Exhibit (h)(17)
MUTUAL FUND SERVICE AGENT AGREEMENT FOR WRAP PROCESSING
THIS AGREEMENT is made as of March 27, 2007 by and between PFPC TRUST
COMPANY, a Delaware limited purpose trust company ("PFPC"), Aston Funds f/k/a
ABN AMRO Funds, a Delaware Business Trust (the "Trust"), and PFPC Distributors,
Inc. ("Distributor"), a Massachusetts corporation.
BACKGROUND:
A. The Trust is registered as an investment management company under the
Investment Company Act of 1940, as amended from time to time (the "1940
Act") and its respective Fund Shares ("Funds") are registered under the
Securities Act of 1933, as amended from time to time, and are identified on
the attached Exhibit 1. Trust has full authority and power to engage PFPC
to perform the services contemplated by this Agreement.
B. Distributor serves as principal underwriter and distributor to the Trust
for its Funds' shares under a separate agreement with the Trust and is a
party to this agreement soley for the purposes of paying service fees.
C. PFPC provides certain support services to banks and other financial
institutions ("Clients") that offer mutual fund-based asset allocation,
supermarket and/or other similar products requiring administrative,
recordkeeping, sub-accounting services and other services ("Wrap
Program(s)") to their respective customers ("Wrap Program Participants").
D. The Trust desires to make shares of the Funds ("Shares") available in
connection with the Wrap Programs offered by the Clients, and pursuant
thereto retain PFPC to perform certain services described herein, and PFPC
is willing to provide such services.
E. This Background section is made a part of and incorporated into the
Agreement.
TERMS:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. APPOINTMENT. The Trust hereby appoints PFPC as its agent to perform the
services specified herein and in the attached Schedule A (the "Services") for
the benefit of the Wrap Program Participants who maintain Shares through Wrap
Programs, and PFPC accepts such appointment. PFPC may subcontract with the
Clients to link PFPC's system with the Clients, in order for the Clients to
maintain Shares positions for each Wrap Program Participant and/or perform
certain services identified herein.
2. OBLIGATIONS OF THE TRUST. For each Fund, the Trust or its designee will
furnish PFPC with: (a) a copy of the Fund's most recent effective registration
statement, prospectus and Statement of Additional Information; (b) confirmed net
asset value information as of the close of
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trading (currently 4:00 p.m. New York time) on the New York Stock Exchange (the
"Close of Trading") on each business day that the New York Stock Exchange is
open for business on which the Fund determines its per share net asset value
("Business Day"); (c) information regarding dividends and capital gains
distributions by the Fund; and (d) in the case of any Fund with daily dividend
accruals or declarations, the daily accrual factor (mil rate). The Trust or its
designee ("Trust's designee) shall provide the foregoing information to PFPC via
the NSCC or other electronic means by 6:00 p.m. Eastern Time each Business Day.
Shares of the Funds will be held on behalf of Wrap Program Participants through
accounts established with the Fund by PFPC (the "Omnibus Accounts") at the net
asset value applicable to each order.
3. COMPENSATION. The Distributor on behalf of the Trust shall pay to PFPC the
service fees as set forth in the attached Schedule B. The Trust's obligation to
pay under this Section 3 shall survive the termination of this Agreement and
continue for so long as there are assets in the accounts described in Section 2
above that are attributable to Shares. The Trust acknowledges that PFPC may
receive float benefits and/or investment earnings in connection with maintaining
certain accounts required to provide services under this Agreement. The Trust
acknowledges that if Trust pays to PFPC a service fee or fees in connection with
this Agreement, PFPC may pass through all or a portion of such fee or fees to
Clients. The Trust further acknowledges that in some instances, and regardless
of whether it pays PFPC a service fee directly for the Services, PFPC will
receive a service fee indirectly for these Services from its Clients (or their
affiliates) in connection with related recordkeeping, administrative,
sub-accounting services that PFPC provides for the Clients' Wrap Programs.
4. CLIENT TRANSACTIONS AND RESTRICTIONS; SHAREHOLDER INFORMATION (RULE 22C-2).
(a) Agreement to provide Information. PFPC agrees to provide the Trust, upon
written request, the taxpayer identification number ("TIN"), if known, of
any or all Wrap Program Participant(s) of the account and the amount, date,
and the transaction type (purchase, redemption, transfer, or exchange) of
every purchase, redemption, transfer, or exchange of Shares held through an
account maintained by PFPC during the period covered by the request.
(i) Period Covered by Request. Requests must set forth a specific period,
not to exceed six months from the date of the request, for which
transaction information is sought. The Trust may request transaction
information older then six months from the date of the request as it
deems necessary to investigate compliance with policies established by
the Trust for the purpose of eliminating or reducing any dilution of
the value of the outstanding shares issued by the Trust.
(ii) Form and Timing of Response. PFPC agrees to transmit, via encrypted
e-mail, overnight physical mail or data file, the requested
information that is on its books and records to the Trust or its
designee promptly, but in any event not later than seven (7) business
days, after receipt of written request. If the requested information
is not on PFPC's books and records, PFPC agrees to use reasonable
efforts to: (i) promptly obtain and transmit the requested information
via encrypted e-mail, overnight physical mail or data file; (ii)
obtain assurances from
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the accountholder that the requested information will be provided
directly to the Trust promptly; or (iii) if directed by the Trust,
block further purchases of Shares from such accountholder. In such
instance, PFPC agrees to inform the Trust whether it plans to perform
(i), (ii) or (iii). Responses required by this paragraph must be
communicated in writing using the format currently known as the
PR3/Client Data Share format.
(iii) Limitations on Use of Information. The Trust agrees not to use the
information received for marketing or any other similar purpose
without the prior written consent of PFPC.
(b) Agreement to Restrict Trading. PFPC agrees to execute written instructions
from the Trust to restrict or prohibit further purchases or exchanges of
Shares by a Wrap Program Participant that has been identified by the Trust
as having engaged in transactions of the Fund's Shares (directly or
indirectly through PFPC's account) that violate policies established by the
Trust for the purpose of eliminating or reducing any dilution of the value
of the outstanding Shares issued by the Trust.
(i) Form of Instructions. Instructions must include the TIN, if known, and
the specific restriction(s) to be executed. If the TIN is not known,
the instructions must include an equivalent identifying number of the
Wrap Program Participant(s) or account(s) or other agreed upon
information to which the instruction relates.
(ii) Timing of Response. PFPC agrees to execute instructions as soon as
reasonably practicable, but not later than seven (7) business days
after receipt of the written instructions by PFPC.
(iii) Confirmation by PFPC. PFPC must provide written confirmation to the
Trust that instructions have been executed. PFPC agrees to provide
confirmation as soon as reasonably practicable, but not later than ten
(10) business days after the instructions have been executed.
(c) Definitions. For purposes of this Section 4:
(i) The term "Shareholder" means the beneficial owner of Shares, whether
the Shares are held directly or by PFPC in nominee name. With respect
to retirement accounts or Health Savings Accounts ("HSA"), the term
"Shareholder" means the plan or HSA participant notwithstanding that
the plan or HSA may be deemed to be the beneficial owner of Shares.
(ii) The term "written" includes electronic writings and facsimile
transmissions.
5. 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
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public, including, but not limited to, information about product plans,
marketing strategies, finance, 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 Trust 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 Trust 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 so designated as confidential. Information shall
not be subject to such confidentiality obligations if it is: (a) in the public
domain, (b) known to a party prior to the time of disclosure by the other party,
(c) lawfully and rightfully disclosed to a party by a third party on a
non-confidential basis, (d) developed by a party without reference to
Confidential Information, (e) provided by PFPC to an independent third party in
connection with a compliance review by such independent third party, (f) is
necessary or desirable for PFPC to release such information in connection with
the provision of services under this Agreement, or (g) requested or required to
be disclosed by the receiving party pursuant to a court order, subpoena,
governmental or regulatory request or law. The provisions of this Section 5
shall survive the termination of this Agreement.
6. INDEMNIFICATION. The Trust agrees to 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, attorneys' fees and disbursements
and liabilities arising under the Securities Laws and any state and foreign
securities and blue sky laws) arising directly or indirectly from any action or
omission to act which PFPC takes in connection with the provision of services
pursuant to this Agreement. Neither PFPC, nor any of its affiliates, shall be
indemnified against any liability (or any expenses incident to such liability)
arising out of PFPC's or its affiliates' own willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties and obligations under this
Agreement, provided that in the absence of a finding to the contrary the
acceptance, processing and/or negotiation of a fraudulent payment for the
purchase of shares shall be presumed not to have been the result of PFPC's or
its affiliates own willful misfeasance, bad faith, gross negligence or reckless
disregard of such duties and obligations. The provisions of this Section 6 shall
survive the termination of this Agreement.
7. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action hereunder on behalf of the
Trust except as specifically set forth herein or as may be specifically
agreed to by PFPC and the Trust 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 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.
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(b) Without limiting the generality of the foregoing or of any other provision
of this Agreement, (i) PFPC shall not be liable for losses beyond its
control, provided that PFPC has acted in accordance with the standard of
care set forth above; and (ii) PFPC shall not be under any duty or
obligation to inquire into and shall not be liable for: (A) the validity or
invalidity or authority or lack thereof of any Oral Instruction (as defined
below) or Written Instruction (as defined below), notice or other
instrument that conforms to the applicable requirements of this Agreement,
and which PFPC reasonably believes to be genuine; or (B) delays or errors
or loss of data occurring by reason of circumstances beyond PFPC's control
including, without limitation, acts of civil or military authority,
national emergencies, terrorist acts, labor difficulties, fire, flood,
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary, neither party
to this Agreement nor its affiliates shall be liable for any consequential
damages.
(d) No party may assert a cause of action against PFPC or any of its affiliates
under this Agreement that allegedly occurred more than twelve (12) months
immediately prior to the filing of the suit alleging such cause of action.
(e) Each party shall have a duty to take reasonable measures to mitigate
damages for which the other party may become responsible.
(f) "Oral Instructions" mean oral instructions received by PFPC from an
Authorized Person (as defined below) 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.
"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. Written Instructions may be delivered by hand, mail,
tested telegram, cable, telex or facsimile sending device. "Authorized
Person" means any officer of the Trust and any other person duly authorized
by the Trust's Board of Directors or trustees to give Oral Instructions and
Written Instructions on behalf of the Trust. An Authorized Person's scope
of authority may be limited by setting forth such limitation in a written
document signed by both parties hereto.
(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 Trust or for any failure to discover any such
error or omission.
8. DURATION AND TERMINATION. This Agreement shall continue until terminated by
the Trust or by PFPC on sixty (60) days' prior written notice to the other
party.
9. NOTICES. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notices shall be
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addressed (a) if to PFPC, at PFPC Inc. as agent for PFPC Trust Company, Attn:
Wrap Processing/Corporate Actions, Mail Stop: F4-F760-1A-8, 000 Xxxxx Xxxx, Xxxx
xx Xxxxxxx, XX 00000; (b) if to the Trust, at 000 X XxXxxxx, 00xx Xxxxx,
Xxxxxxx, XX 00000, Attention: President; (c) if to Distributor, at 000 Xxxxx
Xxxx, Xxxx xx Xxxxxxx, XX 00000, Attention Xxxxx XxXxxxxxx; or (d) 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.
10. AMENDMENTS. This Agreement, or any term thereof, may be changed or waived
only by a written amendment, signed by both parties.
11. DELEGATION; ASSIGNMENT. PFPC may assign this Agreement to any majority-owned
direct or indirect subsidiary of PFPC or The PNC Financial Services Group, Inc.,
provided that PFPC gives the Trust thirty (30) days' prior written notice of
such assignment or delegation. Notwithstanding the foregoing, the Trust
understands and agrees that PFPC may assign its rights and delegate its duties
under this Agreement to certain of its subsidiaries without providing prior
notice to the Trust.
12. 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.
13. FURTHER ACTIONS. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
14. MISCELLANEOUS.
(a) Entire Agreement. 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 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 shall be deemed to be a contract made in
Delaware and governed by Delaware law, without regard to principles of
conflicts of law.
(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.
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(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) No Representations or Warranties. Except as expressly provided in this
Agreement, PFPC hereby disclaims all representations and warranties,
express or implied, made to the Trust 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. PFPC disclaims any warranty of title or non-infringement except
as otherwise set forth in this Agreement.
(g) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by such
party.
(h) Non-Solicitation. During the term of this Agreement and for one year
thereafter, Trust shall not (with the exceptions noted in the immediately
succeeding sentence) knowingly solicit or recruit for employment or hire
any of PFPC's employees, and Trust shall cause Trust's sponsor and Trust's
affiliates to not (with the exceptions noted in the immediately succeeding
sentence) knowingly solicit or recruit for employment or hire any of PFPC's
employees. To "knowingly" solicit, recruit or hire within the meaning of
this provision does not include, and therefore does not prohibit,
solicitation, recruitment or hiring of a PFPC employee by Trust, Trust's
sponsor or an affiliate of Trust if the PFPC employee was identified by
such entity solely as a result of the PFPC employee's response to a general
advertisement by such entity in a publication of trade or industry interest
or other similar general solicitation by such entity.
(i) Customer Identification Program Notice. 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 Trust'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. As part of its
AML program, PFPC performs CIP on all prospective fund clients prior to
entering into service agreements with each client
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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. as agent for
PFPC TRUST COMPANY Aston Funds f/k/a ABN AMRO Funds
By: By
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Name: Xxxxx X. Xxxx Name: Xxxxxx Xxxxxxxxxx
Title: Vice President Title: C.O.O.
PFPC DISTRIBUTORS INC.
By:
---------------------------------
Name:
-------------------------------
Title:
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EXHIBIT 1
LIST OF FUNDS
ASTON/XXXXXXXX MUNICIPAL BOND FUND CLASS N
ASTON/TCH FIXED INCOME FUND CLASS N (Formerly known as ABN AMRO BOND CLASS N)
ASTON/TCH INVESTMENT GRADE BOND FUND CLASS N
ASTONABN AMRO HIGH YIELD BOND FUND CLASS N
ASTON/MONTAG AND XXXXXXXX BALANCED FUND CLASS N
ASTON/ABN AMRO BALANCED FUND CLASS N
ASTON/OPTIMUM MID CAP FUND CLASS N
ASTON/ABN AMRO GROWTH FUND CLASS N
ASTON/MONTAG AND XXXXXXXX GROWTH FUND CLASS N
ASTON/VEREDUS AGGRESSIVE GROWTH FUND CLASS N
ASTON/VEREDUS SCI TECH FUND CLASS N
ASTON/TAMRO SMALL CAP FUND CLASS N
ASTON/TAMRO LARGE CAP VALUE FUND CLASS N
ASTON VALUE FUND CLASS N
ASTON/ABN AMRO REAL ESTATE FUND CLASS N
ASTON/VEREDUS SELECT GROWTH FUND CLASS N
ASTON/RIVER ROAD SMALL CAP VALUE FUND CLASS N (Closed to new investors effective
January 2007)
ASTON/RIVER ROAD DYNAMIC EQUITY INCOME FUND CLASS N
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SCHEDULE A
SERVICES
1. PFPC will transmit to the Trust's designee purchase, redemption and
related instructions and facilitate money settlement with respect to the Omnibus
Accounts, which shall be registered as "PFPC F/B/O Client Wrap Programs and
their Customers" or "PFPC F/B/O Client Wrap Programs", or such other similar
designations as is appropriate. Such activities shall be performed as set forth
in the attached Exhibit 1 of Schedule A.
2. PFPC will facilitate payment to Wrap Program Participants of the
proceeds of redemptions, dividends and other distributions.
3. PFPC will mail, or coordinate with a third party print mail provider to
provide that third party print mail provider with such information as is
reasonably necessary for it to mail, to Wrap Program Participants, among other
things: (a) periodic account statements, (b) 1099R documentation, (c) proxies,
prospectus supplements, annual reports of the Funds, all as are provided by the
Trust.
4. PFPC will reconcile share positions for each Wrap Program and upon
request provide certification to the Trust with respect thereto. In connection
therewith, the Trust's designee shall provide to PFPC daily confirmation of all
trade activity and share positions for the Omnibus Account.
5. PFPC will maintain records for each Wrap Program Participant which shall
reflect shares purchased and redeemed, as well as account and share balances.
6. PFPC will act as service agent in connection with dividend and
distribution functions; shareholder account and administrative agent functions
in connection with the issuance, transfer, and redemption or repurchase of Fund
shares. PFPC shall create and maintain all records required of it pursuant to
its duties hereunder and as set forth herein pursuant to applicable laws, rules
and regulations, including records required by Section 31(a) of the 1940 Act.
Where applicable, such records shall be maintained for the periods and in the
places required by Rule 31a-2 under the 1940 Act.
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EXHIBIT 1 OF SCHEDULE A
On each day the New York Stock Exchange (the "Exchange") is open for business
(each, a "Business Day"), PFPC or its agents may receive transaction
instructions with respect to the Wrap Programs and/or Wrap Program Participants
for the purchase or redemption of shares of the Funds ("Trade Instructions").
Trade Instructions received in good order and accepted by PFPC or its agents
prior to the close of regular trading on the Exchange (the "Close of Trading")
on any given Business Day and transmitted to the Trust's designee (i) by 11:59
p.m. Eastern Time if automated, and (ii) 6:00 p.m. Eastern Time if manual on
such Business Day will be executed by the Trust's designee at the net asset
value determined as of the Close of Trading on such Business Day. Any Trade
Instructions received by PFPC, or its agents, on such day but after the Close of
Trading will be executed by the Trust's designee at the net asset value
determined as of the Close of Trading on the next Business Day following the day
of receipt of such Trade Instructions. The day on which a Trade Instruction is
executed by the Trust's designee pursuant to the provisions set forth above is
referred to herein as the "Effective Trade Date."
Upon the timely receipt from PFPC of the Trade Instructions described in above
paragraph, the Trust's designee will execute the purchase or redemption
transactions (as the case may be) with respect to each Wrap Program at the net
asset value computed as at the Close of Trading on the Effective Trade Date.
Such purchase and redemption transactions will settle on the Business Day next
following the Effective Trade Date. Payments for net purchase and net redemption
orders shall be made though the NSCC's settlement process or by wire transfer by
PFPC (for net purchases) or by the Trust's designee (for net redemptions) to the
account designated by the appropriate receiving party on the Business Day
following the Effective Trade Date. On any Business Day when the Federal Reserve
Wire Transfer System is closed, all communication and processing rules will be
suspended for the settlement of Trade Instructions. Trade Instructions will be
settled on the next Business Day on which the Federal Reserve Wire Transfer
System is open and the Effective Trade Date will apply.
In the event that PFPC is in receipt of Trade Instructions in good order and is
unable to transmit the Trade Instructions to the Trust's designee by the above
referenced deadlines, the Trust's designee will accept the trades after such
deadlines and before 8:30 a.m. Eastern Time on the day following the Effective
Trade Date. PFPC will furnish the Trust's designee with an estimate of the net
purchase or net redemption activity no later than 8:30 a.m. Eastern Time on the
day following the Effective Trade Date. Payments for purchases and redemptions
shall be made by wire transfer on the day following the Effective Trade Date.
In connection with certain Trade Instructions that involve rebalancing
transactions (e.g., where redemptions are being made from a fund(s) and
purchases are being made into one or more of the Fund's portfolios), PFPC will
provide to the Trust's designee a good faith estimate of the resulting fund
purchase(s) (based on the prior day's net asset value of the relevant mutual
fund(s)) to the Trust's designee by 8:30 a.m. Eastern time on the Effective
Trade Date. The Trust's designee will accept such trades provided that PFPC
provides to the Trust's designee Trade Instructions that reflect the actual
purchase amount that resulted from the corresponding fund redemptions by 8:30
a.m. Eastern time on the day following the Effective Trade Date.
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SCHEDULE B
FEES
The Trust shall authorize Distributor to pay PFPC an annualized shareholder
services fee of 25 basis points based on the total assets held in each Omnibus
Account attributable to Shares maintained with Funds that is open during any
quarterly period. These fees shall be paid to PFPC quarterly (within 30 calendar
days after quarter-end) in arrears on a prorated basis of 1/4 of the annualized
fee. The shareholder services fee is payable in accordance with the service fees
permitted by the Distribution Plan adopted by the Trust in accordance with Rule
12b-1 of the 1940 Act.,
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