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EXHIBIT 99.23(h)(2)
FUND ACCOUNTING AGREEMENT
AGREEMENT made as of this 1st day of December, 1999, by and between THE
KENT FUNDS (the "Trust"), a Massachusetts business trust having its principal
place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, and OLD KENT
SECURITIES CORPORATION ("Fund Accountant"), a corporation organized under the
laws of the State of Michigan, and having its principal place of business at 000
Xxxx Xxxxxx XX, Xxxxx Xxxxxx, Xxxxxxxx 00000.
WHEREAS, the Trust desires that Fund Accountant perform certain fund
accounting services for each investment portfolio of the Trust currently in
existence or hereafter created (individually referred to herein as a "Fund" and
collectively as the "Funds"); and
WHEREAS, Fund Accountant is willing to perform such services on the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services as Fund Accountant.
Subject to the supervision, direction and control of
the Trust's Board of Trustees, Fund Accountant shall provide
the services set forth below in accordance with the service
standards set forth in Schedule A attached hereto and made a
part hereof. In performing its duties as Fund Accountant under
this Agreement, Fund Accountant will act in conformity with
the Trust's Declaration of Trust, By-Laws, Prospectuses and
Statements of Additional Information as in effect from time to
time and will conform to and comply with the requirements of
the Investment Company Act of 1940 (the "1940 Act") and all
other applicable federal and state laws and regulations.
(a) Performance of Daily Accounting Services. Fund
Accountant shall perform the following accounting
services daily for each Fund:
(i) Calculate the net asset value per share in
accordance with the Fund's Prospectus and
Statement of Additional Information
utilizing prices obtained from the sources
described in subsection 1(a)(ii) below;
(ii) Obtain security prices from independent
pricing services, or if such quotes are
unavailable, then obtain such prices from
such other appropriate sources in accordance
with the Trust's Pricing Procedures, as
approved by the Trust's Board of Trustees;
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(iii) Verify and reconcile with the Funds'
custodian all daily trade activity;
(iv) Compute, as appropriate, each Fund's net
income and capital gains, dividend payables,
dividend factors, 7-day yields, 7-day
effective yields, 30-day yields, and
weighted average portfolio maturity;
(v) Review daily the net asset value calculation
and dividend factor (if any) for each Fund
prior to release to shareholders, check and
confirm the net asset values and dividend
factors for reasonableness and deviations,
and distribute net asset values and yields
to NASDAQ;
(vi) Report to the Trust the daily market pricing
of securities in any Money Market Funds,
with the comparison to the amortized cost
basis;
(vii) Determine appreciation and depreciation on
securities held in variable net asset value
Funds;
(viii) Amortize premiums and accrete discounts on
securities purchased at a price other than
face value, if requested by the Trust;
(ix) Update fund accounting system to reflect
rate changes, as received from a Fund's
investment adviser, on variable interest
rate instruments;
(x) Post Fund transactions to appropriate
categories;
(xi) Accrue expenses of each Fund according to
instructions received from the Trust's
Administrator;
(xii) Determine the outstanding receivables and
payables for all (1) security trades, (2)
Fund share transactions and (3) income and
expense accounts;
(xiii) Provide accounting reports in connection
with the Trust's regular annual audit and
other audits and examinations by regulatory
agencies; and
(xiv) Provide such periodic reports as the parties
shall agree upon.
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(b) Special Reports and Services.
(i) Fund Accountant may provide additional
special reports upon the request of the
Trust or a Fund's investment adviser, which
may result in an additional charge, the
amount of which shall be agreed upon between
the parties.
(ii) Fund Accountant may provide such other
similar services with respect to a Fund as
may be reasonably requested by the Trust,
which may result in an additional charge,
the amount of which shall be agreed upon
between the parties.
(c) Additional Accounting Services. Fund Accountant shall
also perform the following additional accounting
services for each Fund:
(i) Provide monthly a download (and hard copy
thereof) of the financial statements
described below, upon request of the Trust.
The download will include the following
items:
Statement of Assets and Liabilities;
Statement of Operations;
Statement of Changes in Net Assets; and
Condensed Financial Information.
(ii) Provide accounting information for the
following:
(A) federal and state income tax
returns and federal excise tax
returns;
(B) the Trust's semi-annual reports
with the Securities and Exchange
Commission ("SEC") on Form N-SAR,
(C) the Trust's annual, semi-annual and
quarterly (if any) shareholder
reports;
(D) registration statements on Form
N-lA and other filings relating to
the registration of shares;
(E) the Administrator's monitoring of
the Trust's status as a regulated
investment company under Subchapter
M of the Internal Revenue Code, as
amended;
(F) annual audit by the Trust's
auditors; and
(G) examinations performed by the SEC.
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2. Subcontracting.
Fund Accountant may, at its expense, subcontract with any entity or person
concerning the provision of the services contemplated hereunder; provided,
however, that Fund Accountant shall not be relieved of any of its obligations
under this Agreement by the appointment of such subcontractor and provided
further, that Fund Accountant shall be responsible, to the extent provided in
Section 7 hereof, for all acts of such subcontractor as if such acts were its
own.
3. Compensation.
During the term of this Agreement, the Trust shall pay Fund Accountant
for the services to be provided by Fund Accountant under this Agreement in
accordance with, and in the manner set forth in, Schedule B hereto, as such
Schedule may be amended from time to time.
4. Reimbursement of Expenses.
In addition to paying Fund Accountant the fees described in Section 3
hereof, the Trust agrees to reimburse Fund Accountant for its reasonable
out-of-pocket expenses in providing services hereunder, including without
limitation the following:
(a) All freight and other delivery and bonding charges incurred by
Fund Accountant in delivering materials to and from the Trust;
(b) All direct telephone, telephone transmission and telecopy or
other electronic transmission expenses incurred by Fund
Accountant in communication with the Trust, the Trust's
investment advisor or custodian, dealers or others as required
for Fund Accountant to perform the services to be provided
hereunder;
(c) The cost of obtaining security market quotes pursuant to
Section l(b)(ii) above;
(d) The cost of microfilm or microfiche of records or other
materials;
(e) Any expenses Fund Accountant shall incur at the written
direction of an officer of the Trust thereunto duly
authorized; and
(f) Any additional expenses reasonably incurred by Fund Accountant
in the performance of its duties and obligations under this
Agreement.
5. Effective Date.
This Agreement shall become effective with respect to a Fund as of the
date first written above or, if a particular Fund is not in existence on that
date, on the date such Fund commences operation (the "Effective Date").
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6. Term.
This Agreement shall commence on December 1, 1999 and shall remain in
effect through December 31, 2001 (the "Initial Term"). Thereafter, unless
otherwise terminated as provided herein, this Agreement shall be renewed
automatically for successive one-year periods ("Rollover Periods"). This
Agreement may be terminated without penalty (i) by provision of a notice of
nonrenewal in the manner set forth below, (ii) by provision of 60 days advance
written notice of termination during any Rollover Period, (iii) by mutual
agreement of the parties or (iv) for "cause," as defined below, upon the
provision of 45 days advance written notice by the party alleging cause. Written
notice of nonrenewal must be provided within 60 days following the Initial Term
or any Rollover Period in order to avoid automatic renewal. In the event such
notice is provided in a timely manner, this Agreement shall terminate 180 days
after such notice, if given following the Initial Term, or 60 days after such
notice, if given following a Rollover Period.
After such termination for so long as Fund Accountant, with the written
consent of the Trust, in fact continues to perform any one or more of the
services contemplated by this Agreement or any schedule or exhibit hereto, the
provisions of this Agreement, including without limitation the provisions
dealing with indemnification, shall continue in full force and effect.
Compensation due Fund Accountant and unpaid by the Trust upon such termination
shall be immediately due and payable upon and notwithstanding such termination.
Fund Accountant shall be entitled to collect from the Trust, in addition to the
compensation described under Section 3 hereof, the amount of all of Fund
Accountant's reasonable cash disbursements for services in connection with Fund
Accountant's activities in effecting such termination, including without
limitation, the delivery to the Trust and/or its designees of the Trust's
property, records, instruments and documents, or any copies thereof. Subsequent
to such termination, Fund Accountant shall remain obligated to provide the Trust
with reasonable access to any Trust documents or records remaining in its
possession. If requested by the Trust, Fund Accountant shall deliver such
documents or records, or copies thereof, to the Trust or its designee for a
reasonable fee.
For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith, gross negligence or reckless disregard on the part of
the party to be terminated with respect to its obligations and duties set forth
herein; (b) multiple negligent acts on the part of the party to be terminated
which in the aggregate constitute a serious failure to perform satisfactorily
that party's obligations hereunder; (c) a final, non-appealable judicial,
regulatory or administrative ruling or order in which the party to be terminated
has been found guilty of criminal or unethical behavior in the conduct of its
business; (d) financial difficulties on the part of the party to be terminated
which are evidenced by the authorization or commencement of, or involvement by
way of pleading, answer, consent or acquiescence in, a voluntary or involuntary
case under Title 11 of the United States Code, as from time to time is in
effect, or any applicable law, other than said Title 11, of any jurisdiction
relating to the liquidation or reorganization of debtors or to the modification
or alteration of the rights of creditors; or (e) a service standard deficiency,
as defined in Schedule A.
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If the Trust terminates this Agreement other than as provided in the
first paragraph of this Section 6, then the Trust shall make a one-time cash
payment, as liquidated damages, to Fund Accountant equal to the balance due Fund
Accountant for the remainder of the then current term of this Agreement,
assuming for purposes of calculation of the payment that the asset level of the
Trust on the date the Agreement is terminated will remain constant for the
balance of the then current contract term.
7. Standard of Care: Reliance on Records and Instructions:
Indemnification.
Fund Accountant shall use its best efforts to insure the accuracy of
all services performed under this Agreement, but shall not be liable to the
Trust for any action taken or omitted by Fund Accountant in the absence of bad
faith, willful misfeasance, negligence or reckless disregard by it of its
obligations and duties hereunder. The Trust agrees to indemnify and hold
harmless Fund Accountant, its employees, agents, directors and officers from and
against any and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, reasonable counsel fees and other expenses of every
nature and character arising out of or in any way relating to Fund Accountant's
actions taken or nonactions with respect to the performance of services under
this Agreement or based, if applicable, upon reasonable reliance on information,
records, instructions or requests given or made to Fund Accountant by a duly
authorized representative of the Trust; provided that this indemnification shall
not apply to actions or omissions of Fund Accountant in cases of its own bad
faith, willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties, and further provided that prior to confessing any claim
against it which may be the subject of this indemnification, Fund Accountant
shall give the Trust written notice of and reasonable opportunity to defend
against said claim in its own name or in the name of Fund Accountant.
Any person even though also an officer, director, employee or agent of
Fund Accountant, who may be or become an officer, Trustee, employee or agent of
the Trust shall be deemed, when rendering services to the Trust or to any Fund,
or acting on any business of the Trust or of any Fund (other than services or
business in connection with Fund Accountant's duties hereunder) to be rendering
such services to or acting solely for the Trust or the Fund and not as an
officer, director, employee or agent or one under the control or direction of
Fund Accountant even though paid by Fund Accountant.
8. Record Retention and Confidentiality.
Fund Accountant shall keep and maintain on behalf of the Trust all
books and records which the Trust and Fund Accountant is, or may be, required to
keep and maintain pursuant to any applicable statutes, rules and regulations,
including without limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating
to the maintenance of books and records in connection with the services to be
provided hereunder. Fund Accountant further agrees that all such books and
records shall be the property of the Trust and to make such books and records
available for inspection by the Trust or by the Securities and Exchange
Commission at reasonable times and otherwise to keep confidential all books and
records and other information relative to the Trust and its shareholders; except
when requested to divulge such information by duly-constituted
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authorities or court process. Fund Accountant agrees to surrender promptly such
books and records on the Trust's request.
9. Uncontrollable Events.
Fund Accountant assumes no responsibility hereunder, and shall not be
liable, for any damage, loss of data, delay or any other loss whatsoever caused
by events beyond its reasonable control. Fund Accountant shall, however, be
obligated to design and institute reasonable procedures to prevent or limit any
such damages, loss of data, delay or other losses.
10. Rights of Ownership.
All computer programs and procedures developed to perform services
required to be provided by Fund Accountant under this Agreement are the property
of Fund Accountant. All records and other data except such computer programs and
procedures are the exclusive property of the Trust and all such other records
and data will be furnished to the Trust in appropriate form as soon as
practicable after termination of this Agreement for any reason.
11. Representations of the Trust.
The Trust certifies to Fund Accountant that: (1) as of the close of
business on the Effective Date, each Fund that is in existence as of the
Effective Date has authorized unlimited shares, and (2) this Agreement has been
duly authorized by the Trust and, when executed and delivered by the Trust, will
constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
12. Representations of Fund Accountant.
Fund Accountant represents and warrants that: (1) the various
procedures and systems which Fund Accountant has implemented with regard to
safeguarding from loss or damage attributable to fire, theft or any other cause
the records, and other data of the Trust and Fund Accountant's records, data,
equipment facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as are required for the secure performance of its obligations
hereunder, and (2) this Agreement has been duly authorized by Fund Accountant
and, when executed and delivered by Fund Accountant, will constitute a legal,
valid and binding obligation of Fund Accountant, enforceable against Fund
Accountant in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties.
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13. Insurance.
Fund Accountant shall notify the Trust should any of Fund Accountant's
insurance coverage be canceled or reduced. Such notification shall include the
date of change and the reasons therefor. Fund Accountant shall notify the Trust
of any material claims against Fund Accountant with respect to services
performed under this Agreement, whether or not they may be covered by insurance,
and shall notify the Trust from time to time as may be appropriate of the total
outstanding claims made by Fund Accountant under its insurance coverage.
14. Information to be Furnished by the Trust and Funds.
The Trust has furnished to Fund Accountant the following:
(a) Copies of the Declaration of Trust of the Trust and
any amendments thereto, certified by the proper
official of the state in which such document has been
filed.
(b) Copies of the following documents:
(i) The Trust's By-Laws and any amendments
thereto; and
(ii) Certified copies of resolutions of the Board
of Trustees covering the approval of this
Agreement and authorization of a specified
officer of the Trust to execute and deliver
this Agreement.
(c) A list of all the officers of the Trust.
(d) Two copies of the Prospectuses and Statements of
Additional Information for each Fund.
15. Information Furnished by Fund Accountant.
(a) Fund Accountant has furnished to the Trust the
following:
(i) Fund Accountant's Articles of Incorporation;
and
(ii) Fund Accountant's By-Laws and any amendments
thereto.
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(b) Fund Accountant shall, upon request, furnish
certified copies of corporate actions covering the
following matters:
(i) Approval of this Agreement, and
authorization of a specified officer of Fund
Accountant to execute and deliver this
Agreement; and
(ii) Authorization of Fund Accountant to act as
fund accountant for the Trust and to provide
accounting services for the Trust.
16. Amendments to Documents.
The Trust shall furnish Fund Accountant written copies of any
amendments to, or changes in, any of the items referred to in Section 14 hereof
forthwith upon such amendments or changes becoming effective. In addition, the
Trust agrees that no amendments will be made to the Prospectuses or Statements
of Additional Information of the Trust which might have the effect of changing
the procedures employed by Fund Accountant in providing the services agreed to
hereunder or which amendment might affect the duties of Fund Accountant
hereunder unless the Trust first obtains Fund Accountant's approval of such
amendments or changes.
17. Compliance with Law.
The Trust assumes full responsibility for the preparation, contents and
distribution of each prospectus of the Trust in compliance with all applicable
requirements of the Securities Act of 1933, as amended, the 1940 Act and any
other laws, rules and regulations of governmental authorities having
jurisdiction, except for any noncompliance caused by the actions of Fund
Accountant and its affiliates or based upon information provided by Fund
Accountant and its affiliates. Fund Accountant shall have no obligation to take
cognizance of any laws relating to the sale of the Trust's shares.
18. Notices.
Any notice provided hereunder shall be sufficiently given when
sent to the party required to be served with such notice, at the following
address:
Fund Accountant:
Old Kent Securities Corporation
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxx 00000
Facsimile number (000) 000-0000
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The Trust:
The Kent Funds
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Facsimile number (000) 000-0000
or at such other address or facsimile number as such party may from time to time
specify in writing to the other party pursuant to this Section. All notices or
other communications permitted or required hereunder shall be in writing and
shall be sufficiently given if and when hand delivered to the persons set forth
above or if sent by documented overnight delivery service or registered or
certified mail, postage prepaid, return receipt requested, or by telegram, telex
or telecopy, receipt acknowledged, addressed as set forth above or to such other
person or persons and/or at such other address or addresses as shall be
furnished in writing by any party hereto to the others. Any such notice or
communication shall be deemed to have been given as of the date received, in the
case of personal delivery, or on the date shown on the receipt or confirmation
therefor in all other cases.
19. Headings.
Paragraph headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
20. Assignment.
This Agreement and the rights and duties hereunder shall not
be assignable by either of the parties hereto except by the specific written
consent of the other party. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
permitted assigns.
21. Amendments.
No provision of this Agreement may be changed, waived,
discharged or terminated, except by an instrument in writing signed by the party
against whom an enforcement of the change, waiver, discharge or termination is
sought.
22. Multiple Originals.
This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
23. Governing Law.
This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of the State of Michigan.
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24. Confidentiality.
Fund Accountant agrees on behalf of itself and its employees
to treat confidentially and as the proprietary information of the Trust, all
records and other information relative to the Trust and prior, present or
potential shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except, after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where the
Fund Accountant may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.
25. Matters Relating to the Trust as a Massachusetts Business
Trust.
The names "The Kent Funds" and "Trustees of The Kent Funds"
refer respectively to the business trust created and the Trustees, as trustees
but not individually or personally, acting from time to time under a Declaration
of Trust dated as of May 9, 1986 to which reference is hereby made and a copy of
which is on file at the office of the Secretary of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "The Kent Funds" entered
into in the name or on behalf thereof by any of the Trustees, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders or representatives of the Trust
personally, but bind only the assets of the Trust, and all persons dealing with
any Fund must look solely to the assets of the Trust belonging to such Fund for
the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
THE KENT FUNDS
By: /s/ Xxxxx X. Xxxx, XX
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Name: Xxxxx X. Xxxx, XX
Title: President
OLD KENT SECURITIES CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx Xxxxxx
Title: President
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SCHEDULE A
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN THE KENT FUNDS
AND
OLD KENT SECURITIES CORPORATION
SERVICE STANDARDS
Pursuant to Section I of this Agreement, Fund Accountant has agreed to perform
the services described in this Agreement in accordance with the service
standards set forth in this Schedule A. Such standards are contained on the
pages attached hereto. The parties agree that such service standards may be
revised, from time to time, by mutual agreement.
Each of the service standards will be monitored by a Quality Assurance team. In
the event Fund Accountant fails to meet a service standard in any particular
month, Fund Accountant agrees to take appropriate corrective measures within the
following thirty-day period in order to be in compliance with the appropriate
standard at the end of such thirty-day period; provided, however, that the
foregoing requirement shall not apply in those instances in which Fund
Accountant's failure to meet a service standard was due to circumstances beyond
its control.
In the event Fund Accountant fails to meet a particular service standard (except
for any failure due to circumstances beyond its control) in two consecutive
months, the fee payable to Fund Accountant hereunder shall be reduced by one
percent (1%) or such lower amount as the parties shall agree upon for the second
of those two months. If such failure occurs in three consecutive months, the fee
payable to Fund Accountant hereunder shall be reduced by one and one-half
percent (1.5%) or such lower amount as the parties shall agree upon for the
third of those three months.
In the event Fund Accountant fails to meet a particular service standard (except
for any failure due to circumstances beyond its control) for any three months
within a six-month period, such failure shall be deemed to be a service standard
deficiency for purposes of the "cause" definition set forth in Section 6 of this
Agreement
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OLD KENT SECURITIES CORPORATION/THE KENT FUNDS
SERVICING STANDARDS
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ITEM STANDARD
------------------------------------------------------------ ---------------------------------------------------------
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TRANSFER AGENCY (PROCESSING):
------------------------------------------------------------ ---------------------------------------------------------
New Account Set-up
Timeliness 100% processed same day
Accuracy 98%
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Financial Quality Rate
Timeliness 100% processed same day
Accuracy 98%
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Maintenance Items
Non-financial 5 business days
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Not in good order items Call out next business day
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Research received by phone or mail 100% completed within 5 business days from day of
receipt
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TRANSFER AGENCY (PHONES):
------------------------------------------------------------ ---------------------------------------------------------
Abandonment Rate 3% or less
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Average Speed of answers 20 seconds or less
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Service level 85% of calls will be answered in 20 seconds or less
------------------------------------------------------------ ---------------------------------------------------------
TRANSFER AGENCY(PRINT/MAIL):
------------------------------------------------------------ ---------------------------------------------------------
Quarterly Statements Five business days
------------------------------------------------------------ ---------------------------------------------------------
Daily Confirms T + 2
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Checks T + 1
------------------------------------------------------------ ---------------------------------------------------------
TRANSFER AGENCY (FULFILLMENT): within 48 hours
------------------------------------------------------------ ---------------------------------------------------------
FUND ACCOUNTING/CUSTODY:
------------------------------------------------------------ ---------------------------------------------------------
NAV Calculation Accuracy Accurate 98% of time
------------------------------------------------------------ ---------------------------------------------------------
Daily Bulletin 98% delivered by 6:30 p.m.
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Cash Availability 98% delivered by 9:30 a.m.
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Position Reconciliation Detailed security position reconciliation weekly
------------------------------------------------------------ ---------------------------------------------------------
FUND ADMINISTRATION:
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Portfolio Compliance Reviews Monthly
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Financial Reports Printed and mailed within sixty days fiscal year end,
or 60 days fiscal semi-annual
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Prospectus Updates Prepared and printed within five days of the effective
date of the Registration Statement
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Review of accruals Monthly
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XXXXXXXX X
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN THE KENT FUNDS
AND
OLD KENT SECURITIES CORPORATION
FEES
The Trust will pay Fund Accountant on the first business day of each month, or
at such time(s) as Fund Accountant shall request and the parties hereto shall
agree, a fee computed daily at the annual rate of one and one-half
one-hundredths of one percent (.015%) of the Trust's average daily net assets.
The fee payable by the Trust hereunder shall be allocated to each Fund based
upon its pro rata share of the total fee payable hereunder. Such fee as is
attributable to each Fund shall be a separate (and not joint or joint and
several) obligation of each such Fund. Fund Accountant may agree, from time to
time, to waive fees payable under this Agreement. Such waiver shall be at Fund
Accountant's sole discretion. All Funds that are created after the effective
date of this Agreement shall be subject to a per Fund annual minimum fee of
$5,000. With respect to any class of shares (other than Trust Investment Shares
or Institutional Shares) that is created after the effective date of this
Agreement in a Fund in existence on the date hereof or in a Fund established
after the date hereof, the fee paid by such Fund that is allocated to such class
shall be subject to an annual minimum of $10,000.
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