Investment Advisory Agreement For Subadviser Harbor Long-Term Growers ETF
February 2, 2022
Xxxxxxxx Associates LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Investment Advisory Agreement For Subadviser
Harbor Long-Term Growers ETF
Dear Sir or Madam:
Harbor Capital Advisors, Inc. (the “Adviser”), a Delaware corporation, with its principal offices at 000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, is the investment adviser to Harbor ETF Trust (the “Trust”) on behalf of Harbor Long-Term Growers ETF (the “Fund”). The Trust has been organized under the laws of the State of Delaware to engage in the business of an investment company. The shares of beneficial interest of the Trust (“Shares”) are divided into multiple series including the Fund, as established pursuant to a written instrument executed by the Trustees of the Trust (the “Board” or the “Trustees”). The Trust is an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Pursuant to authority granted the Adviser by the Trust’s Trustees, the Adviser has selected Xxxxxxxx Associates LLC (“you”, “your” or “yourself”) to act as the sole sub-investment adviser of the Fund and to provide certain other services, as more fully set forth below. You are willing to act as such a sub-investment adviser and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Adviser and the Trust on behalf of the Fund agree with you as follows:
| 1. | Delivery of Fund Documents. The Adviser has furnished you with copies, properly certified or authenticated, of each of the following: |
| (a) | Agreement and Declaration of Trust of the Trust, as in effect on the date hereof (the “Declaration of Trust”). |
| (b) | By-Laws of the Trust as in effect on the date hereof (the “By-Laws”). |
| (c) | Resolutions of the Trustees selecting the Adviser as investment adviser and you as a sub-investment adviser and approving the form of this Agreement. |
The Adviser will furnish you from time to time with copies of all material amendments of or supplements to the foregoing.
XXXXXXXX ASSOCIATES LLC
HARBOR LONG-TERM GROWERS ETF
FEBRUARY 2, 2022
| 2. | Advisory Services. You will regularly provide the Fund with advice concerning the investment management of the Fund’s assets, which advice shall be consistent with the investment objectives and policies of the Fund as set forth in the Fund’s Prospectus and Statement of Additional Information, as amended or supplemented, and any investment guidelines or other instructions received in writing from the Adviser. You will determine what securities and financial instruments shall be purchased for the Fund, what securities and financial instruments shall be held or sold by the Fund, and what portion of such assets shall be held uninvested, subject always to the provisions of the Trust’s Declaration of Trust and By-Laws and the Investment Company Act, and to the investment objectives, policies and restrictions (including, without limitation, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) for qualification as a regulated investment company) of the Fund, as each of the same shall be from time to time in effect as set forth in the Fund’s Prospectus and Statement of Additional Information, or any investment guidelines or other instructions received in writing from the Adviser, and subject, further, to such policies and instructions as the Board of Trustees may from time to time establish and deliver to you. In accordance with paragraph 5, you or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities and financial instruments with brokers or dealers selected by you for the Fund. |
The Adviser shall provide you with written statements of the Declaration of Trust; the By-Laws; the Fund’s investment objectives and policies and procedures; the Prospectus and Statement of Additional Information and instructions, as in effect from time to time; and you shall have no responsibility for actions taken in reliance on any such documents. You will conform your conduct to, and will ensure that your management of the Fund complies with, the Investment Company Act and Investment Advisers Act of 1940, as amended (the “Advisers Act”) and all rules and regulations thereunder, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Code, all other applicable federal and state laws and regulations, and with the provisions of the Fund’s Registration Statement as amended or supplemented under the Securities Act of 1933, as amended, and the Investment Company Act.
The Board has delegated to you discretionary authority to exercise voting rights with respect to all proxies solicited by or with respect to the issuers of securities and other investments of the Fund. You shall be responsible for the administration of the proxy voting process and exercise these voting rights or refrain from voting in accordance with your then-current proxy voting policy, procedures and/or guidelines, as provided to us from time to time and based on the best interests of the Fund’s shareholders. You are authorized to instruct the Fund’s custodian as necessary in order for you to receive proxies and shareholder communications relating to securities held in the Fund. You will maintain appropriate records detailing your voting of proxies on behalf of the Fund and, upon the Adviser’s reasonable request, will provide a report setting forth the names of the issuers, proposals voted on, how the Fund’s shares were voted and your resolution of any conflicts of interest.
You shall maintain written compliance policies and procedures that you reasonably believe are adequate to ensure the Fund’s compliance with the foregoing and that are reasonably designed to prevent yourself and the Fund from violating applicable federal securities laws. You agree to provide the Trust and the Adviser with such reports and certifications and with such access
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XXXXXXXX ASSOCIATES LLC
HARBOR LONG-TERM GROWERS ETF
FEBRUARY 2, 2022
to your officers and employees that the Trust or Adviser may reasonably request for the purpose of assessing the adequacy of your compliance policies and procedures. You agree to notify the Adviser promptly upon detection of any material breach of any of the Fund’s policies, guidelines or procedures and of any violation of any applicable law or regulation, including the Investment Company Act and Subchapter M of the Code, relating to your management of the Fund. You also agree to notify us promptly upon detection of any material violations of your compliance policies and procedures that relate to the Fund or your activities as an investment adviser generally, such as when the violation could be considered material to your advisory clients.
In the performance of your duties hereunder, you are and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the Trust or the Fund or of the Adviser. You will make your officers and employees available to meet with the Trust’s officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in light of current and prospective economic and market conditions.
Nothing in this Agreement shall limit or restrict the right of any of your directors, officers and employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict your right to engage in any other business or to render service of any kind to any other corporation, firm, individual or association.
| 3. | Allocation of Charges and Expenses. You will bear your own costs of providing services hereunder. You will not be required to pay any expenses of the Fund. |
| 4. | Compensation of the Subadviser. For all investment management services to be rendered hereunder, the Adviser will pay to you a fee, as set forth in Schedule A attached hereto, quarterly in arrears, based on a percentage of the average daily net assets (as defined below) of the Fund. “Average daily net assets” means the average of the values placed on the net assets of the Fund on each day on which the net asset value of the Fund’s portfolio is determined. The net assets of the Fund are valued in the manner specified in the Fund’s Prospectus and Statement of Additional Information by the Fund’s custodian. If determination of the value of net assets is suspended for any particular business day, then for the purposes of this paragraph 4, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets. If the Fund’s custodian determines the value of the net assets of the Fund’s portfolio more than once on any day, the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this paragraph 4. |
| 5. | Avoidance of Inconsistent Position and Brokerage. In connection with purchases or sales of portfolio securities and financial instruments for the account of the Fund , neither you nor any of your directors, officers or employees will act as a principal or agent or receive any compensation in connection with the purchase or sale of investment securities and financial instruments by the Fund, other than the compensation provided for in this Agreement, except as permitted by the Investment Company Act and approved by the Board. You or your agent |
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XXXXXXXX ASSOCIATES LLC
HARBOR LONG-TERM GROWERS ETF
FEBRUARY 2, 2022
| shall arrange for the placing of all orders for the purchase and sale of portfolio securities and financial instruments for the Fund’s account with brokers or dealers selected by you. In the selection of such brokers or dealers and the placing of such orders, you are directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood that it is desirable for the Fund that you have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, you are authorized, consistent with the provisions of Section 28(e) of the Securities Exchange Act of 1934, to place orders for the purchase and sale of securities and financial instruments for the Fund with such certain brokers if you determine, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or your overall responsibilities with respect to the Fund, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to you in connection with your services to other clients. If any occasion should arise in which you give any advice to clients of yours concerning the Shares of the Fund, you will act solely as investment counsel for such clients and not in any way on behalf of the Fund. |
You will advise the Trust’s custodian and the Adviser on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer and such other information as may be reasonably required. From time to time as the Board or the Adviser may reasonably request, you will furnish to the Trust’s officers and to each of its Trustees reports on portfolio transactions and reports on issues of securities held in the portfolio, all in such detail as the Trust or the Adviser may reasonably request.
On occasions when you deem the purchase or sale of a security or other financial instrument to be in the best interest of the Fund as well as other of your clients, you, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other financial instruments to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or other financial instruments so purchased or sold, as well as the expenses incurred in the transaction, shall be made by you in the manner you consider to be the most equitable and consistent with your fiduciary obligations to the Fund and to such other clients.
To the extent you engage in block trades in futures and other derivatives, you agree to fulfill any relating notification requirements with respect to the Fund under applicable requirements of the Commodity Futures Trading Commission (CFTC).
| 6. | Limitation of Liability of Subadviser. You will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from reckless disregard by you of your obligations and duties under this Agreement. |
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XXXXXXXX ASSOCIATES LLC
HARBOR LONG-TERM GROWERS ETF
FEBRUARY 2, 2022
The Adviser shall indemnify you for any damages and related expenses incurred by you as a result of the performance of your duties hereunder, unless the same shall result from behavior found by a final judicial determination to constitute willful misfeasance, bad faith, gross negligence or a reckless disregard of your obligations, as specified above.
You shall keep the Fund’s books and records to be maintained by you and shall timely furnish to the Adviser all information relating to your services hereunder needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the Investment Company Act. You agree that all records which you maintain for the Fund are the property of the Fund and you shall surrender promptly and without any charge to the Fund any of such records required to be maintained by you.
| 7. | Representations and Warranties. |
| (a) | You represent and warrant that: |
| 1. | You are an investment adviser registered under the Investment Advisers Act; |
| 2. | You are or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (“CFTC”) and the National Futures Association (NFA), or are not required to register pursuant to an applicable exemption; |
| 3. | You are a limited liability company duly organized and properly registered and operating under the laws of the State of Delaware with the power to own and possess its assets, perform your obligations under this Agreement, and to carry on your business as it is now being, and to be, conducted; |
| 4. | The execution, delivery and performance of this Agreement are within your powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on your part for the execution, delivery and performance of this Agreement, and your execution, delivery and performance of this Agreement does not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) your governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon you; |
| 5. | At all times during the term of this Agreement, you will maintain insurance coverage in such amounts considered commercially reasonable and appropriate under current industry practice for an investment adviser of your size and business model, as disclosed by you to the Adviser from time to time, and will promptly provide the Adviser with notification of any materially adverse changes to or cancellation of such coverage; and |
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XXXXXXXX ASSOCIATES LLC
HARBOR LONG-TERM GROWERS ETF
FEBRUARY 2, 2022
| 6. | You will promptly notify the Adviser and the Trust if you suffer a material adverse change in your business that would materially impair your ability to perform your relevant duties for the Fund. |
| (b) | The Adviser represents and warrants that: |
| 1. | The Adviser is an investment adviser registered under the Investment Advisers Act; |
| 2. | The Adviser is a Delaware corporation duly organized under the laws of the State of Delaware and in good standing with the power to own and possess its assets, perform the Adviser’s obligations under this Agreement, and to carry on the Adviser’s business as it is being conducted; |
| 3. | The execution, delivery and performance of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the Adviser’s part for the execution, delivery and performance of this Agreement, and the Adviser’s execution, delivery and performance of this Agreement does not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; and |
| 4. | The Adviser has been duly authorized by the Board to delegate to you the provision of investment services as contemplated hereby |
| 8. | Duration and Termination of this Agreement. This Agreement shall remain in force until February 2, 2024 and from year to year thereafter, but only so long as such continuance, and the continuance of the Adviser as investment adviser of the Fund, is specifically approved at least annually in the manner prescribed in the Investment Company Act and the rules and regulations thereunder, subject however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. This Agreement may, on 60 days written notice, be terminated at any time without the payment of any penalty, by the Board of Trustees, by vote of a majority of the outstanding voting securities of the Fund, by the Adviser, or by you. This Agreement shall automatically terminate in the event of its assignment or the assignment of the investment advisory agreement between the Adviser and the Trust, on behalf of the Fund. In interpreting the provisions of this Agreement, the definitions contained in Section 2(a) of the Investment Company Act (particularly the definitions of “interested person”, “assignment” and “majority of the outstanding voting securities”), as from time to time amended, shall be applied, subject however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. The provisions of paragraphs 6, 10 and 13 shall survive the termination of this Agreement. |
| 9. | Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party |
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XXXXXXXX ASSOCIATES LLC
HARBOR LONG-TERM GROWERS ETF
FEBRUARY 2, 2022
| against whom enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement shall be effective until approved by the Board of Trustees, including a majority of the Trustees who are not interested persons of the Adviser or you or of the Trust. |
It shall be your responsibility to furnish to the Board of Trustees such information as may reasonably be necessary in order for the Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to paragraphs 8 or 9 hereof.
| 10. | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to conflict of law principles and the Investment Company Act. To the extent that the applicable laws of the State of Illinois conflict with the applicable provisions of the Investment Company Act, the latter shall control. |
| 11. | Miscellaneous. It is understood and expressly stipulated that neither the holders of Shares of the Trust or the Fund nor the Trustees shall be personally liable hereunder. The name “Harbor ETF Trust” is the designation of the Trustees for the time being under the Declaration of Trust and all persons dealing with the Trust or the Fund must look solely to the property of the Trust or the Fund for the enforcement of any claims against the Trust or the Fund as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Trust or the Fund. No series of the Trust shall be liable for any claims against any other series or assets of the Trust. |
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. This Agreement may be executed simultaneously 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.
| 12. | Prohibition on Consulting with other Subadvisers. You are not permitted to consult with any other subadviser to the Trust with respect to transactions by any Fund in securities or other assets. |
| 13. | Confidentiality. You shall maintain all non-public information regarding the Fund’s portfolio, including the list of portfolio securities held by the Fund, which you receive or have access to in the course of performing your duties hereunder as strictly confidential; provided, however, that you may disclose information (i) to your affiliates provided you reasonably believe such affiliates will similarly maintain the confidentiality of that information, (ii) to the Fund’s custodian with respect to the Fund’s portfolio; (iii) to brokers and dealers that are counterparties for trades for the Fund’s portfolio; (iv) to third party service providers subject to confidentiality agreements; (v) as required by law, court order or other regulating authority; (vi) as requested by regulatory or governmental authorities or auditors; and (vii) as otherwise agreed to in writing by the Adviser. Information that (a) was or becomes generally available to the public, other than as a result of disclosure by the other party; (b) was or becomes available to the other party on a non-confidential basis from a source other than the party, which source is not known to be bound by any obligations of confidentiality; or (c) is independently developed by the other party without reference to or reliance on information or |
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XXXXXXXX ASSOCIATES LLC
HARBOR LONG-TERM GROWERS ETF
FEBRUARY 2, 2022
| advice furnished pursuant to this Agreement, will not be considered confidential for purposes of this paragraph. You shall not use your knowledge of non-public information regarding the Fund’s portfolio as a basis to place or recommend any securities transactions for your own benefit to the detriment of the Fund. |
| 14. | Use of Names. Neither party shall use the name, trademark or trade name of the other party or any of its affiliates or refer to the existence of this Agreement in any advertising, promotional or other material, whether in written, electronic or other form, distributed to any unaffiliated third party without obtaining specific prior written approval of the non-disclosing party. |
Notwithstanding the foregoing, you agree that for so long as the Fund remains in existence and you serve as subadviser to the Fund, the Adviser shall have a non-exclusive, non-transferable, royalty-free license to reproduce, distribute, publicly display or otherwise use your name, including any short form thereof, logo or other identifying xxxx, and trade name (collectively, the “Licensed IP”) on its website and in advertising, promotional and marketing materials for the Harbor funds (collectively, “Materials”), subject to the terms of this paragraph 14.
The Adviser will be permitted to use the Licensed IP in any Materials solely for the purpose of identifying you as the subadviser to the Fund or including you in a listing of entities that serve as subadvisers to the series of Harbor funds, without your prior approval. With respect to all other Materials, the Adviser’s use of the Licensed IP will be subject to your prior review and approval of a sample of such Materials, and you agree to use reasonable efforts to review such samples of Materials within five business days of their receipt. Following your review and approval of a sample of any Materials containing the Licensed IP, the Adviser will thereafter be permitted to modify such Materials (and use such modified Materials), without your approval, including, without limitation, in order to update statistical data or identifying information regarding any new or existing series or subadviser of Harbor funds, provided that the modifications do not materially change the character or substance of the Materials. Notwithstanding anything to the contrary herein, the Adviser agrees that it will provide copies of any Materials containing the Licensed IP for review by you, from time to time, upon your reasonable request.
The Adviser agrees that it will not edit, excerpt or modify the Licensed IP in any way. The Adviser acknowledges that it will acquire no right, title or interest to the Licensed IP or any of the goodwill associated therewith. The Adviser further agrees that it will be responsible for ensuring that all Materials containing the Licensed IP which are used to market the Fund to current and prospective investors will comply with applicable laws, rules and regulations.
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XXXXXXXX ASSOCIATES LLC
HARBOR LONG-TERM GROWERS ETF
FEBRUARY 2, 2022
If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return one such counterpart to the Fund and the other such counterpart to the Adviser, whereupon this letter shall become a binding contract.
| HARBOR ETF | ||||||
| TRUST ON BEHALF OF | ||||||
| HARBOR LONG-TERM GROWERS ETF | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||||
| Xxxxxxx X. XxXxxx, President | ||||||
| HARBOR | ||||||
| CAPITAL ADVISORS, INC. | ||||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||
| Xxxxxxx Xxxxxx, President | ||||||
The foregoing Agreement is hereby accepted as of the date thereof.
| XXXXXXXX ASSOCIATES LLC | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx | |
| Title: | Executive Vice President and Chief Operating Officer | |
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XXXXXXXX ASSOCIATES LLC
HARBOR LONG-TERM GROWERS ETF
FEBRUARY 2, 2022
SCHEDULE A
You will receive an advisory fee based on the Fund’s average daily net asset value, which is equal on an annual basis to:
52 Basis Points on the first $50 million
28 Basis Points on the next $50 million
25 Basis Points on the next $300 million
22 Basis Points on the next $8.6 billion
21 Basis Points thereafter
However, in the event that the following fee schedule as set forth below would result in a lower total advisory fee (based on the Fund’s average daily net asset value) for any quarterly period, the fee due to you shall be calculated in accordance with the following fee schedule for that quarterly period:
75 Basis Points on the first $10 million
50 Basis Points on the next $30 million
35 Basis Points on the next $25 million
25 Basis Points on the next $335 million
22 Basis Points on the next $600 million
20 Basis Points on assets over $1 billion
25 Basis Points on assets in excess of $5 billion
In the event that this Agreement commences or terminates during any portion of a year, the fee due to you shall be prorated based upon the number of days the Agreement was in effect.
Notwithstanding anything to the contrary in this Schedule A, you will offer to the Adviser any more favorable asset-based effective fee rates that are provided to your other registered investment company clients (multiple relationships or single client) for investment strategies substantially similar to that utilized by the Fund, excluding (i) clients with fees that are structured to include a performance-based fee, and (ii) registered investment company clients sponsored by your affiliates (defined as entities controlling you, controlled by you or under common control with you) that serve as funding vehicles for variable annuity products for which you serve as adviser or subadviser; provided the fee arrangements for such clients do not permit the aggregation of assets for different mandates for the same client for purposes of computing the effective fee rates for those clients. Determinations as to whether this paragraph shall apply to particular client arrangements shall be made in good faith. Such offer shall be made as soon as practicable after a more favorable asset based effective fee rate is provided for any of the above-specified clients. Should such more favorable fee arrangements be offered to the above-specified clients, the Adviser will be notified within 30 business days after such new fee arrangements are established. For the avoidance of doubt, the Long-Term Growers strategy pursued by the Fund shall not be deemed to be substantially similar to any investment strategy provided by you to Harbor or any other of your registered investment company clients as of the date of this Agreement.
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XXXXXXXX ASSOCIATES LLC
HARBOR LONG-TERM GROWERS ETF
FEBRUARY 2, 2022
For purposes of calculating the fee payable hereunder, the assets invested by you in the large cap growth portfolio of the Harbor Capital Group Trust for Defined Benefit Plans (the “Trust LCG Portfolio”), the Harbor Capital Appreciation Fund (the “Mutual Fund”), the Harbor Capital Appreciation CIT (the “CIT”), and the Fund shall be aggregated. The total fee for the Fund shall be calculated by applying the above fee schedules to the Average Quarterly Combined Assets (as defined below) in order to determine an effective fee rate. This fee rate will be applied to the assets in the Fund’s portfolio. Fees are billed at the end of each calendar quarter, shall be paid quarterly in arrears, net 30 days following receipt of each quarterly invoice.
Average Quarterly Combined Assets shall mean the sum of (i) the average of the month end market values for each month within the calendar quarter (for which the advisory fee is being calculated) and for the month ended immediately prior to the calendar quarter (for which the advisory fee is being calculated) of the Trust LCG Portfolio and (ii) the average daily net assets of each of (a) the Mutual Fund, (b) the CIT and (c) the Fund t for the same time period, each as calculated by the custodian for such portfolio.
If you commence rendering services other than at the beginning of a calendar quarter, the first quarterly fee shall be prorated for the portion of such calendar quarter during which this Agreement was in force. If you terminate rendering services other than at the end of a quarter, your fee for such quarter shall be prorated based on the portion of the quarter in which you rendered services.
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