FUND ACCOUNTING AND SERVICES AGREEMENT
THIS FUND ACCOUNTING AND SERVICES AGREEMENT (the "Agreement") is made as of
4th day of October, 1996, by and among BENNINGTON CAPITAL MANAGEMENT L.P., a
Washington limited partnership ("Bennington"), THE FIFTH THIRD BANK, a banking
company organized under the laws of the State of Ohio ("Fifth Third"), and
ACCESSOR FUNDS, INC., a Maryland corporation (the "Fund").
W I T N E S S E T H
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "Investment Company
Act");
WHEREAS, Bennington has been appointed manager of the Fund and Bennington
has accepted such appointment;
WHEREAS, Bennington and the Fund have entered into a management agreement
(the "Management Agreement") pursuant to which Bennington provides management,
administrative and other services to the Fund and certain of said services are
commonly referred to as those performed by an administrator;
WHEREAS, Fifth Third provides certain fund accounting, administrative and
other services to investment companies; and
WHEREAS, Bennington, with the consent of the Fund, desires to retain Fifth
Third to provide fund accounting and other services for the portfolios of the
Fund listed on Exhibit A, as may be amended from time to time (each, a
"Portfolio" or collectively, the "Portfolios"), and Fifth Third is willing to
provide such services, all as more fully set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions, As Used in This Agreement.
(a) Authorized Person means any officer of the Fund and any other
person duly authorized by the Fund's Board of Directors to give Oral
and Written Instructions on behalf of the Fund and listed on the
Authorized Persons Appendix attached hereto and made a part hereof or
any amendment thereto as may be received by Fifth Third. An Authorized
Person's scope of authority may be limited by the Fund by setting
forth such limitation in the Authorized Persons Appendix.
(b) Oral Instructions mean instructions orally transmitted to and
accepted by Fifth Third because such instructions are: (i) given by an
Authorized Person or from a person reasonably believed by Fifth Third
to have been an Authorized Person, (ii) recorded and kept among the
records of Fifth Third made in the ordinary course of business and
(iii) orally confirmed by Fifth Third. The Fund and Bennington shall
cause all Oral Instructions to be confirmed by Written Instructions.
If such Written Instructions confirming Oral Instructions are not
received by Fifth Third prior to a transaction, it shall in no way
affect the validity of the transaction or the authorization thereof by
the Fund or Bennington. If Oral Instructions vary from the Written
Instructions which purport to confirm them, Fifth Third shall notify
the Fund or Bennington of such variance but such Oral Instructions
will govern unless Fifth Third has not yet acted.
(c) Written Instructions mean (i) written communications actually
received by Fifth Third and signed an Authorized Person or a person
reasonably believed by Fifth Third to have been an Authorized Person,
or (ii) communications by facsimile or any other such system from a
person or persons reasonably believed by Fifth Third to be an
Authorized Person or (iii) communications transmitted electronically
through the Institutional Delivery System (IDS), or any other similar
electronic instruction system acceptable to Fifth Third and approved
by resolutions of the Board of Directors, a copy of which, certified
by the Secretary, shall have been delivered to Fifth Third.
(d) Shares mean the shares of beneficial interest of any series
or class of the Fund.
2. Appointment. Bennington hereby appoints Fifth Third to provide fund
accounting and other specified services to each of the Portfolios set forth in
Exhibit A, as may be amended from time to time, in accordance with the terms set
forth in this Agreement. Fifth Third accepts such appointment and agrees to
furnish such specified services.
3. Delivery of Documents. Bennington has provided or, where applicable,
will provide Fifth Third with the following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Directors, approving the appointment of Fifth Third to
provide services to each Portfolio and approving this Agreement;
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of each Portfolio's advisory agreement or agreements;
(d) a copy of any distribution agreement or similar agreement
made with respect to each class of Shares;
(e) a copy of the Management Agreement and any administration
agreements or similar agreements with respect to a Portfolio;
(f) a copy of any shareholder servicing agreement made in respect
of the Fund or a Portfolio; and
(g) copies (certified or authenticated, where applicable) of any
and all amendments or supplements to the foregoing.
4. Compliance with Rules and Regulations. Fifth Third undertakes to comply
with all applicable requirements of the Investment Company Act and other
applicable securities laws, and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be performed by
Fifth Third hereunder. Except as specifically set forth herein, Fifth Third
assumes no responsibility for such compliance by Bennington, the Fund or any
Portfolio.
5. Instructions. Fifth Third will provide fund accounting and such other
services as is agreed hereunder.
(a) Fifth Third shall act only upon Oral or Written Instructions,
except as otherwise provided in this Agreement.
(b) Fifth Third shall be entitled to rely upon any Oral and
Written Instructions it receives from an Authorized Person (or from a
person reasonably believed by Fifth Third to be an Authorized Person)
pursuant to this Agreement. Fifth Third may assume that any Oral or
Written Instruction received hereunder is not in any way inconsistent
with the provisions of organizational documents or this Agreement or
of any vote, resolution or proceeding of the Fund's Board of Directors
or of the Fund's shareholders, unless and until Fifth Third receives
Written Instructions to the contrary.
(c) Bennington agrees to forward, or to cause the Fund to forward
to Fifth Third, Written Instructions confirming Oral Instructions so
that Fifth Third 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
Fifth Third shall in no way invalidate the transactions or
enforceability of the transactions authorized by the Oral
Instructions. Where Oral or Written Instructions reasonably appear to
have been received from an Authorized Person, Fifth Third shall incur
no liability to Bennington or the Fund in acting upon such Oral or
Written Instructions.
6. Right to Receive Advice.
(a) Advice of the Fund. If Fifth Third is in doubt as to any
action it should or should not take, Fifth Third shall request
directions or advice, including Oral or Written Instructions, from
Bennington or the Fund.
(b) Advice of Counsel. If Fifth Third shall be in doubt as to any
question of law pertaining to any action it should or should not take,
Fifth Third shall request advice at its own cost from such counsel of
its own choosing.
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral or Written Instructions Fifth Third
receives from Bennington or the Fund and the advice Fifth Third
receives from counsel, Fifth Third shall inform the Fund of the
conflict and seek resolution.
(d) Protection of Fifth Third. Fifth Third 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 Bennington,
the Fund or counsel and which Fifth Third believes, in good faith, to
be consistent with those directions, advice or Oral or Written
Instructions. Nothing in this section shall be construed so as to
impose an obligation upon Fifth Third (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. Nothing
in this subsection shall excuse Fifth Third when an action or omission
on the part of Fifth Third constitutes willful misfeasance, lack of
good faith, negligence or reckless disregard by Fifth Third of any
duties, obligation or responsibilities set forth in this Agreement.
7. Records; Visits.
(a) The books and records pertaining to the Fund and the
Portfolios which are in the possession or under the control of Fifth
Third shall be the property of the Fund. Such books and records shall
be prepared, maintained and preserved as required by the Investment
Company Act and other applicable securities laws, rules and
regulations. The Fund and Authorized Persons shall have access to such
books and records at all times during Fifth Third's normal business
hours. Upon the reasonable request of the Fund, copies of any such
books and records shall be provided by Fifth Third to the Fund or to
an Authorized Person, at the Fund's expense.
(b) Fifth Third shall keep the following records:
(i) all books and records relating to the services it
performs hereunder with respect to a Portfolio's books of
account;
(ii) records relating to the services it performs
hereunder with respect to a Portfolio's securities
transactions; and
(iii) all other books and records as Fifth Third is
required to maintain pursuant to Rule 31a-1 of the
Investment Company Act in connection with the services
provided hereunder.
8. Confidentiality. Fifth Third agrees on its own behalf and that of its
employees to keep confidential all records of the Fund and information relating
to the Fund and its shareholders (past, present and future), unless the release
of such records of information is otherwise consented to, in writing, by
Bennington or the Fund. Bennington and the Fund agree that such consent shall
not be unreasonably withheld and may not be withheld where Fifth Third may be
exposed to civil or criminal contempt proceedings or when required to divulge
such information or records to duly constituted authorities.
9. Liaison with Accountants. Fifth Third shall act as liaison with the
Fund's independent public accountants and shall provide account analyses, fiscal
year summaries, and other audit-related schedules with respect to the services
provided to each Portfolio. Fifth Third shall take all reasonable action in the
performance of its duties under this Agreement to assure that the necessary
information in Fifth Third's control is made available to such accountants for
the expression of their opinion, as required by the Fund.
10. Disaster Recovery. Fifth Third shall maintain in effect a disaster
recovery plan, and enter into any agreements necessary with appropriate parties
making reasonable provisions for emergency use of electronic data processing
equipment customary in the industry. In the event of equipment failures, Fifth
Third shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions. Fifth Third shall have no liability with respect
to the loss of data or service interruptions caused by equipment failure
provided such loss or interruption is not caused by Fifth Third's own willful
misfeasance, lack of good faith, gross negligence or reckless disregard of its
duties or obligations under this Agreement.
11. Compensation. As compensation for services rendered by Fifth Third
during the term of this Agreement, the Fund will pay to Fifth Third a fee or
fees set forth in Exhibit B, as may be amended from time to time. It is agreed
that fees set forth in Exhibit B shall not be increased for five years from the
commencement of accounting services under this Agreement. In the event that
Exhibit C is amended such that significant additional services as requested by
the Fund are required from Fifth Third on an ongoing basis, with the approval of
the Fund, additional fees may be charged. The fee for the period from the day of
the year this Agreement is entered into until the end of that year shall be
prorated according to the proportion that such period bears to the full annual
period.
12. Indemnification.
(a) The Fund agrees to indemnify and hold harmless Fifth Third
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the
securities laws and any state or foreign securities and blue sky laws,
and amendments thereto), and expenses, including (without limitation)
reasonable attorneys' fees and disbursements arising directly or
indirectly from any action or omission to act which Fifth Third takes
in reasonable reliance on Oral or Written Instructions from Bennington
or the Fund. Fifth Third, shall not be indemnified against any
liability (or any expenses incident to such liability) arising out of
Fifth Third's own willful misfeasance, lack of good faith, negligence
or reckless disregard of its duties and obligations under this
Agreement. For any legal proceedings giving rise to this
indemnification, the Fund shall be entitled to defend or prosecute any
claim in the name of Fifth Third at the Fund's own expense through
counsel of its own choosing if it gives written notice to Fifth Third
within ten (10) business days of receiving notice of such claim.
(b) Fifth Third agrees to indemnify and hold harmless Bennington
and the Fund from all taxes, charges, expenses, assessments, claims
and liabilities (including, without limitation, liabilities arising
under the securities laws and any state or foreign securities and blue
sky laws, and amendments thereto), and expenses, including (without
limitation) reasonable attorneys' fees and disbursements arising from
any action or omission of Fifth Third's own willful misfeasance, lack
of good faith, gross negligence or reckless disregard of its duties
and obligations under this Agreement. For any legal proceedings giving
rise to this indemnification, Fifth Third shall be entitled to defend
or prosecute any claim in the name of Bennington or the Fund at Fifth
Third's own expense through counsel of its own choosing if it gives
written notice to Bennington or the Fund within ten (10) business days
of receiving notice of such claim.
13. Responsibilities of Fifth Third.
(a) Fifth Third shall be under no duty to take any action on
behalf of Bennington, the Fund or any Portfolio except as specifically
set forth herein or as may be specifically agreed to by Fifth Third in
writing. Fifth Third shall be obligated to exercise commercially
reasonable care and diligence in the performance of its duties
hereunder, to act in good faith and to use its best efforts, within
reasonable limits, in performing services provided for under this
Agreement. Fifth Third shall be liable for actual damages arising out
of Fifth Third's failure to perform its duties under this Agreement to
the extent such damages arise out of Fifth Third's willful
misfeasance, lack of good faith, gross negligence or reckless
disregard of such duties.
(b) In no event shall Fifth Third be liable for any special,
consequential, extraordinary or punitive damages, arising from the
performance or non-performance of Fifth Third under this Agreement, or
Fifth Third's failure to comply with any of the terms of this
Agreement.
(c) Without limiting the generality of the foregoing or of any
other provision of this Agreement,
(i) Fifth Third shall not be liable for losses beyond
its reasonable control, provided that Fifth Third has acted
in accordance with the standard of care set forth above; and
(ii) Fifth Third shall not be liable for
(A) the validity or invalidity or authority or lack
thereof of any Oral or Written Instruction, notice or other
instrument which conforms to the applicable requirements of
this Agreement, and which Fifth Third reasonably believes to
be genuine; or
(B) subject to Section 10, delays or errors or loss of
data occurring by reason of circumstances beyond Fifth
Third's control, including acts of civil or military
authority, national emergencies, non Fifth Third labor
difficulties, fire, flood, catastrophe, acts of God,
insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
14. Description of Accounting Services on a Continuous Basis. Fifth Third
will perform the accounting services as set forth on Exhibit C, as may be
amended from time to time, with respect to each Portfolio.
15. Description of Other Services on a Continuous Basis. Fifth Third will
perform the other services as set forth on Exhibit C, as may be amended from
time to time, with respect to each Portfolio:
16. Duration and Termination. This Agreement shall continue until
terminated by either Bennington, the Fund or Fifth Third on sixty (60) days'
prior written notice to the other party. If service is terminated due to Fifth
Third's failure to meet its obligations under this Agreement, after written
notice documenting such failure and reasonable opportunity to cure within 15
days, then from the date Notice of Termination is give, there will be no charges
for services for a period not to exceed sixty (60) days.
17. Notices. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable or facsimile
sending device. If notice is sent by confirming telegram, cable, or facsimile
sending device, it shall be deemed to have been given immediately. If notice is
sent by first class mail, it shall be deemed to have been given three days after
it has been mailed. If notice is sent by messenger, it shall be deemed to have
been given on the day it is delivered. Notices shall be addressed
(a) if to Fifth Third:
00 Xxxxxxxx Xxxxxx Xxxxx
Mail Drop 1090F2
Xxxxxxxxxx, Xxxx 00000
Attention: Fund Accounting Manager
(b) if to the Fund:
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxx;
(c) if to Bennington:
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxx; or
(d) if to none of the foregoing, at such other address as
shall have been provided by like notice to the sender of any such
notice or other communication by the receiving party.
18. Amendments. This Agreement, or any term thereof, may be changed or
waived only by written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
19. Delegation; Assignment. Fifth Third may assign its rights and delegate
its duties hereunder upon prior written consent of Bennington and the Fund to
any wholly-owned direct or indirect subsidiary of Fifth Third, provided that:
(a) Fifth Third gives Bennington and the Fund sixty (60) days'
prior written notice;
(b) the delegate (or assignee) agrees with Fifth Third,
Bennington and the Fund to comply with all relevant provisions of the
securities laws; and
(c) Fifth Third and such delegate (or assignee) promptly provide
such information as Bennington may request, and respond to such
questions as Bennington or the Fund may ask, relative to the
delegation (or assignment), including (without limitation) the
capabilities of the delegate (or assignee).
20. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
21. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
22. Miscellaneous.
(a) Entire Agreement. This Agreement embodies the entire
agreement and understanding among the parties and supersedes all prior
agreements and understandings relating to the subject matter hereof,
provided that Bennington and Fifth Third may embody in one or more
separate documents their agreement, if any, with respect to delegated
duties and Oral Instructions.
(b) Captions. 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 construction or
effect.
(c) Governing Law. This Agreement will be governed and construed
in accordance with the laws of the State of New York without regard to
principles or conflicts of law. The parties agree that venue for any
action or proceeding brought pursuant to this Agreement shall be in
the state or federal courts located in the State of New York.
(d) Partial Invalidity. 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.
(e) Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to
this Agreement shall constitute the valid and biding execution hereof
by such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
ACCESSOR FUNDS, INC. BENNINGTON CAPITAL MANAGEMENT L.P.
By: Bennington Management Associates, Inc.
Its: Managing General Partner
By:/s/Xxxxxxxx X. Xxx By:/s/ J. Xxxxxxx Xxxxxxx III
--------------------- -----------------------------
Xxxxxxxx X. Xxx J. Xxxxxxx Xxxxxxx III
Vice President President
THE FIFTH THIRD BANK
By:/s/ Xxxxxx X. Xxxxxxx
------------------------
Xxxxxx X. Xxxxxxx
Vice President
EXHIBIT A
PORTFOLIOS OF ACCESSOR FUNDS, INC.
THIS EXHIBIT A, dated as of October 4, 1996, is Exhibit A to the Fund
Accounting and Services Agreement dated as of October 4, 1996, by and among
Bennington Capital Management L.P., Fifth Third Bank and Accessor Funds, Inc.
This Exhibit A shall supersede all previous forms of Exhibit A.
Name of Portfolio Date
Growth Portfolio November 18, 1996
Value and Income Portfolio November 18, 1996
Small to Mid Cap Portfolio November 18, 1996
International Equity Portfolio November 18, 1996
Intermediate Fixed - Income Portfolio October 7, 1996
Short-Intermediate Fixed - Income Portfolio October 7, 1996
Mortgage Securities Portfolio November 18, 1996
U.S. Government Money Portfolio October 7, 1996
ACCESSOR FUNDS, INC.
By:______________________________________
Xxxxxxxx X. Xxx
Vice President
BENNINGTON CAPITAL MANAGEMENT L.P.
By: Bennington Management Associates, Inc.
Its: Managing General Partner
By:_______________________________________
J. Xxxxxxx Xxxxxxx III
President
THE FIFTH THIRD BANK
By:_______________________________________
Xxxxxx X. Xxxxxxx
Vice President
EXHIBIT B
FEE SCHEDULE
THIS EXHIBIT B, dated as of October 4, 1996, is Exhibit B to the Fund
Accounting and Services Agreement dated as of October 4, 1996, by and among
Bennington Capital Management L.P. ("Bennington"), Fifth Third Bank ("Fifth
Third") and Accessor Funds, Inc. (the "Fund"). This Exhibit B shall supersede
all previous forms of Exhibit B.
The Fund will pay Fifth Third an annual fund accounting and service fee
(the "Fee"), to be calculated daily and paid monthly. The annual Fee for each
Portfolio shall be the greater of a monthly minimum or an asset based fee, as
follows:
Asset Based Fees
--------------------------------------
Monthly First Next Assets over
Portfolio Minimum OR $100,000,000 $150,000,000 $250,000,000
--------- ------- -- ------------ ------------ ------------
Growth Portfolio $1,500 .03% .02% .01%
Value and Income Portfolio $1,500 .03% .02% .01%
Small to Mid Cap Portfolio $1,500 .03% .02% .01%
International Equity Portfolio $3,000 .04% .03% .02%
Intermediate Fixed-Income $2,000 .03% .02% .01%
Short-Intermediate Fixed Income $2,000 .03% .02% .01%
Mortgage Securities Portfolio $2,000 .03% .02% .01%
U.S. Government Money $1,500 .03% .02% .01%
The Fund will pay an additional annual Fee of $2,000 per portfolio for
other administrative services rendered, to be charged monthly. Should the Fund
add additional share classes, there will be an annual charge of $7,000 per
additional class per portfolio, also to be charged monthly. Finally, the Fund
will reimburse Fifth Third for its out-of-pocket expenses incurred in performing
its services under this Agreement, including, but not limited to: postage and
mailing, telephone, facsimile, overnight courier services and outside
independent pricing service charges, and record retention/storage.
ACCESSOR FUNDS, INC. BENNINGTON CAPITAL MANAGEMENT L.P.
By: Bennington Management Associates, Inc.
Its: Managing General Partner
By: /s/ Xxxxxxxx X. Xxx By:/s/ J. Xxxxxxx Xxxxxxx III
----------------------- -----------------------------
Xxxxxxxx X. Xxx J. Xxxxxxx Xxxxxxx III
Vice President President
THE FIFTH THIRD BANK
By:/s/ Xxxxxx X. Xxxxxxx
------------------------
Xxxxxx X. Xxxxxxx
Vice President
EXHIBIT C
Fifth Third will perform the accounting services with respect to each Portfolio:
(a) Journalize investment, capital share and income and expense
activities;
(b) Verify investment buy/sell trade tickets when received from
the investment adviser for a Portfolio (the "Money Manager") and
transmit trades to the Fund's custodian (the "Custodian") for proper
settlement;
(c) Maintain individual ledgers for investment securities;
(d) Maintain historical tax lots for each security;
(e) Reconcile cash and investment balances with the Custodian,
and provide Bennington and the Money Manager with the beginning cash
balance available for investment purposes daily;
(f) Update the cash availability daily;
(g) Post to and prepare the Statement of Assets and Liabilities
and the Statement of Operations;
(h) Calculate the various contractual expenses (e.g., advisory
and custody fees);
(i) Monitor the expense accruals and notify an officer of the
Fund of any proposed adjustments;
(j) Control all disbursements and authorize such disbursements
upon Written Instructions;
(k) Calculate capital gains and losses and, as appropriate,
prepare Certificates of Treasurer (or other agreed upon procedures);
(l) Determine net income and, as appropriate, calculate dividend
rates and prepare Certificates of Treasurer (or other agreed upon
procedures);
(m) Obtain security market quotes from independent pricing
services, if available, approved by the Money Manager, or if such
quotes are unavailable, then obtain such prices from the Money
manager, and in either case calculate the market value of each
Portfolio's investments;
(n) Transmit or mail a copy of the daily portfolio valuation to
the Money Manager;
(o) Compute net asset value;
(p) As appropriate, compute yields, total return, expense ratios,
portfolio turnover rate, and, if required, portfolio average
dollar-weighted maturity;
(q) Supply electronic access to portfolio and fund accounting
data maintained on Fifth Third's portfolio accounting system on an
ongoing basis;
(r) Prepare a monthly financial statement, which will include the
following items:
Schedule of Investments Statement of Assets and Liabilities
Statement of Operations Statement of Changes in Net Assets
Cash Statement Schedule of Capital Gains and Losses.
(s) Prepare quarterly schedule of aged receivables, by country,
for holding of the International Equity Portfolio
Fifth Third will perform the following other services with respect to each
Portfolio:
(a) Prepare quarterly broker security transactions summaries;
(b) Prepare monthly security transaction listings;
(c) Prepare for execution and file the Fund's Federal, state and
excise tax returns;
(d) Prepare and file the Fund's Semi-Annual Reports with the
Securities and Exchange Commission on Form N-SAR;
(e) Prepare the Fund's annual, semi-annual, and quarterly
shareholder reports;
(f) Assist in the preparation of registration statements and
other filings relating to the registration of Shares;
(g) Monitor each Portfolio's status as a regulated investment
company under Sub-chapter M of the Internal Revenue Code of 1986, as
amended;
(h) Provide such information to a Portfolio's Money Manager as
shall be mutually agreed upon between the Money Manager and Fifth
Third to allow the Money Manager to monitor the Portfolio's compliance
with certain requirements of the Investment Company Act and the Fund's
registration statement on Form N-1A.
(i) Rule 24 f- 2 filings; and
(j) Assist in preparation of materials as requested for quarterly
meetings of the Board of Directors of the Fund.
October 4, 1996
AUTHORIZED PERSONS APPENDIX
Name Signature
Xxxxxxxx X. Xxx ______________________________
Xxxxx Xxxx Xxxx ______________________________
J. Xxxxxxx Xxxxxxx III ______________________________
Xxxxx X. Xxxxxxx ______________________________
Xxxxxx X. Xxxxxx ______________________________
