EXHIBIT (h)(4)
ACCOUNTING AGENCY AGREEMENT
THIS ACCOUNTING AGENCY AGREEMENT is made as of this 8th day of
September, 1998 by and between XXXXX BROTHERS XXXXXXXX & CO., a limited
partnership organized under the laws of the State of New York (the
"Accounting Agent"), and XXXXXX XXXXXXXX INVESTMENT TRUST (the "Trust"), a
Delaware business trust, on behalf of each of the portfolios listed on
Appendix "A" (each a "Fund"), as amended from time to time, and XXXXXX
XXXXXXXX CAPITAL MANAGEMENT INCORPORATED (the "Administrator"), a Delaware
corporation.
WHEREAS, the Trust is registered as a management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust has appointed the Accounting Agent as custodian of the
Trust's assets pursuant to a Custodian Agreement dated 8/24/98 (the
"Custodian Agreement") and
WHEREAS, the Trust desires to retain the Accounting Agent to render certain
fund accounting services to each Fund, and the Accounting Agent is willing to
render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. EMPLOYMENT OF ACCOUNTING AGENT. The Trust hereby employs and
appoints the Accounting Agent to act as each Fund's accounting agent on the
terms set forth in this Agreement, and the Accounting Agent accepts such
appointment.
2. DELIVERY OF DOCUMENTS. The Trust will (i) provide the Accounting
Agent with such documents or resolutions (including but not limited to
directions or resolutions of the Trust's Board of Trustees) which relate to or
affect the Accounting Agent's performance of its duties hereunder or which the
Accounting Agent may reasonably request; and (ii) notify the Accounting Agent
promptly of any matter which the Trust reasonably believes may affect the
performance by the Accounting Agent of its services under this Agreement.
3. DUTIES AS ACCOUNTING AGENT. - Subject to the supervision and direction
of the Board of Trustees and the Administrator, the Accounting Agent will
perform the following services:
(1) Serve as recordkeeper and net asset value calculation agent
responsible for performing those functions as set forth in
Section 4 below; and
(2) Create, maintain and retain such records relating to its
obligations under this Agreement as are required under the 1940
Act (including Section 31 thereof and Rules 31a-1 and 31a-2
thereunder).
4. CALCULATION OF NET ASSET VALUE - The Accounting Agent shall compute
and determine the net asset value per share of each Fund as of the close of
business on the New York Stock Exchange on each day on which such Exchange is
open, unless otherwise directed by Proper Instructions. Such computation and
determination shall be made in accordance with (1) the provisions of the
Trust's Agreement and
Declaration of Trust and By-Laws, as they may from time to time be amended and
delivered to the Accounting Agent, (2) the votes of the Board of Trustees of the
Trust at the time in force and applicable, as they may from time to time be
delivered to the Accounting Agent, and (3) Proper Instructions. On each day
that the Accounting Agent shall compute the net asset value per share of a Fund,
the Accounting Agent shall provide the Fund's Adviser with written reports which
the Adviser will use to verify that portfolio transactions have been recorded
in accordance with the Fund's instructions and are reconciled with the Fund's
trading records.
In computing the net asset value of a Fund, the Accounting Agent may rely
upon any information furnished by Proper Instructions, including without
limitation any information (1) as to accrual of liabilities of the Fund and as
to liabilities of the Fund not appearing on the books of account kept by the
Accounting Agent, (2) as to the existence, status and proper treatment of
reserves, if any, authorized by the Fund, (3) as to the sources of quotations to
be used in computing the net asset value, including those listed in Appendix B,
(4) as to the fair value to be assigned to any securities or other property for
which price quotations are not readily available, and (5) as to the sources of
information with respect to "corporate actions" affecting portfolio securities
of the Fund, including those listed in Appendix B. (Information as to "corporate
actions" shall include information as to dividends, distributions, stock splits,
stock dividends, rights offerings, conversions, exchanges, recapitalizations,
mergers, redemptions, calls, maturity dates and similar transactions, including
the ex- and record dates and the amounts or other terms thereof.) The Fund or
the Administrator may instruct the Accounting Agent to utilize a particular
source for the valuation of a specific security or other property held by a Fund
and the Accounting Agent shall be protected in utilizing the valuation provided
by such source without further inquiry in order to effect calculation of the
Fund's net asset value. Notwithstanding anything in this Agreement to the
contrary, the Accounting Agent shall not be responsible for the failure of a
Fund,
the Administrator or the Fund's Adviser to provide the Accounting Agent with
Proper Instructions regarding liabilities which ought to be included in the
calculation of the Fund's net asset value.
In like manner, the Accounting Agent shall compute and determine the net
asset value of a Fund as of such other times as the Board of Trustees of the
Trust from time to time may reasonably request.
The Accounting Agent shall not be held accountable or liable to a
Fund, any shareholder or former shareholder thereof, the Administrator or any
other person for any delays or losses, damages or expenses any of them may
suffer or incur resulting from (1) the Accounting Agent's failure to receive
timely and suitable (i) notification concerning quotations or corporate actions
relating to or affecting portfolio securities of the Fund, (ii) relevant
information known to the Fund, the Administrator or the Fund's Adviser which
would impact the calculation of net asset value but which is not communicated by
the Fund, the Administrator or the Adviser to the Accounting Agent or (2) any
errors in the computation of the net asset value based upon or arising out of
quotations or information as to corporate actions if received by the Accounting
Agent (i) from a source which the Accounting Agent was authorized pursuant to
this Agreement to rely upon including those sources listed on Appendix B hereto,
(ii) from a source which in the Accounting Agent's reasonable judgment was as
reliable a source for such quotations or information as the sources authorized
on the attached Appendix B
5. EXPENSES AND COMPENSATION. For the services to be rendered and the
facilities to be furnished by the Accounting Agent as provided for in this
Agreement, the Administrator on behalf of the Fund, shall pay the Accounting
Agent for its services rendered pursuant to this Agreement an accounting fee
based on such fee schedule as may from time to time be agreed upon in writing by
the Administrator and the
Accounting Agent. In the event that the Administrator ceases to act as the
administrator to a Fund, such Fund shall pay the Accounting Agent such
accounting fee. In addition to accounting fees, the Accounting Agent shall xxxx
the Fund separately for any out-of-pocket disbursements of the Accounting Agent.
Out-of-pocket disbursements shall include, but shall not be limited to, postage,
including courier services; telephone; telecommunications; printing, duplicating
and photocopying charges; forms and supplies; filing fees; legal expenses; and
travel expenses. The foregoing fees and disbursements shall be billed to the
Fund by the Accounting Agent and shall be paid promptly by wire transfer or
other appropriate means to the Accounting Agent.
6. STANDARD OF CARE. The Accounting Agent shall be held only to the
exercise of reasonable care and diligence in carrying out the provisions of this
Agreement, provided that the Accounting Agent shall not thereby be required to
take any action which is in contravention of any applicable law, rule or
regulation or any order or judgment of any court of competent jurisdiction.
7. LIMITATION OF LIABILITY. (a) No party to this Agreement shall
incur any liability with respect to any telecommunications failures of
third-party providers, equipment or power failures of third-party providers, or
any failures to perform or delays in performance by postal or courier services
or other third-party information providers. No party to this Agreement shall
incur any liability under this Agreement if a party or any agent or entity
utilized by a party shall be prevented, forbidden or delayed from performing, or
omits to perform, any act or thing which this Agreement provides shall be
performed or omitted to be performed, by reason of (i) an act of God, (ii)
accident, fire, water damage or explosion, (iii) any computer, system or other
equipment failure or malfunction caused by any computer virus, or the
malfunction or
failure of any communications medium caused by an event beyond the reasonable
control of the non-performing party, (iv) any interruption of the power supply
or other utility service, (v) any strike or other stoppage, whether partial or
total, (vi) any provision of any present or future law, regulation or order of
the United States or any state thereof, or of any foreign country or political
subdivision thereof, (vii) any act of war, terrorism, insurrection or
revolution; or other similar act or event beyond the party's control.
(b) Notwithstanding any other provision of this Agreement, no party
to this Agreement (the "Performing Party") shall be held accountable or liable
for any losses, damages or expenses to the other parties including a Fund or any
shareholder or former shareholder of a Fund or any other person may suffer or
incur, arising from acts, omissions, errors or delays of the Performing Party in
the performance of its obligations and duties hereunder, except a damage, loss
or expense resulting from the Performing Party's willful malfeasance, bad faith
or negligence in the performance of such obligations and duties. A Performing
Party shall in no event be required to take any action which is in contravention
of any applicable law, rule or regulation or any order or judgment of any court
of competent jurisdiction. Each Performing Party hereby agrees to indemnify the
other Performing Parties to this Agreement against and hold them harmless from
any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any act, omission, error or
delay or any claim, demand, action or suit, in connection with or arising out of
performance of the Performing Party's obligations and duties under this
Agreement, not resulting from the willful malfeasance, bad faith or negligence
of such other performing party in the performance of such obligations and
duties.
In the event of an act, omission, error or delay which leads to losses,
costs or expenses to the Trust or a Fund for which a Performing Party may be
liable, the Trust, the applicable Fund, the Administrator and the Accounting
Agent will consult and
make good faith efforts to reach agreement on what actions should be taken in
order to mitigate any loss suffered by the Trust or such Fund or its present or
former shareholders, in order that the Performing Party's exposure to liability
shall be reduced to the extent possible after taking into account all relevant
factors and alternatives. It is understood that in attempting to reach agreement
on the actions to be taken or the amount of the loss, the Trust, the applicable
Fund, the Administrator and the Accounting Agent will consider such relevant
factors as the amount of the loss involved, the Fund's desire to avoid loss of
shareholder good will, and the appropriateness of limiting or eliminating the
benefit which shareholders or former shareholders might have obtained by reason
of the error.
(c) Notwithstanding anything else in this Agreement to the contrary,
the Performing Party's entire liability to any other party to this Agreement for
any loss or damage arising or resulting from its performance hereunder or for
any other cause whatsoever, and regardless of the form of action, shall be
limited to the other party's actual and direct out-of-pocket expenses and losses
which are incurred by such party. In no event and under no circumstances shall
the Accounting Agent, the Administrator, the Trust or a Fund be held liable to
the other party for consequential or indirect damages, loss of profits, damage
to reputation or business or any other special damages arising under or by
reason of any provision of this Agreement or for any act or omission hereunder.
8. RELIANCE BY THE ACCOUNTING AGENT ON PROPER INSTRUCTIONS AND OPINIONS
OF COUNSEL AND OPINIONS OF A FUND'S TREASURER. (a) The Accounting Agent
shall not be liable for, and shall be indemnified by each Fund against any and
all losses, costs, damages or expenses arising from or as a result of, any
action taken or omitted in reliance upon Proper Instructions believed by it to
be genuine and signed or authorized by the proper party or parties.
Proper Instructions shall include a written request, direction, instruction
or
certification signed or initialed on behalf of a Fund by one or more persons as
the Board of Trustees of the Fund shall have from time to time authorized. Those
persons authorized to give Proper Instructions may be identified by the Board of
Trustees by name, title or position and will include at least one officer
empowered by the Board to name other individuals who are authorized to give
Proper Instructions on behalf of the Fund. Telephonic or other
oral instructions or instructions given by telefax transmission may be given by
any one of the above persons and will also be considered Proper Instructions if
the Accounting Agent believes them to have been given by a person authorized to
give such instructions with respect to the transaction involved.
With respect to telefax transmissions, each Fund hereby acknowledges that
(i) receipt of legible instructions cannot be assured, (ii) the Accounting Agent
cannot verify that authorized signatures on telefax instructions are original,
and (iii) the Accounting Agent shall not be responsible for losses or expenses
incurred through actions taken in reliance on such telefax instructions provided
that the Accounting Agent believes such instructions to have been given by a
person authorized to give such instructions with respect to the transaction
involved and such instructions are legible. The Accounting Agent shall notify
the Fund if it receives instructions which are not legible and shall not act
until it receives legible instructions. Each Fund agrees that such telefax
instructions shall be conclusive evidence of the Fund's Proper Instruction to
the Accounting Agent to act or to omit to act.
Proper Instructions given orally will be confirmed by written instructions
in the manner set forth above, including by telefax, but the lack of such
confirmation shall in no way affect any action taken by the Accounting Agent in
reliance upon such oral instructions. Each Fund authorizes the Accounting Agent
to tape record any and all telephonic or other oral instructions given to the
Accounting Agent by or on behalf of the Fund (including any of its officers,
Trustees, employees or agents or any investment
manager or the Administrator or an adviser or person or entity with similar
responsibilities which is authorized to give Proper Instructions on behalf of
the Fund to the Accounting Agent.)
(b) The Accounting Agent may consult with its own counsel in any
case where so doing appears to the Accounting Agent to be necessary or
desirable. The Accounting Agent may consult with a Fund's counsel only after
obtaining permission to do so from the Administrator or a Fund's Adviser. The
Accounting Agent shall not be considered to have engaged in any misconduct or to
have acted negligently and shall be without liability in acting upon the advice
of counsel of the Fund, provided the Administrator or a Fund's Adviser has
instructed the Accounting Agent to rely on such Fund counsel's advice.
(c) The Accounting Agent may consult with a certified public
accountant or the Fund's Treasurer in any case where so doing appears to the
Accounting Agent to be necessary or desirable. The Accounting Agent shall not
be considered to have engaged in any misconduct or to have acted negligently and
shall be without liability in acting upon the advice of the Fund's Treasurer.
9. TERMINATION OF AGREEMENT. (a) This Agreement shall continue in
full force and effect until terminated by the Accounting Agent, the
Administrator, the Trust or a Fund by an instrument in writing delivered or
mailed, postage prepaid, to the other party, such termination to take effect not
sooner than ninety (90) days after the date of such delivery or mailing unless a
shorter period is agreed by the parties. In the event a termination notice is
given by the Administrator, the Trust or a Fund all expenses associated with the
movement of records and materials and the conversion thereof shall be paid by
the Fund for which services shall cease to be performed hereunder, other than
expenses associated with a termination by the Administrator, the Trust or the
Fund due to a default of the Accounting Agent under Section 8(b) of this
Agreement. In the event a termination notice is given by the Accounting Agent,
all expenses associated with the movement of records and materials and the
conversion thereof shall be paid by the Accounting Agent, other than expenses
associated with a termination by the Accounting Agent due to a default by the
Administrator, the Trust or a Fund under Section 8(b) of this Agreement. The
Accounting Agent shall be responsible for completing all actions in progress
when such termination notice is given unless otherwise agreed.
Notwithstanding anything in the foregoing provisions of this clause, if it
appears impracticable in the circumstances to effect an orderly delivery of the
necessary and appropriate records of the Accounting Agent to a successor within
the time specified in the notice of termination as aforesaid, the Accounting
Agent and the Fund agree that this Agreement shall remain in full force and
effect for such reasonable period as may be required to complete necessary
arrangements with a successor and as agreed to by the parties.
(b) If a party hereto shall fail to perform its duties and
obligations hereunder (a "Defaulting Party") resulting in material loss to
another party ("the "Non-Defaulting Party"), the Non-Defaulting Party may give
written notice thereof to the Defaulting Party, and if such material breach
shall not have been remedied within thirty (30) days after such written notice
is given, then the Non-Defaulting Party may terminate this Agreement by giving
thirty (30) days' written notice of such termination to the Defaulting Party.
If the Accounting Agent is the Non-Defaulting Party, its termination of this
Agreement shall not constitute a waiver of any other rights or remedies of the
Accounting Agent with respect to payment for services performed prior to such
termination or rights of the Accounting Agent to be reimbursed for out-of-pocket
expenses. In all cases, termination by the Non-Defaulting Party shall not
constitute a waiver by the Non-Defaulting Party of any other rights it might
have under this Agreement or otherwise against the Defaulting Party.
10. AMENDMENT OF THIS AGREEMENT. This Agreement constitutes the entire
understanding and agreement of the parties hereto with respect to the subject
matter hereof. No provision of this Agreement may be amended or terminated
except by a statement in writing signed by the party against which enforcement
of the amendment or termination is sought.
In connection with the operation of this Agreement, the Trust, the
Administrator and the Accounting Agent may agree in writing from time to time
on such provisions interpretive of or in addition to the provisions of this
Agreement as may in their joint opinion be consistent with the general tenor of
this Agreement. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.
In the event any provision of this Agreement is determined to be void or
unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
The section headings and the use of defined terms in the singular or plural
tenses in this Agreement are for the convenience of the parties and in no way
alter, amend, limit or restrict the contractual obligations of the parties set
forth in this Agreement.
11. GOVERNING LAW. This Agreement shall be governed by and construed
according to the laws of the State of New York without giving effect to
conflicts of laws principles.
12. NOTICES. Notices and other writings delivered or mailed postage
prepaid to the Administrator, the Trust or a Fund addressed to the
Administrator, the Trust or a Fund at Xxxxxx Xxxxxxxx Investment Trust c/o
Xxxxxx Xxxxxxxx Capital
Management Investments, 000 Xxxxx Xxxxxxxxxxxx Xx-Xxxx Xxxxxxxxxxxx, XX 00000 or
to such other address as the Administrator, the Trust or a Fund may have
designated to the Accounting Agent in writing, or to the Accounting Agent at 00
Xxxxx Xxxxxx, Xxxxxx, XX 00000, Attention: Manager, Fund Accounting Department,
or to such other address as the Accounting Agent may have designated to the Fund
in writing, shall be deemed to have been properly delivered or given hereunder
to the respective addressee.
13. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the Administrator, the Trust, each Fund and the Accounting Agent
and their respective successors and assigns, provided that no party hereto may
assign this Agreement or any of its rights or obligations hereunder without the
written consent of the other party.
14. COUNTERPARTS. This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an original and which
collectively shall be deemed to constitute only one instrument. This Agreement
shall become effective when one or more counterparts have been signed and
delivered by each of the parties.
15. EXCLUSIVITY. The services furnished by the Accounting Agent
hereunder are not to be deemed exclusive, and the Accounting Agent shall be free
to furnish similar services to others.
16. AUTHORIZATION. The Trust hereby represents and warrants that the
execution and delivery of this Agreement have been authorized by the Trust's
Board of Trustees on behalf of each Fund and that this Agreement has been signed
on behalf of each Fund by an authorized officer of the Trust.
A copy of the Trust's Declaration of Trust is on file with the Secretary of
State of the State of Delaware and notice is hereby given that this Agreement
has been executed on behalf of the Trust by an officer of the Trust in such
capacity and not individually. It is agreed that obligations of the Trust
hereunder shall not be binding personally upon any of the Trustees,
shareholders, officers, agents or employees of the Trust, but shall be bind only
the trust property as provided in the Declaration of Trust. No Fund of the
Trust shall be liable for the obligations of any other Fund of the Trust. NO
OBLIGATIONS OF THE TRUST THAT RELATE TO A PARTICULAR FUND SHALL BE ATTRIBUTABLE
TO OR AFFECT ANY OTHER FUND OF THE TRUST BUT SHALL ONLY RELATE TO THE PARTICULAR
FUND.
17. INTEGRATION. This Agreement sets forth all of the Accounting Agent's
duties with respect to the calculation of each Fund's net asset value. The
terms (and definitions) of the Custodian Agreement shall apply generally as to
matters not expressly covered in this Agreement.
18. LIMITATION ON THE ADMINISTRATOR'S LIABILITY. The Trust acknowledges
that the Trust, and not the Administrator, is responsible for the selection,
appointment and retention of the Accounting Agent and that the Administrator
shall in no event be liable or responsible to the Trust or a Fund for any
losses, damages or expenses the Trust or a Fund may suffer or incur, arising
from acts, omissions, errors or delays of the Accounting Agent in the
performance of its obligations and duties hereunder except to the extent such
loss, damage or expense is caused by the Administrator's negligent performance
of (or the negligent failure to perform) a duty under this Agreement, or by any
willful misconduct of the Administrator.
19. CONVERSION TO THE EURO. The Accounting Agent will take reasonable
steps to ensure that it has in place a euro conversion plan reasonably designed
to enable it to
perform its obligations without interruption or error due to the conversion of
European currencies to the euro beginning on January 1, 1999. If any changes
are required, the Accounting Agent will make the changes to its computer,
systems or other equipment at no cost to the Trust and in a commercially
reasonable time frame.
20. YEAR 2000. The Accounting Agent will take reasonable steps to ensure
that its computer, systems or other equipment it will use to provide services
under this Agreement reflect the available state of the art technology to offer
services that are Year 2000 compliant, including, but not limited to, century
recognition of dates, calculations that correctly compute same century and
multi-century formulas and date values, and interface values that reflect the
date issues arising between now and the next one hundred years. If any changes
are require, the Accounting Agent will make the changes to its computer systems
or other equipment at no cost to the Trust and in a commercially reasonable time
frame.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
XXXXX BROTHERS XXXXXXXX & CO. XXXXXX XXXXXXXX INVESTMENT TRUST, on behalf
of each portfolio listed on Appendix A
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------- -------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
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Title: Partner Title: Treasurer
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August 24, 1998
APPENDIX "A" TO THE ACCOUNTING AGENCY AGREEMENT
BETWEEN
XXXXX BROTHERS XXXXXXXX & CO.
AND
XXXXXX XXXXXXXX INVESTMENT TRUST
The following are Funds for which the Accounting Agent shall act as accounting
agent under the terms and conditions of an Accounting Agency Agreement between
Xxxxx Brothers Xxxxxxxx & Co. and Xxxxxx Xxxxxxxx Investment Trust dated
August 24, 1998.
Xxxxxx Xxxxxxxx International Equity Fund
Xxxxxx Xxxxxxxx Global Equity Fund
Xxxxxx Xxxxxxxx European Equity Growth Fund (formerly Xxxxxx Xxxxxxxx
European Equity Fund)
Xxxxxx Xxxxxxxx New Asia Fund (formerly Xxxxxx Xxxxxxxx Pacific Basin
Equity Fund)
Xxxxxx Xxxxxxxx International Small Cap Equity Fund
Xxxxxx Xxxxxxxx Japanese Small Cap Equity Fund
Xxxxxx Xxxxxxxx European Small Cap Equity Fund
Xxxxxx Xxxxxxxx Emerging Markets Equity Fund
Xxxxxx Xxxxxxxx Core Global Fixed Income Fund
Xxxxxx Xxxxxxxx Global Fixed Income Fund
Xxxxxx Xxxxxxxx International Fixed Income Fund
Xxxxxx Xxxxxxxx Emerging Markets Debt Fund
Xxxxxx Xxxxxxxx Emerging Local Currency Debt Fund
(collectively, the "International Funds")
Xxxxxx Xxxxxxxx Fixed Income Fund
Xxxxxx Xxxxxxxx Municipal Bond Fund
Xxxxxx Xxxxxxxx Short-Term Fixed Income Fund
Xxxxxx Xxxxxxxx Short-Term Municipal Bond Fund
Xxxxxx Xxxxxxxx Total Return Bond Fund
Xxxxxx Xxxxxxxx High Yield Bond Fund
Xxxxxx Xxxxxxxx Smaller Companies Fund
Xxxxxx Xxxxxxxx Microcap Fund
Xxxxxx Xxxxxxxx Large Cap Growth Fund
(collectively the "Domestic Funds")
APPENDIX B
THE FOLLOWING AUTHORIZED SOURCES ARE TO BE USED FOR PRICING AND FOREIGN EXCHANGE
QUOTATIONS, CORPORATE ACTIONS, DIVIDENDS AND RIGHTS OFFERINGS:
AUTHORIZED SOURCES
BLOOMBERG
EXTEL (LONDON)
FUND MANAGERS
INTERACTIVE DATA CORPORATION
REPUTABLE BROKERS
REUTERS
SUBCUSTODIAN BANKS
TELEKURS
VALORINFORM (GENEVA)
REPUTABLE FINANCIAL PUBLICATIONS
STOCK EXCHANGES
FINANCIAL INFORMATION INC. CARD
XX XXXXX
FRI CORPORATION
XXXXXXX XXXXX PRICING SERVICE
XXXXXX
