EXHIBIT 99.H6
TRANSFER AGENCY AGREEMENT
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THIS AGREEMENT is made as of the 22nd day of November, 1999 by and
between XXXXXX XXXXXXXX INVESTMENT TRUST, a Delaware business trust (the
"Trust"), and INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation ("ICCC").
W I T N E S S E T H:
WHEREAS, each Series of the Trust is registered as an open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain ICCC to provide certain services
on behalf of each Series of the Trust, as set forth in Appendix A to this
Agreement, and ICCC is willing so to serve.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints ICCC to perform such
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services and to serve such functions on behalf of the Trust and on such terms as
set forth in this Agreement. ICCC accepts such appointment and agrees to
furnish such services and serve such functions. The Trust may have currently
outstanding one or more series or classes of its shares of common stock, par
value $.001 per share ("Shares") and may from time to time hereafter issue
separate series or classes of its Shares or classify and reclassify Shares of
any series or class, and the appointment effected hereby shall constitute
appointment for the provision of services with respect to all existing series
and classes and any additional series and classes unless the parties shall
otherwise agree in writing.
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2. Definitions.
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(a) "Authorized Person." The term "Authorized Person" shall
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mean any officer of the Trust and any other person, who is fully authorized by
the Trust's Board of Trustees, to give Oral and Written Instructions on behalf
of the Trust. Such persons are listed in the Certificate attached hereto.
(b) "Oral Instructions." The term "Oral Instructions" shall
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mean oral instructions received by ICCC from an Authorized Person or from a
person reasonably believed by ICCC to be an Authorized Person.
(c) "Written Instructions." The term "Written Instructions"
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shall mean written instructions signed by two Authorized Persons and received by
ICCC. The instructions may be delivered by hand, mail, tested telegram, cable,
telex or facsimile sending device.
3. Delivery of Documents. The Trust has furnished ICCC with copies
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properly certified or authenticated of the following documents and will furnish
ICCC from time to time with copies, properly certified or authenticated, of all
amendments of or supplements thereto, if any:
(a) Resolutions of the Trust's Board of Trustees authorizing the
appointment of ICCC to act in such capacities on behalf of the Trust as set
forth in this Agreement, and the entering into of this Agreement by the Trust;
(b) The Trust's Declaration of Trust and all amendments thereto
(the "Charter") and the Trust's By-Laws and all amendments thereto (the "By-
Laws");
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(c) The Trust's most recent Registration Statement on Form N-1A
under the Securities Act of 1933, as amended (the "1933 Act") and under the 1940
Act as filed with the Securities and Exchange Commission (the "SEC") relating to
the Shares; and
(d) Copies of the Trust's most recent prospectus or
prospectuses, including amendments and supplements thereto (collectively, the
"Prospectus").
4. Instructions. Unless otherwise provided in this Agreement, ICCC
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shall act only upon Oral and Written Instructions. ICCC shall be entitled to
rely upon any Oral and Written Instruction it receives from an Authorized Person
(or from a person reasonably believed by ICCC to be an Authorized Person)
pursuant to this Agreement. ICCC may assume that any Oral or Written
Instruction received hereunder is not in any way inconsistent with the
provisions of the Trust's Declaration of Trust, this Agreement, or of any vote,
resolution or proceeding of the Trust's Board of Trustees or shareholders.
The Trust agrees to forward to ICCC Written Instructions confirming
Oral Instructions so that ICCC receives the Written Instructions by the close of
business on the same day that such Oral Instructions are received. The fact
that such confirming Written Instructions are not received by ICCC shall in no
way invalidate the transactions or enforceability of the transactions authorized
by the Oral Instructions. The Trust further agrees that ICCC shall incur no
liability to the Trust in acting upon Oral or Written Instructions provided such
instructions reasonably appear to have been received from an Authorized Person.
If ICCC is in doubt as to any action it should or should not take,
ICCC may request directions or advice, including Oral or Written Instructions,
from the Trust. ICCC shall be protected in any action it takes or does not take
in reliance upon directions, advice or Oral or Written Instructions it receives
from the Trust or from counsel and which ICCC believes, in good faith, to be
consistent with those directions, advice or Oral of Written Instructions.
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Notwithstanding the foregoing, ICCC shall have no obligation (i) to seek such
directions, advice or Oral or Written Instructions, or (ii) to act in accordance
with such directions, advice or Oral or Written Instructions unless, under the
terms of other provisions of this Agreement, the same is a condition of ICCC's
properly taking or not taking such action.
5. Services to be Provided; Fees. During the term of this Agreement,
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ICCC shall perform the services and act in such capacities on behalf of the
Trust as set forth in this Agreement. For the services performed by ICCC for the
Trust, the Trust will compensate ICCC in such amounts as may be agreed to from
time to time by the parties in writing.
(a) General Services To be Provided. ICCC shall provide to the
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Trust the following services on an ongoing basis:
(i) Calculate 12b-1 payments, if any;
(ii) Maintain proper shareholder registrations;
(iii) Review new applications and correspond with
shareholders, if necessary, to complete or correct
information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in conjunction
with proxy solicitations; solicit and tabulate
proxies; receive and tabulate proxy cards for
meetings of the Trust's shareholders;
(vi) Countersign securities;
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(vii) Direct shareholder confirmation of activity;
(viii) Provide toll-free lines for direct shareholder use,
plus customer liaison staff for on-line inquiry
response;
(ix) Mail duplicate confirmation to broker-dealers, if
any, of their clients' activity, whether executed
through the broker-dealer or directly with ICCC;
(x) Provide periodic shareholder lists and statistics to
the Trust;
(xi) Provide detail for broker confirmations, if any, and
underwriter confirmations;
(xii) Mail periodic year-end tax and statement information;
(xiii) Provide timely notification to investment adviser,
accounting agent, and custodian of Trust activity;
and
(xiv) Perform other participating broker-dealer shareholder
services, if any, as may be agreed upon from time to
time.
(b) Purchase of Shares. ICCC shall issue and credit an account
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of an investor, in the manner described in the Prospectus, once it receives: (i)
purchase order; (ii) proper information to establish a shareholder account; and
(iii) confirmation of receipt by, or crediting of funds for such order to, the
Trust's custodian.
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(c) Redemption of Shares. ICCC shall redeem the Trust's shares
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only in accordance with the provisions of the Prospectus and each shareholder's
individual directions. Shares shall be redeemed at such time as the shareholder
tenders his or her shares and directs the method of redemption in accordance
with the terms set forth in the Prospectus. If securities are received in proper
form, Shares shall be redeemed before the funds are provided to ICCC. When the
Trust provides ICCC with funds, redemption proceeds will be wired (if requested)
or a redemption check issued. All redemption checks shall be drawn to the
recordholder unless third party payment authorizations have been signed by the
recordholder and delivered to ICCC.
(d) Dividends and Distributions. Upon receipt of certified
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resolutions of the Trust's Board of Trustees authorizing the declaration and
payment of dividends and distributions, ICCC shall issue the dividends and
distributions in shares, or, upon shareholder election, pay such dividends and
distributions in cash. Such issuance or payment shall be made after deduction
and payment of the required amount of funds to be withheld in accordance with
any applicable tax laws or other laws, rules or regulations. The Trust's
shareholders shall receive tax forms and other information, or permissible
substitute notice, relating to dividends and distributions, paid by the Trust as
are required to be filed and mailed by applicable law, rule or regulation. ICCC
shall maintain and file with the IRS and other appropriate taxing authorities
reports relating to all dividends and distributions paid by the Trust to its
shareholders as required by tax or other law, rule or regulation.
(e) Shareholder Account Services. If authorized in the
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Prospectus, ICCC shall arrange for the following services, in accordance with
the applicable terms set forth in the Prospectus: (i) the issuance of Shares
obtained through any pre-authorized check plan and direct purchases through
broker wire orders, if any, checks and applications; (ii) exchanges of shares of
any fund for Shares of the Trust with which the Trust has exchange privileges;
(iii) automatic redemption from an account where that shareholder participates
in an automatic redemption plan; and (iv) redemption of Shares from an account
with a check writing privilege.
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(f) Communications to Shareholders. Upon timely Written
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Instructions, ICCC shall mail all communications by the Trust to its
shareholders, including, reports to shareholders, confirmations of purchases and
sales of Shares, monthly or quarterly statements, dividend and distribution
notices, and proxy material.
(g) Records. ICCC shall maintain records of the accounts for
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each shareholder showing the following information: (i) name, address and U.S.
Identification or Social Security number; (ii) number and class of Shares held
and number and class of Shares for which certificates, if any, have been issued,
including certificate numbers and denominations; (iii) historical information
regarding the account of each shareholder, including dividends and distributions
paid and the date and price for all transactions on a shareholder's account;
(iv) any stop or restraining order placed against a shareholder's account; (v)
any correspondence relating to the current maintenance of a shareholder's
account; (vi) information with respect to withholdings; and (vii) any
information required in order for ICCC to perform any calculations contemplated
or required by this Agreement.
(h) Lost or Stolen Certificates. ICCC shall place a stop notice
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against any certificate reported to be lost or stolen and comply with all
applicable federal regulatory requirements for reporting such loss or alleged
misappropriation. A new certificate shall be registered and issued upon: (i)
the shareholder's pledge of a lost instrument bond or such other appropriate
indemnity bond issued by a surety company approved by ICCC; and (ii) completion
of a release and indemnification agreement signed by the shareholder to protect
ICCC.
(i) Shareholder Inspection of Stock Records. Upon requests from
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Trust shareholders to inspect stock records, ICCC will notify the Trust and the
Trust shall deliver Oral or Written Instructions granting or denying each such
request. Unless ICCC has acted
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contrary to the Trust's Instructions, the Trust agrees to release ICCC from any
liability for refusal or permission for a particular shareholder to inspect the
Trust's shareholder records.
(j) Withdrawal of Shares and Cancellation of Certificates. Upon
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receipt of Written Instructions, ICCC shall cancel outstanding certificates
surrendered by the Trust to reduce the total amount of outstanding shares by the
number of shares surrendered by the Trust.
(k) Telephone Transactions. In accordance with the terms of the
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Prospectus, ICCC shall act upon shareholder requests made by telephone for
redemption or exchange of Fund shares; provided that (i) the shareholder has
authorized telephone transactions on the Trust's Account Application or
otherwise in writing, (ii) if the request is a redemption, the amount to be
redeemed does not exceed $50,000 and (iii) ICCC has complied with the
identification and other security procedures required by the Trust in connection
with telephone transactions.
6. Delegation of Responsibilities. ICCC may subcontract to any third
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party all or any part of its obligations under this Agreement; provided that any
such subcontracting shall not relieve ICCC of any of its obligations under this
Agreement. All subcontractors shall be paid by ICCC.
7. Fees. As compensation for the services performed by ICCC for the
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Trust pursuant to this Agreement, the Trust will pay to ICCC such amounts as may
be agreed to from time to time by the parties in writing.
8. Records. The books and records pertaining to the Trust which are
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in the possession of ICCC shall be the property of the Trust. Such books and
records shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws and rules and regulations.
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The Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during ICCC's normal business hours. Upon the
reasonable request of the Trust, copies of any such books and records shall be
provided by ICCC to the Trust or the Trust's authorized representative at the
Trust's expense.
9. Cooperation With Accountants. In addition to any obligations set
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forth in this Agreement, ICCC shall cooperate with the Trust's independent
accountants and shall take all reasonable actions in the performance of its
obligations under this Agreement to ensure that the necessary information is
made available to such accountants for the expression of such accountants'
opinion of the Trust's financial statements or otherwise, as such may be
required by the Trust from time to time.
10. Compliance with Governmental Rules and Regulations. The Trust
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assumes full responsibility for insuring that the Trust complies with all
applicable requirements of the 1933 Act, the Securities Exchange Act of 1934
(the "1934 Act"), the 1940 Act, and any laws, rules and regulations of
governmental authorities having jurisdiction. ICCC undertakes to comply with
all applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the
Commodities Exchange Act (if applicable), and all laws, rules and regulations of
governmental authorities having jurisdiction with respect to the performance by
ICCC of its duties under this Agreement.
11. Expenses.
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(a) ICCC shall bear all expenses of its employees and overhead
incurred in connection with its duties under this Agreement and shall pay all
salaries and fees of the Trust's trustees and officers who are employees of
ICCC.
(b) The Trust assumes and shall pay or cause to be paid all other
expenses of the Trust, including, without limitation: the fees of the Trust's
investment adviser, administrator
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and distributor; the charges and expenses of any registrar, any custodian or
depositary appointed by the Trust for the safekeeping of its cash, portfolio
securities and other property, and any stock transfer, dividend or accounting
agent or agents appointed by the Trust; brokers' commissions chargeable to the
Trust in connection with portfolio securities transactions to which the Trust is
a party, if any; all taxes, including securities issuance and transfer taxes,
and corporate fees payable by the Trust to federal, state or other governmental
agencies; the cost and expense of engraving or printing of stock certificates
representing Shares; all costs and expenses in connection with maintenance of
registration of the Trust and its Shares with the SEC and various states and
other jurisdictions (including filing fees and legal fees and disbursements of
counsel); the expenses of printing, including typesetting, and distributing
prospectuses of the Trust and supplements thereto to the Trust's shareholders;
all expenses of shareholders' and directors' meetings and of preparing, printing
and mailing of proxy statements and reports to shareholders; fees and travel
expenses of directors or members of any advisory board or committee other than
such directors or members who are "interested persons" of the Trust (as defined
in the 1940 Act); all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in Shares or in cash; charges
and expenses of any outside service used for pricing of the Shares; charges and
expenses of legal counsel, including counsel to the directors of the Trust who
are not "interested persons" of the Trust (as defined in the 1940 Act), and of
independent accountants, in connection with any matter relating to the Trust; a
portion of membership dues of industry associations; interest payable on Trust
borrowings; postage; insurance premiums on property or personnel (including
officers and directors) of the Trust which inure to its benefit; extraordinary
expenses (including, but not limited to, legal claims and liabilities and
litigation costs and any indemnification related thereto); and all other charges
and costs of the Trust's operation unless otherwise explicitly provided herein.
12. Liability; Indemnification. Neither ICCC nor any of its
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officers, directors or employees shall be liable for any error of judgment or
for any loss suffered by the Trust in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on its or their part in the performance of, or from reckless
disregard by it
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or them of, its or their obligations and duties under this Agreement. The Trust
agrees to indemnify and hold harmless ICCC and its nominees from all taxes,
charges, expenses, assessments, claims and liabilities (including, without
limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act,
and any state and foreign securities and blue sky laws, all as currently in
existence or as amended from time to time) and expenses, including (without
limitation) attorneys' fees and disbursements, arising directly or indirectly
from any action or thing which ICCC takes or does or omits to take or do at the
request or on the direction of or in reliance on the advice of the Trust;
provided, that neither ICCC nor any of its nominees shall be indemnified against
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any liability to the Trust or to its shareholders (or any expenses incident to
such liability) arising out of ICCC's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties and obligations under this
Agreement. Notwithstanding anything else in this Agreement to the contrary, ICCC
shall have no liability to the Trust for any consequential, special or indirect
losses or damages which the Trust may incur or suffer as a consequence of ICCC's
performance of the services provided in this Agreement.
13. Responsibility of ICCC. ICCC shall be under no duty to take any
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action on behalf of the Trust except as specifically set forth herein or as may
be specifically agreed to by ICCC in writing. In the performance of its duties
hereunder, ICCC shall be obligated to exercise care and diligence and to act in
good faith and to use its best efforts within reasonable limits in performing
services provided for under this Agreement, but ICCC shall not be liable for any
act or omission which does not constitute willful misfeasance, bad faith or
gross negligence on the part of ICCC or reckless disregard by ICCC of its duties
under this Agreement. Notwithstanding anything in this Agreement to the
contrary, ICCC shall have no liability to the Trust for any consequential,
special or indirect losses or damages which the Trust may incur or suffer by or
as a consequence of ICCC's performance of the services provided hereunder.
14. Non-Exclusivity. The services of ICCC to the Trust are not to be
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deemed exclusive and ICCC shall be free to render transfer agency or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that directors,
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officers or employees of ICCC may serve as trustees or officers of the Trust,
and that trustees or officers of the Trust may serve as directors, officers and
employees of ICCC to the extent permitted by law; and that directors, officers
and employees of ICCC are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from serving as
partners, directors or officers of any other firm or corporation, including
other investment companies.
15. Notice. Any notice or other communication required to be given
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pursuant to this Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, to the Trust at Xxx Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000, Attention: Xxxxxxx X. Xxxx or to ICCC at Xxx Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxx X. Xxxx.
16. Miscellaneous.
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(a) This Agreement shall become effective as of the date first
above written and shall remain in force until terminated. This Agreement may be
terminated at any time without the payment of any penalty, by any party hereto
on sixty (60) days' written notice to the other party.
(b) This Agreement shall be construed in accordance with the laws
of the State of Maryland.
(c) If any provisions of this Agreement shall be held or made
invalid in whole or in part, the other provisions of this Agreement shall remain
in force. Invalid provisions shall, in accordance with the intent and purpose of
this Agreement, be replaced by mutual consent of the parties with such valid
provisions which in their economic effect come as close as legally possible to
such invalid provisions.
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(d) Except as otherwise specified in this Agreement, ICCC shall
be entitled to rely on any notice or communication believed by it to be genuine
and correct and to have been sent to it by or on behalf of the Trust.
(e) ICCC agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the Trust and its
prior, present, or potential shareholders, 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 ICCC 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.
(f) Any part of this Agreement may be changed or waived only by
an instrument in writing signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
XXXXXX XXXXXXXX INVESTMENT TRUST
By:_____________________________
Xxx X. Xxxxxx
Title: Treasurer
INVESTMENT COMPANY CAPITAL CORP.
By:_____________________________
Xxxxxx X. Xxxxxxxx
Title: President
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Appendix A
TRANSFER AGENCY AGREEMENT
between
XXXXXX XXXXXXXX INVESTMENT TRUST
and
INVESTMENT COMPANY CAPITAL CORP.
(as of November 22, 1999)
Minimum
Annual Fee Annual Fee
Fund Per Account Per Series
Xxxxxx Xxxxxxxx Fixed Income Fund $25.00 $10,000
Xxxxxx Xxxxxxxx Municipal Bond Fund $25.00 $10,000
Xxxxxx Xxxxxxxx Short-Term Fixed Income Fund $25.00 $10,000
Xxxxxx Xxxxxxxx Short-Term Municipal Bond $25.00 $10,000
Xxxxxx Xxxxxxxx Total Return Bond Fund $25.00 $10,000
Xxxxxx Xxxxxxxx High Yield Bond Fund $25.00 $10,000
Xxxxxx Xxxxxxxx Smaller Companies Fund $25.00 $10,000
Xxxxxx Xxxxxxxx Micro Cap Fund $25.00 $10,000
Xxxxxx Xxxxxxxx Large Cap Growth Fund $25.00 $10,000
Xxxxxx Xxxxxxxx International Select Equity Fund $25.00 $10,000
Xxxxxx Xxxxxxxx Global Equity Fund $25.00 $10,000
Xxxxxx Xxxxxxxx European Equity Fund $25.00 $10,000
Xxxxxx Xxxxxxxx New Asia Fund $25.00 $10,000
Xxxxxx Xxxxxxxx International Small Cap Equity Fund $25.00 $10,000
Xxxxxx Xxxxxxxx Japanese Small Cap Equity Fund $25.00 $10,000
Xxxxxx Xxxxxxxx Emerging Markets Equity Fund $25.00 $10,000
Xxxxxx Xxxxxxxx Core Global Fixed Income Fund $25.00 $10,000
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Xxxxxx Xxxxxxxx Global Fixed Income Fund $25.00 $10,000
Xxxxxx Xxxxxxxx International Fixed Income Fund $25.00 $10,000
Xxxxxx Xxxxxxxx Emerging Markets Debt Fund $25.00 $10,000
Xxxxxx Xxxxxxxx Emerging Local Currency Debt Fund $25.00 $10,000
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