Exhibit (h)(4)
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
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THIS AGREEMENT is made as of December 1, 2004 by and between PFPC Inc., a
Massachusetts corporation ("PFPC"), and each Xxxxx, Xxxx & Xxxxx investment
company listed on Exhibit A hereto, each, a Massachusetts business trust (each,
a "Fund"), on behalf of each series thereof (if any) listed on Exhibit A, (each,
a "Portfolio") as such Exhibit A may be amended from time to time.
W I T N E S S E T H :
WHEREAS, the Fund wishes to retain PFPC to provide administration and
accounting services and PFPC wishes to furnish such services.
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:
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(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Advisers Act" means the Advisers Act of 1940, as amended.
(d) "Authorized Person" means any officer of the Fund and any other person
duly authorized by the Fund's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Fund. An
Authorized Person's scope of authority may be limited by setting forth
such limitation in a written document signed by both parties hereto.
No employee of PFPC shall be an Authorized Person for purposes of this
Agreement.
(e) "CEA" means the Commodities Exchange Act, as amended.
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(f) "Change of Control" means a change in ownership or control (not
including transactions between wholly-owned direct or indirect
subsidiaries of a common parent) of 25% or more of the beneficial
ownership of the shares of common stock or shares of beneficial
interest of an entity or its parent(s).
(g) "Oral Instructions" mean oral instructions received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be
an Authorized Person. PFPC may, in its sole discretion in each
separate instance, consider and rely upon instructions it receives
from an Authorized Person via electronic mail as Oral Instructions.
(h) "SEC" means the Securities and Exchange Commission.
(i) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act, the
Advisers Act, the CEA, the Xxxxx-Xxxxx-Xxxxxx Act of 1999, as amended
and the Xxxxxxxx-Xxxxx Act of 2002, as amended.
(j) "Shares" means the shares of beneficial interest of any series or
class of the Fund.
(k) "Written Instructions" mean (i) written instructions signed by an
Authorized Person and received by PFPC or (ii) trade instructions
transmitted (and received by PFPC) by means of an electronic
transaction reporting system access to which requires use of a
password or other authorized identifier. The instructions may be
delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. APPOINTMENT. The Fund hereby appoints PFPC to provide administration and
accounting services to each of the Portfolios, in accordance with the terms
set forth in this Agreement. PFPC accepts such appointment and agrees to
furnish such services.
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3. COMPLIANCE WITH RULES AND REGULATIONS.
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PFPC undertakes to comply with all applicable requirements of the
Securities Laws, and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be performed
by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no
responsibility for such compliance by the Fund or other entity.
4. INSTRUCTIONS.
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(a) Unless otherwise provided in this Agreement, PFPC shall act only upon
Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or Written
Instruction it receives from an Authorized Person (or from a person
reasonably believed by PFPC to be an Authorized Person) pursuant to
this Agreement. PFPC may assume that any Oral Instruction or Written
Instruction received hereunder is not in any way inconsistent with the
provisions of organizational documents or of any vote, resolution or
proceeding of the Fund's Board of Trustees or of the Fund's
shareholders, unless and until PFPC receives Written Instructions to
the contrary or unless otherwise known by PFPC to be inconsistent
(reference being made to Section 5(c) regarding conflicting or
inconsistent directions, advice, Oral Instructions or Written
Instructions that PFPC receives from the Fund).
(c) The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions (except where such Oral Instructions are given by
PFPC or its affiliates) so that PFPC receives the Written Instructions
by the close of business on the same day that such Oral Instructions
are received or such later date as reasonably practicable. The fact
that such confirming Written Instructions are not
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received by PFPC or differ from the Oral Instructions shall in no way
invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions or PFPC's ability to rely upon
such Oral Instructions.
5. RIGHT TO RECEIVE ADVICE.
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(a) ADVICE OF THE FUND. If PFPC is in doubt as to any action it should or
should not take, PFPC shall request directions or advice, including
Oral Instructions or Written Instructions, from the Fund.
(b) ADVICE OF COUNSEL. If PFPC shall be in doubt as to any question of law
pertaining to any action it should or should not take, PFPC may
request advice from counsel of its own choosing (who may be counsel
for the Fund, the Fund's investment adviser or PFPC, at the option of
PFPC), the expense of which shall be borne by PFPC except with respect
to consent to the Fund or the Fund's investment advisers.
(c) CONFLICTING ADVICE, DIRECTIONS OR INSTRUCTIONS. In the event of a
conflict between directions or advice or Oral Instructions or Written
Instructions PFPC receives from the Fund and the advice PFPC receives
from counsel, PFPC may rely upon and follow the advice of counsel;
provided that PFPC shall first use its reasonable best efforts to
resolve such conflict. In the event of a conflict or inconsistency
between or among directions, advice, Oral Instructions or Written
Instructions PFPC receives from the Fund, PFPC shall use its
reasonable best efforts to resolve such conflict or inconsistency by
notifying the Authorized Person(s) that provided such conflicting or
inconsistent directions, advice, Oral Instructions or Written
Instructions and obtaining clarification therefrom with respect
thereto.
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(d) PROTECTION OF PFPC. PFPC shall be indemnified by the Fund and without
liability for any action PFPC takes or does not take in accurately
following Oral Instructions or Written Instructions PFPC receives from
or on behalf of the Fund or from counsel and, in any case, which PFPC
reasonably believes in good faith, to be consistent with those
directions or advice and Oral Instructions or Written Instructions.
Nothing in this section shall be construed so as to impose an
obligation upon PFPC to seek such advice of counsel.
6. RECORDS; VISITS.
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(a) The books and records pertaining to the Fund and the Portfolios which
are in the possession or under the control of PFPC shall be the
property of the Fund. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable Securities
Laws, rules and regulations. The Fund and Authorized Persons and the
Fund's independent public accountants and counsel shall have access to
such books and records at all times during PFPC's normal business
hours. Such books and records shall also be made available, at the
direction of an Authorized Person, to governmental regulators and
self-regulatory bodies. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by PFPC to the
Fund or to an Authorized Person, at the Fund's expense.
(b) PFPC shall keep the following records:
(i) all books and records with respect to each Fund's books of
account;
(ii) records of each Fund's securities transactions; and
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(iii) all other books and records as PFPC is required to maintain
pursuant to Rule 31a-1 of the 1940 Act in connection with the
services provided hereunder.
7. CONFIDENTIALITY. Each party shall keep confidential any information
relating to the other party's business ("Confidential Information").
Confidential Information shall include (a) any data or information that is
competitively sensitive material, and not generally known to the public,
including, but not limited to, information about product plans, marketing
strategies, finances, operations, customer relationships, customer
profiles, customer lists, sales estimates, business plans, and internal
performance results relating to the past, present or future business
activities of the Fund or PFPC, their respective subsidiaries and
affiliated companies and the customers, clients and suppliers of any of
them; (b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and secret
in the sense that its confidentiality affords the Fund or PFPC a
competitive advantage over its competitors; (c) all confidential or
proprietary concepts, documentation, reports, data, specifications,
computer software, source code, object code, flow charts, databases,
inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; and (d) anything designated as confidential. Notwithstanding
the foregoing, information shall not be subject to such confidentiality
obligations if it: (a) is already known to the receiving party at the time
it is obtained (other than through any other relationship the receiving
party or any of its affiliates has with the protected party); (b) is or
becomes publicly known or available through no wrongful act of the
receiving party or any of its affiliates; (c) is rightfully received from
an unaffiliated third party who, to the best of the receiving party's
knowledge, is not under a duty of confidentiality; (d) is released by the
protected
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party to an unaffiliated third party without restriction; (e) is requested
or required to be disclosed by the receiving party pursuant to a court
order, subpoena, governmental or regulatory agency request or law (provided
the receiving party will provide the other party written notice of the
same, to the extent such notice is permitted); (f) is relevant to the
defense of any claim or cause of action asserted against the receiving
party; or (g) has been or is independently developed or obtained by the
receiving party.
8. LIAISON WITH ACCOUNTANTS. PFPC 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 each
Portfolio. PFPC shall take all reasonable action in the performance of its
duties under this Agreement to assure that the necessary information is
made available to such accountants for the expression of their opinion, as
required by the Fund.
9. PFPC SYSTEM. PFPC shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade
secrets, and other related legal rights utilized by PFPC in connection with
the services provided by PFPC to the Fund.
10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment failures,
PFPC shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions.
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11. COMPENSATION. As compensation for services rendered by PFPC during the term
of this Agreement, the Fund, on behalf of each Portfolio, will pay to PFPC
a fee or fees as may be agreed to in writing by the Fund and PFPC.
12. INDEMNIFICATION. Each Portfolio of each Fund, severally and not jointly,
shall indemnify, defend and hold harmless PFPC and its affiliates,
including their respective officers, directors, agents and employees, from
all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, reasonable attorneys' fees and
disbursements and liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws) (collectively, "Losses")
arising directly or indirectly from any action or omission to act which
PFPC takes in connection with the provision of services to the Fund;
provided, however, that neither PFPC, nor any of its affiliates, including
their respective officers, directors, agents and employees, shall be
indemnified against any Losses (including any expenses incident to such
Losses) caused by PFPC's or its affiliates', including their respective
officers' directors', agents' or employees', own willful misfeasance, bad
faith, negligence or reckless disregard in the performance or
non-performance of PFPC's responsibilities under this Agreement. Any
amounts payable by the Fund hereunder shall be satisfied only against the
relevant Portfolio's assets and not against the assets of any other
investment portfolio of the Fund or any other Fund. The provisions of this
Section 12 shall survive termination of this Agreement. The party
requesting indemnification (the "Indemnitee") may not settle or compromise
any liability for which the Indemnitee is requesting indemnification in any
action or consent to or permit the entry of any judgment in respect thereof
without the prior written consent of the party providing indemnification.
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13. RESPONSIBILITY OF PFPC.
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(a) PFPC shall be under no duty to take any action hereunder on behalf of
the Fund or any Portfolio except as specifically set forth herein or
as may be specifically agreed to by PFPC and the Fund in a written
amendment hereto. PFPC shall be obligated to exercise reasonable care
and diligence in the performance of its duties hereunder and to act in
good faith in performing services provided for under this Agreement.
PFPC shall be liable only for any damages arising out of PFPC's
failure to perform its duties under this Agreement to the extent such
damages arise out of PFPC's willful misfeasance, bad faith, gross
negligence or reckless disregard of such duties.
(b) Notwithstanding anything in this Agreement to the contrary, PFPC shall
not be liable for losses, delays, failure, errors, interruption or
loss of data which PFPC could not reasonably prevent in accordance
with the standard of care set forth herein and occurring directly or
indirectly by reason of circumstances beyond its reasonable control,
including without limitation acts of God; action or inaction of civil
or military authority; public enemy; war; terrorism; riot; fire;
flood; sabotage; epidemics; labor disputes; civil commotion;
interruption, loss or malfunction of utilities, transportation,
computer or communications capabilities; insurrection; elements of
nature; or non-performance by an unaffiliated third party.
(c) Notwithstanding anything in this Agreement to the contrary, (i)
neither party shall be liable for any consequential, special or
indirect Losses, whether or not the likelihood of such Losses was
known by such party or its affiliates and
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(ii) PFPC's cumulative liability to the Fund under this Agreement for
all Losses, claims, suits, controversies, breaches or damages for any
cause whatsoever arising out of or related to this Agreement and
regardless of the form of action or legal theory shall not exceed the
greater of $100,000 or the fees received by PFPC for services provided
hereunder during the 12 months immediately prior to the date of such
loss or damage, except, for purposes of this clause (ii), for any
liability resulting from fraud or the willful malfeasance, bad faith
or gross negligence of PFPC in the performance or non-performance of
its responsibilities under this Agreement.
(d) No party may assert a cause of action against either party that
allegedly occurred more than 36 months immediately prior to the filing
of the suit (or, if applicable, commencement of arbitration
proceedings) alleging such cause of action.
(e) Each party shall have a duty to use commercially reasonable efforts to
mitigate damages for which the other party may become responsible;
PROVIDED, HOWEVER, that no party is required to spend money agree to
any undertakings or to bring any legal action.
(f) The provisions of this Section 13 shall survive termination of this
Agreement.
(g) Notwithstanding anything in this Agreement to the contrary, PFPC shall
have no liability either for any error or omission of any of its
predecessors as servicer on behalf of the Fund or for any failure to
discover any such error or omission.
14. DESCRIPTION OF ACCOUNTING AND ADMINISTRATION SERVICES ON A CONTINUOUS
BASIS. PFPC will perform the following accounting and administration
services with respect to each Portfolio:
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(i) Journalize investment, capital share and income and expense
activities;
(ii) Verify investment buy/sell trade tickets when received from
the investment adviser for a Portfolio (the "Adviser") and
transmit trades to the Fund's custodian (the "Custodian")
for proper settlement;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances of the Fund with the
Custodian, and provide the Adviser with the beginning cash
balance available for investment purposes;
(vi) Update the cash availability throughout the day as required
by the Adviser;
(vii) Post to and prepare the Statement of Assets and Liabilities
and the Statement of Operations;
(viii) Calculate various contractual expenses (e.g., advisory and
custody fees);
(ix) Monitor the expense accruals and notify an officer of the
Fund of any proposed adjustments;
(x) Control all disbursements and authorize such disbursements
upon Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes from independent pricing
services approved by the Adviser, or if such quotes are
unavailable, then obtain such prices from the Adviser, and
in either case calculate the market value of each
Portfolio's Investments;
(xiv) Transmit or mail a copy of the daily portfolio valuation to
the Adviser;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return, expense ratios,
portfolio turnover rate, and, if required, portfolio average
dollar-weighted maturity;
(xvii) Prepare monthly financial statements;
(xviii) Prepare quarterly broker security transactions summaries;
(xix) Prepare monthly security transaction listings;
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(xx) Supply various normal and customary Portfolio and Fund
statistical data as requested on an ongoing basis;
(xxi) Prepare for execution and file the Fund's Federal, state and
city tax returns;
(xxii) Monitor each Portfolio's status as a regulated investment
company under Sub-chapter M of the Internal Revenue Code of
1986, as amended;
(xxiii) Prepare shareholder tax information for 1099 reporting;
(xxiv) Provide Wash Sale Analysis Reports;
(xxv) Provide portfolio managers with estimates of required
distributions starting several months before deadline for
taking losses;
(xxvi) Provide support to portfolio managers, marketing and sales
areas of total returns for specific non-standard time
periods;
(xxvii) Prepare and file with the SEC the Fund's annual and
semi-annual shareholder reports; and
(xxviii) Monitor the Fund's compliance with the amounts and conditions
of each state qualification.
15. DESCRIPTION OF REGULATORY ADMINISTRATION SERVICES ON A CONTINUOUS BASIS.
PFPC will perform the following regulatory administration services with
respect to each Portfolio:
(i) Prepare, coordinate with the Fund's counsel and file with the
SEC Post-Effective Amendments to the Fund's Registration
Statement, prepare reports to the SEC including, the
preparation and filing of (i) semi-annual reports on Form
N-SAR and (ii) Notices pursuant to Rule 24f-2;
(ii) Assist in the preparation of notices of annual meetings of
shareholders and proxy materials relating to such meetings;
(iii) Assist in obtaining the fidelity bond and directors' and
officers'/errors and omissions insurance policies for the
Fund in accordance with the requirements of Rule 17g-1 and
17d-1(d)(7) under the 1940 Act as such bond and policies are
approved by the Fund's Board of Trustees;
(iv) Monitor the Fund's assets to assure adequate fidelity bond
coverage is maintained;
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(v) Assist the Fund in handling of routine SEC examinations and
responses thereto;
(vi) Maintain the Fund's files;
(vii) Provide periodic updates on recent regulatory events;
(viii) Mail to appropriate parties the personal securities
transaction quarterly reporting forms under the Fund's code
of ethics pursuant to the Rule 17j-1 under the 1940 Act;
(ix) Draft Form N-CSRs and coordinate, with the assistance of Fund
counsel, compliance with new SEC rules and regulations;
(x) Draft agendas and resolutions for quarterly and special board
meetings and attend the meetings;
(xi) Coordinate the preparation, assembly and mailing of board
materials; and
(xii) Maintain the Fund's corporate calendar to assure compliance
with various filing and board approval deadlines.
16. DURATION AND TERMINATION. This Agreement shall be effective on the date
first written above and shall continue in effect with respect to each
Portfolio until terminated by the Fund with respect to such Portfolio(s) or
by PFPC on sixty (60) days' prior written notice to the other party. In the
event the Fund gives notice of termination with respect to a Portfolio
(other than a liquidated Portfolio), all reasonable expenses associated
with movement (or duplication) of records and materials and conversion
thereof to a successor accounting and administration services agent(s) (and
any other service provider(s)), and all trailing expenses incurred by PFPC,
will be borne by the applicable Portfolio. The foregoing sentence shall not
apply in connection with any reorganization of a Portfolio into RBB, Inc.
17. [Intentionally Omitted.]
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18. NOTICES. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President; (b) if to the
Fund, at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx
Xxxxx or (c) if to neither of the foregoing, at such other address as shall
have been given by like notice to the sender of any such notice or other
communication by the other party. If notice is sent by confirming telegram,
cable, telex 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.
19. 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.
20. ASSIGNMENT. PFPC may assign its rights hereunder to any majority-owned
direct or indirect subsidiary of PFPC or of The PNC Financial Services
Group, Inc., provided that PFPC gives the Fund 30 days prior written notice
of such assignment. Any such assignment shall not relieve PFPC of its
obligations and responsibilities hereunder.
21. 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.
22. FURTHER ACTIONS. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
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23. [Intentionally Omitted.]
24. MISCELLANEOUS.
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(a) If the Fund makes any modifications to its registration statement or
adopts any policies which would affect materially the obligations or
responsibilities of PFPC hereunder it shall provide prompt written
notice to PFPC thereof and the Fund and PCPC shall make mutually
acceptable arrangements with respect thereto.
(b) Except as expressly provided in this Agreement, PFPC hereby disclaims
all representations and warranties, express or implied, made to the
Fund or any other person, including, without limitation, any
warranties regarding quality, suitability, merchantability, fitness
for a particular purpose or otherwise (irrespective of any course of
dealing, custom or usage of trade), of any services or any goods
provided incidental to services provided under this Agreement.
(c) This Agreement embodies the entire agreement and understanding between
the parties and supersedes all prior agreements and understandings
relating to the subject matter hereof, provided that the parties may
embody in one or more separate documents their agreement, if any, with
respect to delegated duties. 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. Notwithstanding any provision hereof, the
services of PFPC are not, nor shall they be, construed as constituting
legal advice or the provision of legal services for or on behalf of
the Fund or any other person.
(d) The Fund will provide such information and documentation as PFPC may
reasonably request in connection with services provided by PFPC to the
Fund.
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(e) This Agreement shall be deemed to be a contract made in the
Commonwealth of Massachusetts and governed by the Laws of the
Commonwealth of Massachusetts, without regard to principles of
conflicts of law.
(f) 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 and permitted assigns.
(g) The facsimile signature of any party to this Agreement shall
constitute the valid and binding execution hereof by such party.
(h) To help the U.S. government fight the funding of terrorism and money
laundering activities, U.S. Federal law requires each financial
institution to obtain, verify, and record certain information that
identifies each person who initially opens an account with that
financial institution on or after October 1, 2003. Certain of PFPC's
affiliates are financial institutions, and PFPC may, as a matter of
policy, request (or may have already requested) the Fund's name,
address and taxpayer identification number or other government-issued
identification number, and, if such party is a natural person, that
party's date of birth. PFPC may also ask (and may have already asked)
for additional identifying information, and PFPC may take steps (and
may have already taken steps) to verify the authenticity and accuracy
of these data elements.
(i) MASSACHUSETTS BUSINESS TRUST DISCLAIMER. It is understood that each
Fund is a Massachusetts business trust and each Portfolio is a series
thereof, that the declaration of trust of each Fund refers to its
trustees collectively as trustees
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and not individually or personally, and that neither the shareholders
of any Portfolio nor the trustees, officers or agents of any Fund
shall be personally liable for the obligations of such Fund. All
persons dealing with a Portfolio must look solely to the property of
that Portfolio for enforcement of any claims against that Portfolio.
No Portfolio shall have any liabilities or obligations hereunder with
respect to any other Portfolio.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By:
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Title:
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XXXXX, XXXX & XXXXX FUNDS TRUST
On behalf of the Portfolio set forth on Exhibit A
By:
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Title:
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WPG TUDOR FUND
By:
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Title:
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WPG LARGE CAP GROWTH FUND
By:
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Title:
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EXHIBIT A
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THIS EXHIBIT A, dated as of December 1, 2004 is Exhibit A to that
certain Administration and Accounting Services Agreement dated as of December 1,
2004 between PFPC Inc. and the Xxxxx, Xxxx & Xxxxx mutual funds that are parties
thereto.
FUND:
Xxxxx, Xxxx & Xxxxx Funds Trust
PORTFOLIO:
WPG Core Bond Fund
FUND/PORTFOLIO:
WPG Large Cap Growth Fund
FUND/PORTFOLIO:
WPG Tudor Fund
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