
constitutes a legal, valid and binding obligation
of Investors 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 Investors Capital is a party or
by which Investors Capital or any of its properties
is bound or affected, or pursuant to which
Investors Capital has guaranteed the indebtedness
of any person, or (b) any lease, license, contract
or other agreement to which Investors Capital is a
party or by which Investors 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
Investors 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 Investors 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
Investors Capital of this Agreement or in
connection with the consummation by Investors
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 Investors Capital's
business or operations as currently conducted or as
currently contemplated to be conducted. Investors
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 Investors
Capital copies of each of the following documents
and will deliver to Investors 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
Investors 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
Investors 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 Investors Capital may,
in its reasonable discretion, deem
necessary or appropriate in the proper
performance of its duties.
B. The Fund will cooperate in
providing Investors Capital with all information
reasonably necessary to permit Investors Capital to
perform its duties hereunder.
C. The Fund certifies to Investors
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, $.001 par value (the "Shares"),
divided among its series, and agrees that Investors
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 Investors Capital
under this Agreement);
D. Services contracted for by the
Fund directly from parties other than Investors
Capital acting as administrator (or subcontracted
for by Investors 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 Investors 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 Investors Capital pursuant
to this Agreement, the Fund will pay Investors
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, Investors 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,
Investors Capital shall obtain the written consent
of the Fund. All forms for which Investors Capital
has received reimbursement from the Fund shall be
and remain the property of the Fund until used.
At any time Investors 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 Investors
Capital under this Agreement and Investors 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. Investors 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 Investors Capital shall have
actual knowledge of such change. Investors Capital
shall also be protected and indemnified, except
where a stop order is in effect, in recognizing
transfer documents which Investors 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. Investors Capital shall provide
its services in a professional manner customarily
provided by leading mutual fund administration
companies. Investors 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. Investors 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 Investors Capital, its
officers or employees or the violation by any of
such persons of this Agreement. In no event,
however, shall Investors 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 Investors Capital,
in the course of carrying out its monitoring duties
hereunder, failed to discover such failure.
B. The Fund shall indemnify and hold
Investors 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 Investors 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, Investors
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. Fiduciary Duty
The parties acknowledge that the fiduciary
responsibilities of Investors Capital as
administrator to the Fund shall be in no way
altered or affected by any affiliate relationship
between Investors Capital and any other service
provider to the Fund.
8. Confidentiality
Investors 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 Investors Capital may
be exposed to civil or criminal contempt
proceedings for failure to comply, and Investors
Capital shall disclose all such records and
information to the investment adviser to the Fund
when so requested by the adviser or the Fund.
9. 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 Investors Capital specifically assumes
any such obligations under the terms of this
Agreement.
Investors Capital shall maintain and
preserve for the period prescribed, such records
relating to the services to be performed by
Investors 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.
10. Status of Investors Capital
Investors 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 Investors 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.
11. Printed Matter Concerning the Fund or
Investors Capital
Neither the Fund nor Investors 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
Investors Capital's appointment under this
Agreement and/or any other agreement between the
Fund and Investors Capital, and excepting as may be
required by applicable laws or regulations.
12. Term, Amendment and Termination
This Agreement may be modified or amended,
from time to time, by mutual agreement between the
parties hereto. This Agreement shall remain in
effect from the date hereof, and shall expire on
October 14, 2001. After the expiration date, this
agreement shall automatically be renewed annually
thereafter, and may be terminated thereafter, by
either party on 120 days' prior written notice.
Upon termination of the Agreement, the Fund shall
pay to Investors Capital such compensation as may
be due under the terms hereof on the date of such
termination.
13. Default
Should either party materially breach,
materially neglect or materially fail, in whole or
in part, to perform its duties and/or observe its
obligations hereunder (a "Default"), that party
shall be in Default hereunder (the "Defaulting
Party"). The other party hereto may give written
notice to the Defaulting Party, and if such Default
fails to be remedied within thirty (30) days after
receipt of such written notice, then the party
giving such notice may terminate this Agreement by
thirty(30) days written notice of such termination
to the Defaulting Party. 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 October
14, 2001 for reasons other than a Default by
Investors Capital, upon ninety (90) days written
notice to Investors Capital and payment of
liquidated damages to Investors Capital. The
liquidated damages amount shall equal: (i) the
aggregate of monthly fees due or paid to Investors
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
prior to October 14, 1998, or (ii) the aggregate of
the monthly fees due to Investors 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 on or after October
14, 1998 and prior to October 14, 2001. Upon
payment of such sum, Investors Capital shall have
no further claim to fees due under this Agreement
for periods after the termination date.
The provisions of this Section 13 shall
not limit either party's termination rights under
Section 12 of this Agreement. The provisions of
Sections 12 and this Section 13 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.
14. 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 Investors 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.
15. Non-Assignability
This Agreement shall not be assigned by
either party hereto without the prior written
consent of the other party. Any purported
assignment in violation of this Agreement shall be
void and of no effect.
16. Successors
This Agreement shall be binding on and
shall inure to the benefit of the Fund and
Investors Capital, and their respective successors
and permitted assigns.
17. 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:
Xxxxxxx Xxxxxx, Xxxxx X. Xxxxxxx,
Assistant Secretary President
ATTEST: INVESTORS CAPITAL SERVICES, INC.
By:
Xxxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxx,
SCHEDULE A
to
ADMINISTRATION AGREEMENT
between
XXXXXXX, XXXXXXX FUNDS, INC.
and
INVESTORS CAPITAL SERVICES, INC.
Pursuant to the attached Administration Agreement,
Investors Capital Services, Inc. ("Investors
Capital") will provide the following services to
Xxxxxxx, Loevner Funds, Inc. (the "Fund"):
1) Supervision of all third party
vendors to the Fund - Investors
Capital will supervise the quality
of service and competitiveness of
fees of all Fund vendors, except
the investment adviser. Investors
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 Investors Capital
will be responsible for include:
a) Transfer and Dividend
Disbursing Agent, Fund
Accounting Agent and
Custodian - Investors
Capital will make
necessary efforts to
ensure that all legally
required functions are
performed at a high
quality level and at a
competitive fee.
Investors Capital will
strive to enhance the
service levels as well as
reporting capabilities.
b) Outside Counsel,
Independent Accountant
and Other Vendors -
Investors Capital will
coordinate communications
with all other Fund
vendors with a goal of
enhancing service levels
while controlling costs.
c) Insurance Providers -
Investors Capital will
identify potential
insurance providers and
evaluate the comparative
terms and costs of
fidelity bond, E&O and
D&O coverage. Investors
Capital will continually
monitor the
appropriateness of the
chosen providers and
coverage.
2) Monitor and Report on Compliance -
Investors 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. Investors
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. Investors Capital will
monitor all Prospectus, Statement
of Additional Information and
Board-imposed compliance
limitations. Investors 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 Investors 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 - Investors 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.
Investors Capital will monitor the
calendar and report on status of
activity on a regular basis to
Fund officers.
4) Board of Directors' Meetings -
Investors 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. Investors Capital will
do a presentation to the Board of
the status of all administrative
and operations functions at each
meeting. Investors Capital will
coordinate other Vendor
presentations to the Board when
required. Investors 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
- Investors Capital will collect,
review and summarize all Vendor
reports. Investors 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 - Investors
Capital will prepare the
semi-annual and annual financial
reports and footnotes required by
SEC regulation for reporting to
the shareholders and the SEC.
Investors Capital will coordinate
with the Investment Adviser and
Independent Accountants to obtain
the appropriate letters to the
shareholders. Investors Capital
will coordinate the printing of
the reports and mail to the
shareholders as well as file
copies with the appropriate
regulatory authorities. Investors
Capital will respond to any
shareholder inquiries under the
direction of the Fund's officers.
7) Tax Filings - Investors 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 - Investors
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 - Investors 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. Investors
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, Investors 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 -
Investors 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
- Investors Capital will prepare
all proxy materials, file them
with the SEC and mail them to the
shareholders. Investors 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 - Investors Capital
will review all Fund expenses and
strive to create efficiencies and
economies of scale wherever
possible. Investors 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 -
Investors 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 - Investors 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,
Investors Capital will make its
facilities available for meetings
of the Fund's officers or
directors. Investors Capital will
assist in any examination of the
Fund by the SEC, IRS or any other
regulatory agency.
