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Exhibit (9)(a)
THE ARCH FUND(R), INC.
ADMINISTRATION AGREEMENT
------------------------
AGREEMENT dated October 1, 1993 between THE ARCH FUND, INC., a
Maryland corporation (the "Company") and The Winsbury Service Corporation, an
Ohio corporation (the "Administrator").
WHEREAS, the Company is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Company desires to retain the Administrator to
provide certain administration and certain accounting services for each class of
shares of common stock ("shares") in each of the Company's investment portfolios
(individually, a "Portfolio," collectively, the "Portfolios") as listed on
Appendix A (as such Appendix A may, from time to time, be supplemented or
amended) and the Administrator is willing to furnish such administration and
such accounting services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and intending to be legally bound, it is agreed
between the parties hereto as follows:
1. APPOINTMENT OF ADMINISTRATOR. The Company hereby appoints the
Administrator to provide administration and accounting services, for each class
of shares in each of the Company's Portfolios on the terms and for the period
set forth in this Agreement. The Administrator accepts such respective
appointments and agrees to perform the services and duties set forth in Section
3 below in return for the compensation provided in Section 5 below. In the event
that the Company establishes additional classes or investment portfolios other
than those listed on Appendix A with respect to which it desires to retain the
Administrator to act as administrator and fund accountant hereunder, the Company
shall notify the Administrator, whereupon such Appendix A shall be supplemented
(or amended) and such portfolio shall become a Portfolio hereunder and shall be
subject to the provisions of this Agreement to the same extent as the Portfolios
(except to the extent that said provisions, including the compensation payable
on behalf of such new Portfolio, may be modified in wreathing by the Company and
Administrator at the time).
2. DELIVERY OF DOCUMENTS. The Company has furnished the
Administrator with copies, properly certified or authenticated, of each of the
following documents and will deliver to it all future amendments and
supplements, if any:
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a. The Company's Articles of Incorporation, filed with the
Secretary of State of the State of Maryland on September 9, 1982, as amended and
supplemented (the "Charter");
b. The Company's By-Laws, as amended ("By- Laws");
c. Resolutions of the Company's Board of Directors authorizing
the execution and delivery of this Agreement;
d. The Company's most recent amendment to its Registration
Statement under the Securities Act of 1933, as amended, and under the 1940 Act
on Form N-1A as filed with the Securities and Exchange Commission (the
"Commission") on April 30, 1993 relating to its Portfolios (the Registration
Statement, as presently in effect and as amended or supplemented from time to
time, is herein called the "Registration Statement");
e. The Company's most recent Prospectuses and Statements of
Additional Information and all amendments and supplements thereto (such
Prospectuses and Statements of Additional Information and supplements thereto,
as presently in effect and as from time to time amended and supplemented, are
herein called the "Prospectuses");
f. The Company's Amended and Restated Administrative Services
Plans for Trust shares, Institutional shares or Investor shares, respectively
(non 12b-1 Plans), and related forms of Servicing Agreements and the
Distribution and Services Plan for Investor shares (Rule 12b-1 Plan) and related
Servicing Agreements;
g. The following agreements of the Company: the Amended and
Restated Advisory Agreement with Mississippi Valley Advisors Inc. dated April 1,
1991, as amended as of September 27, 1991, as of April 1, 1992, and as of April
1, 1993 (the "Advisory Agreement"); the Transfer Agency Agreement with The
Winsbury Service Corporation dated October ___, 1993; the Distribution Agreement
with The Winsbury Company Limited Partnership dated October ___, 1993; and the
Custodian Agreement with Mercantile Bank of St. Louis National Association dated
as of April 1, 1992, as amended as of April 1, 1993;
h. The Company agrees to provide (i) a copy of the Company's
current Articles Supplementary to its Charter as filed with the State Department
of Assessments and Taxation of Maryland on May 25, 1993 as to the number of
shares authorized in each Portfolio and any class (Special Series) thereto, and
(ii) a certificate as to the number of issued and outstanding shares of each
such Portfolio and class thereto, such certificate to be
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certified by the Company's former transfer agent (PFPC Inc.) as
of the close of business on May 31, 1993; and
i. Before entering into a transaction regulated by the
Commodity Futures Trading Commission ("CFTC"), a copy of either (i) a filed
notice of eligibility to claim the exclusion from the definition of "commodity
pool operator" contained in Section 2(s)(1)(A) of the Commodity Exchange Act
("CEA") that is provided in Rule 4.5 under the CEA, together with all
supplements as are required by the CFTC, or (ii) a letter which has been granted
the Company by the CFTC which states that the Company will not be treated as a
"pool" as defined in Section 4.10(d) of the CFTC's General Regulations, or (iii)
a letter which has been granted the Company by the CFTC which states that the
CFTC will not take any enforcement action if the Company does not register as a
"commodity pool operator."
3. SERVICES AND DUTIES. The Administrator enters into the
following covenants with respect to its administration and accounting services
and duties:
a. Subject to the supervision and control of the Company's
Board of Directors, the Administrator shall assist in supervising all aspects of
the Portfolios' operations, other than those services performed by the Company's
investment adviser pursuant to the Advisory Agreement, the custodian pursuant to
the Company's Custodian Agreement, the distributor pursuant to the Company's
Distribution Agreement and the transfer agent pursuant to the Company's Transfer
Agency Agreement, each as amended from time to time. In this regard, the
Administrator's responsibilities include:
(1) Providing personnel and supervising an office facility
(which may be in the offices of the Administrator or an affiliate
but shall be in such location as the Company shall reasonably
determine) to receive purchase, exchange and redemption orders via the
Company's toll-free telephone lines (pursuant to the Administrator's
procedures which the Administrator represents are designed to provide
reasonable assurance that instructions by telephone are genuine and to
prevent losses due to unauthorized or fraudulent telephone
instructions) and transmitting such requests to the Company's transfer
agent as promptly as is practicable;
(2) Providing information and distributing written
communications concerning the Portfolios to their shareholders of
record, and assisting in handling shareholder problems and calls:
(3) Supervising the services of individuals ("shareholder
representatives") provided by the
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Administrator whose principal responsibility and function shall be to
preserve and strengthen the Company's relationships with its
shareholders;
(4) Monitoring the Company's arrangements with respect to
services provided by certain institutional shareholders ("Service
Organizations") under its Amended and Restated Administrative Services
Plans for Trust shares, Institutional shares or Investor shares,
respectively, and its Distribution and Services Plan for Investor
shares, including monitoring and reviewing the services rendered by
Service Organizations to their customers who are the record or
beneficial owners of such shares, pursuant to agreements between the
Company and such Service Organizations ("Servicing Agreements");
monitoring the distributor's operations under the Distribution and
Services Plan and related distribution services agreements between the
distributor and broker-dealers which provide services primarily
intended to result in the sale of Investor shares pursuant to the
Distribution and Services Plan (the "Distribution Services
Agreements"); reviewing the qualifications of Service Organizations or
broker-dealer organizations wishing to enter into Servicing Agreements
with the Company or Distribution Services Agreements with the
distributor; assisting in the execution and delivery of Servicing
Agreements and Distribution Services Agreements; reporting to the
Company's Board of Directors with respect to the amounts paid or
payable by the Company from time to time under the Plans and the
nature of the services pursuant to the Services Agreements or
Distribution Services Agreement and maintaining appropriate records in
connection with such duties; and
(5) Mailing all communications by the Company to its
shareholders or to their authorized representatives, including
(but not limited to) reports to shareholders, dividend and
distribution notices, and proxy material for its meetings of
shareholders. The Administrator will receive and tabulate the proxy
cards for the meetings of shareholders.
b. The Administrator shall furnish statistical and research data,
clerical and certain bookkeeping services and stationery and office supplies;
participate to the extent requested by the Company and its counsel in the
periodic updating of the Company's Registration Statement; compile data for and
prepare for execution and filing by the Company all of the Company's federal and
state tax returns and required tax filings other than those required to be made
by the Company's custodian or transfer agent; prepare the Company's compliance
filings pursuant to state securities laws and reports to shareholders of record
and the Commission with the assistance of counsel to the
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Company (e.g., Annual and Semi-Annual Reports to Shareholders and Annual and
Semi-Annual Reports on Form N-SAR or any replacement form therefor), it being
understood that the preparation of timely Notices pursuant to Rule 24f-2 shall
be performed with the assistance and advice of the Company's counsel and filed
with the Commission by the Company's Secretary; file with the Commission and
other federal and state agencies, reports and documents including, without
limitation, Annual and Semi-Annual Reports to Shareholders, Annual and
Semi-Annual Reports on Form N-SAR, and federal and state tax returns and
required tax filings other than those required to be filed by the Company's
custodian or transfer agent; and generally assist in all aspects of the
operations of the Portfolios.
c. The Administrator, after consultation with the distributor
and counsel for the Company, shall determine the jurisdictions in which the
Company's shares shall be registered or qualified for sale. The Administrator
shall be responsible for maintaining the registration or qualification of shares
for sale under the securities laws of any state and for preparing compliance
filings pursuant to state securities laws with the advice of the Company's
counsel. Payment of share registration fees and any fees for qualifying or
continuing the qualification of the Company or any Portfolio as a dealer or
broker shall be made by the Company or Portfolio involved.
d. The Administrator shall monitor, and assist in developing
compliance procedures for each of the classes of the Company's Portfolios, which
will include without limitation, procedures to monitor compliance with each
Portfolio's investment objective, policies and limitations, tax matters, and
applicable laws and regulations.
e. The Administrator shall assist in monitoring of regulatory
and legislative developments which may affect the Company; assist in counseling
the Company with respect to regulatory examinations or investigations of the
Company; and work with the Company's counsel in connection with regulatory
matters or litigation.
f. The Administrator agrees to keep and maintain the financial
accounts and records, journals, ledgers and schedules for each Portfolio (other
than those maintained by the Company's custodian and its transfer agent),
including calculation of daily expense accruals; to perform the fund accounting
duties as listed on Appendix B (as such Appendix may be, from time to time,
amended or supplemented); and to install and maintain a system of internal
controls appropriate for entities of the size and complexity of each Portfolio,
and to provide reports, financial statements and other statistical data as
requested from time to time by the Company. The Administrator shall, together
with the Company's Treasurer or Assistant
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Treasurer, act as liaison with the Company's independent auditors and shall
provide account analyses, fiscal-year summaries and other audit related
schedules. The Administrator shall take all reasonable action in the performance
of its obligations under this Agreement to assure that the necessary information
is made available to such auditors for the expression of their opinion, as such
may be required by the Company from time to time.
g. In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Administrator agrees that all records which it maintains for the
Company are the property of the Company and further agrees to surrender promptly
to the Company any of such records upon the Company's request. The Administrator
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by Rule 31a-1 under said Act.
h. If the expenses borne by any Portfolio in any fiscal year
exceed the applicable expense limitations imposed by the securities regulations
of any state in which the Portfolio's shares are registered or qualified for
sale to the public, the Administrator agrees to reimburse such Portfolio for a
portion of any such excess expense in an amount equal to the proportion that the
administration fees otherwise payable by the Portfolio to the Administrator
bears to the total amount of the investment advisory and administration fees
otherwise payable by the Portfolio. The expense reimbursement obligation of the
Administrator is limited to the amount of its fees hereunder for such fiscal
year, PROVIDED, HOWEVER, that notwithstanding the foregoing, the Administrator
shall reimburse such Portfolio for a portion of any such excess expenses in an
amount equal to the proportion that the fees otherwise payable to the
Administrator bear to the total amount of investment advisory and administration
fees otherwise payable by the Portfolio regardless of the amount of fees paid to
the Administrator during such fiscal year to the extent that the securities
regulations of any state having jurisdiction over the Portfolio so require. Such
expense reimbursement, if any, will be estimated, reconciled and paid on a
monthly basis.
i. In the event of equipment failures beyond the
Administrator's control, the Administrator shall, at no additional expense to
the Company and its Portfolios, take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto. The
Administrator shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available.
j. In performing all of its services and duties as
administrator, the Administrator will act in conformity with
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the Charter, By-Laws, Prospectuses and resolutions and other instructions of the
Company's Board of Directors and will comply with the requirements of the 1940
Act and other applicable federal or state law.
k. The Administrator may, at its expense, subcontract with any
entity or person concerning the provision of the services contemplated
hereunder; provided, however, that the Administrator shall not be relieved of
any of its obligations under this Agreement by the appointment of such
subcontractor, and provided further, that the Administrator shall be responsible
to the extent provided in Section 7 below, for all acts of such subcontractor as
is such acts were its own.
l. Communication with Shareholders.
(a) COMMUNICATIONS TO SHAREHOLDERS. The Administrator agrees
to address and mail all communications by the Company to shareholders or their
authorized representatives, including reports to shareholders, dividend and
distribution notices and proxy material for its meetings of Shareholders. The
Administrator agrees to receive and tabulate the proxy cards for the meetings of
the shareholders.
(b) CORRESPONDENCE. The Administrator agrees to answer such
correspondence from shareholders, securities brokers and others relating to its
duties hereunder or those duties of the Company's transfer agent and such other
correspondence as may from time to time be mutually agreed upon between the
Administrator and the Company.
4. REPORTS. The Administrator will furnish to the Company and to
its properly authorized auditors, investment advisers, custodians, examiners,
distributors, dealers, underwriters, salesmen, insurance companies and others
designated by the Company in writing, such reports described in Section 3,
paragraph f above and at such times as are prescribed pursuant to the terms and
the conditions of this Agreement to be provided or completed by the
Administrator, or as subsequently agreed upon by the parties pursuant to an
amendment hereto. The Company agrees to examine each such report or copy
promptly and will report or cause to be reported any errors or discrepancies
therein no later than 60 days from the receipt of audited financial statements
thereof. In the event that errors or discrepancies in the Company's financial
records, except such errors and discrepancies as may not reasonably be expected
to be discovered by the recipient within such 60-day period, are not so reported
within the aforesaid period of time, a report will for all purposes be accepted
by and binding upon the Company and any other recipient, and Winsbury shall have
no liability for errors or discrepancies therein and shall have no further
responsibility with respect to such report except to perform reasonable
corrections of such
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errors and discrepancies within a reasonable time after requested to do so by
the Company. Subject to the foregoing, the investment adviser to the Company
(the "Adviser") will promptly review the report identified in Section 2(h)(ii)
of Appendix B to this Agreement and to report any errors or discrepancies
therein within a reasonable time after the receipt of such report, to the
Administrator. The Administrator will perform reasonable corrections of any
errors or discrepancies that are identified by the Adviser within a reasonable
time following its receipt of such information from the Adviser or the Company.
5. EXPENSES ASSUMED AS ADMINISTRATOR. The Administrator will bear
all expenses incurred by it in performing its services and duties as
administrator, except as otherwise expressly provided herein. Other expenses to
be incurred in the operation of the Portfolios, including taxes, interest,
brokerage fees and commissions, if any, salaries and fees of officers and
directors who are not officers, directors, shareholders or employees of the
Administrator, or the Company's investment adviser or distributor for the
Portfolios, Commission fees and state Blue Sky qualification and renewal fees,
advisory and administration fees, costs and related out-of-pocket expenses
incurred in connection with obtaining pricing information, charges of
custodians, transfer and dividend disbursing agents' fees, certain insurance
premiums, outside auditing and legal expenses, costs of maintaining corporate
existence, typesetting and printing of prospectuses for regulatory purposes and
for distribution to current shareholders of the Portfolios, costs of
shareholders' reports and corporate meetings and any extraordinary expenses,
will be borne by the Company, PROVIDED, HOWEVER, that the Company will not bear,
directly or indirectly the cost of any activity which is primarily intended to
result in the sale of shares of the Portfolios otherwise than pursuant to its
Distribution and Services Plan.
6. COMPENSATION.
a. For the services provided and the expenses assumed as
Administrator pursuant to Section 4 above, the Company will pay to the
Administrator, as agent for itself, a monthly fee (in arrears) on the first
business day of each month at the annual rate of .20% of the average daily net
assets of each Portfolio. Net asset value shall be computed at least every
business day. The fee for the period from the day of the month in which this
Agreement becomes effective until the end of that month shall be prorated
according to the proposition which such period bears to the full monthly period.
Upon any termination of this Agreement with respect to any Portfolio before the
end of any month, the fee payable for such part of a month shall be prorated
according to the proportion which such period bears to the full monthly period
and shall be payable upon the effective date of such termination. The fee
attributable to each Portfolio
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shall be the several (and not joint or joint and several) obligation of each
Portfolio.
b. For the purpose of determining fees payable to the
Administrator for administration and accounting services, the value of each
Portfolio's net assets shall be computed as required by its Prospectuses,
generally accepted accounting principles and resolutions of the Company's Board
of Directors.
c. The Administrator will from time to time employ or
associate with itself such person or persons as it may believe to be fitted to
assist it in the performance of this Agreement. Such person or persons may be
officers and employees who are employed by both the Company and the
Administrator. The compensation of such person or persons shall be paid by the
Administrator, and no obligation shall be incurred on behalf of the Company in
such respect.
7. PROPRIETARY AND CONFIDENTIAL INFORMATION. The Administrator
agrees on behalf of itself and its employees to treat confidentially and as
proprietary information of the Company all records and other information
relative to the Company and its Portfolios and prior, present or potential
shareholders, and not to use such records and information for any purpose other
than performance of their responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Company, which approval
shall not be unreasonably withheld and may not be withheld where the
Administrator 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 Company.
8. LIMITATIONS OF LIABILITY. The Administrator shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Company in connection with the matters to which this Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement. Any person, even though also an
officer, director, employee or agent of the Administrator, who may be or become
an officer, employee or agent of the Company, shall be deemed, when rendering
services to the Company or acting on any business of the Company (other than
services or business in connection with the Administrator's duties as
administrator hereunder) to be rendering such services to or acting solely for
the Company and not as an officer, director, employee or agent or one under the
control or direction of the Administrator even though paid by it.
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9. DURATION AND TERMINATION. This Agreement shall become
effective upon its execution as of the date first written above and, unless
sooner terminated as provided herein, shall continue until March 31, 1995.
Thereafter, if not terminated, this Agreement shall continue automatically for
successive terms of one year, provided that such continuance is specifically
approved at least annually (a) by a vote of a majority of those members of the
Company's Board of Directors who are not parties to this Agreement or
"interested persons" of any such party, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by the Company's Board of
Directors or by vote of a "majority of the outstanding voting securities" of the
Company; PROVIDED, however, that this Agreement may be terminated by the Company
at any time, without the payment of any penalty, by vote of a majority of the
entire Board of Directors or a vote of a "majority of the outstanding voting
securities" of the Company, on 60-days' written notice to the Administrator, or
by the Administrator at any time, without the payment of any penalty, on
60-days' written notice to the Company. This Agreement will automatically and
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act.)
10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, discharge
or termination is sought.
11. NOTICES. Notices of any kind to be given to the Company
hereunder by the Administrator shall be in writing and shall be duly given if
mailed or delivered to the Company c/o Xxxxx X. Xxxxxxx, President, Washington
University, 0000 Xxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, with a copy to
Philadelphia National Bank Building, 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx
Xxxxxxxxxxxx 00000-0000, Attention: W. Xxxxx XxXxxxxx, III, Secretary, or at
such other address or to such individual as shall be so specified by the Company
to the Administrator. Notices of any kind to be given to the Administrator
hereunder by the Company shall be in writing and shall be duly given if mailed
or delivered to 0000 X. Xxxxxx-Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, Attention:
Xxxxxx X. Xxxxx, or at such other address or to such other individual as shall
be so specified by an Administrator to the Company.
12. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their
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construction or effect. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors.
13. COUNTERPARTS. This Agreement may be executed in counterparts,
all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
THE ARCH FUND, INC.
(SEAL)
By:/s/ Xxxxx X. Xxxxxxx
-----------------------
Xxxxx X. Xxxxxxx, President
THE WINSBURY SERVICE CORPORATION
By:/S/ signature illegible
--------------------------
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APPENDIX A
to the
ADMINISTRATION AGREEMENT
between
The ARCH Fund, Inc.
and
The Winsbury Service Corporation
Money Market Portfolio (Trust Shares, Investor Shares and Institutional Shares)
Treasury Money Market Portfolio (Trust Shares, Investor Shares and Institutional
Shares)
Growth & Income Equity Portfolio (Trust Shares, Investor Shares and
Institutional Shares)
Emerging Growth Portfolio (Trust Shares, Investor Shares and Institutional
Shares)
Government & Corporate Bond Portfolio (Trust Shares, Investor Shares and
Institutional Shares)
U.S. Government Securities Portfolio (Trust Shares, Investor Shares and
Institutional Shares)
Balanced Portfolio (Trust Shares, Investor Shares and Institutional Shares)
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00
XXXXXXXX X
to the
ADMINISTRATION AGREEMENT
between
The ARCH Fund, Inc.
and
The Winsbury Service Corporation
1. GENERAL SERVICES AS THE COMPANY'S ACCOUNTANT. Winsbury will
keep and maintain the following books and records of each Portfolio of the
Company pursuant to Rule 31a-1 under the 1940 Act (the "Rule") :
(a) Journals containing an itemized daily record in
detail of all purchases and sales of securities, all
receipts and disbursements of cash and all other
debits and credits, as required by subsection (b)(1)
of the Rule;
(b) General and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense
accounts, including interest accrued and interest
received, as required by subsection (b) (2)(i) of the
Rule;
(c) Separate ledger accounts required by subsection
(b)(2)(ii) and (iii) of the Rule; and
(d) A monthly trial balance of all ledger accounts
(except shareholder accounts) as required by
subsection (b)(8) of the Rule.
2. DAILY ACCOUNTING SERVICES. In addition to the maintenance
of the books and records specified above, Winsbury shall perform the following
accounting services daily for each Portfolio:
(a) Calculate the net asset value per Share;
(b) Calculate, for each money market Portfolio, the
amount of the deviation (if any) of the current
market-based net asset value per share and the
amortized cost price per share;
(c) Calculate the dividend and capital gain distribution,
if any:
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(d) Calculate the yield;
(e) Reconcile cash movements with the Company's
custodian;
(f) Affirm to the Company's custodian all portfolio
trades and cash movements;
(g) Verify and reconcile with the Company's custodian
all daily trade activity;
(h) Calculate fees due under the Administrative Services
Plans for shareholder support services.
(i) Provide the following reports:
(i) A current security position report;
(ii) A summary report of transactions and
pending maturities (including the
principal, cost, and accrued
interest on each portfolio security
in maturity date order); and
(iii) A current cash position report
(including cash available from
portfolio sales and maturities and
sales of a Portfolio's Shares less
cash needed for redemptions and
settlement of portfolio purchases);
(j) Such other similar services with respect to a Portfolio as
may be reasonably requested by the Company.
3. OTHER ACCOUNTING SERVICES. Winsbury shall perform the
following accounting services for each Portfolio:
(a) Obtain at least daily for variable net asset value
Portfolios, and daily (or some other period no
less frequently than weekly upon the mutual
agreement of the Company and Winsbury) for money
market portfolios, actual dealer quotations,
prices from a pricing service, or matrix prices on
all portfolio securities (including those with
less than 60 days to maturity) in order to xxxx
the entire portfolio to the market; and
(b) Prepare an interim balance sheet, statement of income
and expense, and statement of changes in net assets
for the Company's Portfolios as of each month-end.
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