Exhibit (h)(10)
PREMIUM SHARING AGREEMENT
THIS AGREEMENT is made as of 2nd day of November, 2006, on behalf of
and among Xxxxx Treasury Only Money Market Fund, Xxxxx Capital Management, Inc.
("the "Adviser") and Xxxxx Capital Securities, Inc.. (the "Distributor")
(sometimes collectively hereinafter referred to as "parties").
WHEREAS, the Adviser acts as investment adviser to the Fund and may
from time to time hereafter act in the same capacity with respect to other
investment companies;
WHEREAS, the Fund(s), the Adviser and Distributor have been, or will
be, named as Assureds under (i) a joint insured fidelity bond to be issued by
National Union Fire Insurance Company, Pittsburgh, PA (the "Bond"), and (ii) an
errors and omissions policy to be issued by Twin City Fire Insurance Co.,
Indianapolis, IN (the "Policy");
WHEREAS, the parties desire to establish (i) the criteria by which the
premium for the Bond and the Policy shall be allocated among the parties, (ii)
the basis on which additional parties may be added as named Assureds under the
Bond and the Policy, and (iii) the criteria by which recoveries under the Bond
shall be allocated among the parties;
NOW, THEREFORE, it is agreed as follows:
1. The Adviser shall pay 0% of the premium for the Bond and 60% of the
premium for the Policy. From time to time, adjustments may be made to the
percentage of the premium paid by Xxxxx by mutual agreement of the Adviser, the
Distributor and the Fund(s). The Distributor shall pay 100% of the premium for
the Bond and 40% of the premium for the Policy. From time to time, adjustments
may be made to the percentage of the premium paid by the Distributor by mutual
agreement of the Distributor, the Adviser and the Fund(s). Unless another
allocation method is agreed to by all parties, each Fund shall pay a portion of
the balance of the premium which shall be determined at a specified date which
is the same for all Funds by calculating the proportion which the gross assets
of such Fund on said date bear to the aggregate of the gross assets of all of
the Funds on said date and applying said proportion to the balance of the
premium. The portion of the premium for the Bond and the Policy payable as of
January 5, 2005 and January 8, 2005, respectively, by the Adviser, the
Distributor and each Fund, determined as of November , 2005, is set forth on
Schedule I attached hereto. From time to time, adjustments may be made by mutual
agreement of the Funds to the portion of the balance of the premium theretofore
paid by a Fund, based on a subsequent change or changes in the gross assets of
one or more Fund, the addition or withdrawal of a Fund or Funds pursuant to this
Agreement or other material events.
2. If each of the insurers issuing a Bond or a Policy (the "Issuers")
is willing, without additional premium, to add, as an Assured under the Bond and
the Policy, any party which may be included in the Bond pursuant to Rule
17g-1(b) under the Investment Company Act of 1940, as amended (the "Act"), the
Funds, the Adviser and the Distributor agree that such addition may be made
provided (a) those Trustees of each of the Funds who are not "interested
persons" of such Fund shall approve such addition, and (b) the party shall have
executed and delivered to the Funds, the Adviser and the Distributor its written
agreement to become a party hereto and to be bound by the terms of this
Agreement.
3. In the event that the claims of loss of two or more Assureds under
the Bond are so related that the Insurer is entitled to assert that the claims
must be aggregated, the following rules shall determine, as among the claimants,
the priority of satisfaction of the claims under the Bond:
A. The Adviser, if a claimant, shall receive no portion of the
proceeds in respect of a claim under the Bond until each Fund claimant in
respect of the same claim shall have received the lesser of (i) proceeds equal
to the full amount of its claim, or (ii) the amount of a single insured bond
which such Fund would have been required to carry by Rule 17g-1(d) under the Act
for the calendar year in which the claim arose. When either condition shall have
been fulfilled, Xxxxx may participate in the proceeds on the same basis as a
Fund claimant.
B. The Distributor, if a claimant, shall receive no portion of the
proceeds in respect of a claim under the Bond until each Fund claimant in
respect of the same claim shall have received the lesser of (i) proceeds equal
to the full amount of its claim, or (ii) the amount of a single insured bond
which such Fund would have been required to carry by Rule 17g-1(d) under the Act
for the calendar year in which the claim arose. When either condition shall have
been fulfilled, Xxxxx may participate in the proceeds on the same basis as a
Fund claimant.
C. Subject to the preceding subparagraphs A and B, proceeds in
respect of a claim under the Bond or the Policy shall be applied to the
unsatisfied claim (or portion thereof) of each party by calculating the
proportion which the unsatisfied claim (or portion thereof) of each party bears
to the total unsatisfied claims (or portions thereof) of all parties and
applying said proportion to the remaining amount of insurance paid; provided,
however, that each Fund claimant shall receive proceeds in an amount at least
equal to the amount which it would have received had it provided and maintained
a single insured bond with the minimum coverage required by Rule 17g-1(d) under
the Act for the calendar year in which the claim arose.
4. This Agreement shall become effective as of the date first above
written, and shall remain in full force and effect with respect to the Bond
during the effective period of the Bond as specified therein and with respect to
the Policy during the effective period of the Policy as specified therein. Any
party may withdraw from this Agreement, the Bond and the Policy upon sixty (60)
days' written notice to each of the other parties and the Securities and
Exchange Commission in accordance with Rule 17g-1 under the Act as then in
effect or any successor rule. The withdrawing party shall be entitled to receive
an amount equal to the portion of the share of the premium on the Bond and the
Policy borne by the withdrawing party which is proportional to the unexpired
term of the Bond and the Policy for which a premium has been paid.
5. The obligations of the parties and of any other party that may be
added pursuant to Section 2 under this Agreement, are not binding upon any of
the Trustees, holders of shares of beneficial interest or holders of beneficial
interest of any such trust individually, but bind only the respective trust
estate of each.
IN WITNESS WHEREOF the parties have caused this Agreement to be
executed by their officers hereunto duly authorized all as of the day and year
first above written.
XXXXX TREASURY ONLY MONEY MARKET FUND
By:___________________________
Name:
Title:
XXXXX CAPITAL SECURITIES, INC..
By:___________________________
Name:
Title:
XXXXX CAPITAL MANAGEMENT, INC. By:___________________________
Name:
Title:
SCHEDULE I
Proportion
of
Name of Fund Premiums
------------ --------
Xxxxx Treasury Fund
Xxxxx Treasury Only Money Market Fund 100%
