ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
EX
-
99(h)(i)
THIS
AGREEMENT
is made
as of this 19th day of October, 2007, by and between The Westport Funds, a
Delaware statutory trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin
corporation (the “Administrator”).
WHEREAS,
the
Trust is an open-end investment company registered under the Investment Company
Act of 1940, as amended (the “1940 Act”), and is authorized to issue shares of
beneficial interests (the “Shares”) in separate series with each such series
representing interests in a separate portfolio of securities and other assets;
and
WHEREAS,
the
Trust and the Administrator desire to enter into an agreement pursuant to which
the Administrator shall provide administration and fund accounting services
to
such investment portfolios of the Trust as are listed on Schedule A hereto
and
any additional investment portfolios the Trust and Administrator may agree
upon
and include on Schedule A as such Schedule may be amended from time to time
(such investment portfolios and any additional investment portfolios are
individually referred to as a “Fund” and collectively the “Funds”).
NOW,
THEREFORE,
in
consideration of the mutual promises and agreements herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto, intending to be legally bound, do hereby agree as
follows:
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1.
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Appointment
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The
Trust
hereby appoints the Administrator as administrator and fund accountant of the
Funds for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
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2.
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Services
as Administrator
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(a) Subject
to the direction and control of the Trust’s Board of Trustees and utilizing
information provided by the Trust and its current and prior agents and service
providers, the Administrator will provide the services listed on Schedule B
hereto. The duties of the Administrator shall be confined to those expressly
set
forth therein, and no implied duties are assumed by or may be asserted against
the Administrator hereunder.
(b) The
Trustees of the Trust shall use their best efforts to cause the officers,
trustees, investment adviser(s) and sub-advisers, legal counsel, independent
accountants, transfer agent, custodian and other service providers and agents,
past or present, for the Funds to cooperate with the Administrator and to
provide the Administrator with such information, documents and advice relating
to the Funds and the Trust as reasonably necessary and/or appropriate or as
requested by the Administrator, in order to enable the Administrator to perform
its duties hereunder. In connection with its duties hereunder, the Administrator
shall (without investigation or verification) be entitled and is hereby
instructed to, rely upon any and all instructions, advice, information or
documents provided to the Administrator by an officer or representative of
the
Funds or by any of the aforementioned persons. The Administrator shall be
entitled to rely on any document that it reasonably believes to be genuine
and
to have been signed or presented by the proper party. Fees
charged by such persons shall be an expense of the Trust. The
Administrator shall not be held to have notice of any change of authority of
any
officer, agent, representative or employee of the Trust, investment adviser(s)
or service provider until receipt of written notice thereof from the Trust.
As
used in this Agreement, the term “investment adviser” includes all sub-advisers
or persons performing similar services.
1
(c) To
the
extent required by Rule 31a-3 under the 1940 Act, the Administrator hereby
agrees that all records which it maintains for the Trust pursuant to its duties
hereunder are the property of the Trust and further agrees to surrender promptly
to the Trust any of such records upon the Trust’s request. Subject to the terms
of Section 6, and where applicable, the Administrator further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act the records
described in Schedule B which are maintained by the Administrator for the
Trust.
(d) It
is
understood that in determining security valuations, the Administrator employs
one or more pricing services, as directed by the Trust, to determine valuations
of portfolio securities for purposes of calculating net asset values of the
Trust. The Trust shall identify to the Administrator the pricing service(s)
to
be utilized on behalf of the Trust. The
Administrator shall price the securities and other holdings of the Trust
for
which market quotations or prices are available by the use of such services.
For
those
securities where prices are not provided by the pricing service(s) utilized
by
the
Administrator,
the
Trust shall approve, in good faith, the method for determining the fair value
of
the securities. The Trust’s investment adviser shall determine or obtain the
valuation of the securities in accordance with those procedures and shall
deliver to the
Administrator
the
resulting prices for use in its calculation of net asset values. The
Administrator
is
authorized to rely on the prices provided by such service(s) or by the Trust’s
investment adviser(s) or other authorized representative of the Trust without
investigation or verification.
(e) The
Trust’s Board of Trustees and the Funds’ investment adviser(s) have and retain
primary responsibility for all compliance matters relating to the Funds
including but not limited to compliance with the 1940 Act, the Internal Revenue
Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act
of
2002 and the policies and limitations of each Fund relating to the portfolio
investments as set forth in the prospectus and statement of additional
information. The Administrator’s monitoring and other functions hereunder shall
not relieve the Board and the investment adviser(s) of their primary day-to-day
responsibility for assuring such compliance.
(f) The
Trust
hereby certifies that each Fund is lawfully eligible for sale in each
jurisdiction indicated for such Fund on the list furnished to the Administrator
as of the date of this Agreement.
(g)
The
Administrator shall maintain a disaster recovery and business continuity plan
and adequate and reliable computer systems and other equipment necessary and
appropriate to carry out its obligations under this Agreement. Upon the Trust’s
reasonable request, the Administrator shall provide supplemental information
concerning the aspects of its disaster recovery and business continuity plan
that are relevant to the services provided hereunder.
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3.
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Fees;
Delegation; Expenses
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(a) In
consideration of the services rendered pursuant to this Agreement, the Trust
will pay the Administrator a fee, computed daily and payable monthly based
on
monthly net assets, plus out-of-pocket expenses, each as provided in Schedule
C
hereto. Fees shall be earned and paid monthly in an amount equal to at least
1/12th
of the
applicable annual fee. Fees shall be adjusted in accordance with Schedule C
or
as otherwise agreed to by the parties from time to time. The
parties may amend this Agreement to include fees for any additional services
requested by the Trust, enhancements to current services, or to add Funds for
which the Administrator has been retained, at the rate the parties may negotiate
at that time.
(b) For
the
purpose of determining fees payable to the Administrator, net asset value shall
be computed in accordance with the Trust’s prospectuses and resolutions of the
Trust's Board of Trustees. The fee for the period from the day of the month
this
Agreement is entered into until the end of that month shall be pro-rated
according to the proportion that such period bears to the full monthly period.
Upon any termination of this Agreement before the end of any month, the fee
for
such part of a month shall be pro-rated according to the proportion which such
period bears to the full monthly period and shall be payable upon the date
of
termination of this Agreement. Should the Trust be liquidated, merged with
or
acquired by another fund or investment company, any accrued fees shall be
immediately payable.
(c) The
Administrator will bear all expenses incurred by it in connection with the
performance of its services under Section 2, except as otherwise provided
herein. The Administrator shall not be required to pay or finance any costs
and
expenses incurred in the operation of the Funds, including, but not limited
to:
taxes; interest; brokerage fees and commissions; salaries, fees and expenses
of
officers and Trustees; Securities
and Exchange Commission (the “Commission”)
fees and
state Blue Sky fees; advisory fees; charges of custodians, transfer agents,
dividend disbursing and accounting services agents and other service providers;
security pricing services; insurance premiums; outside auditing and legal
expenses; costs of organization and maintenance of corporate existence; taxes
and fees payable to federal, state and other governmental agencies; preparation,
typesetting, printing, proofing and mailing of prospectuses, statements of
additional information, supplements, notices, forms and applications and proxy
materials for regulatory purposes and for distribution to current shareholders;
typesetting, printing, proofing and mailing and other costs of shareholder
reports; expenses in connection with the electronic transmission of documents
and information including electronic filings with the Commission and the states;
research and statistical data services; expenses incidental to holding meetings
of the Fund’s shareholders and Trustees; fees and expenses associated with the
Funds’ internet website, e-mail address and other related activities; and
extraordinary expenses. Expenses incurred for distribution of shares, including
the typesetting, printing, proofing and mailing of prospectuses for persons
who
are not shareholders of the Trust, will not be borne by the Funds, except to
the
extent paid under a distribution plan adopted in accordance with applicable
laws. The Administrator shall not be required to pay any Blue Sky fees or take
any related Blue Sky actions unless and until it has received the amount of
such
fees from the Trust.
3
(d) Except
as
otherwise specified, fees payable hereunder shall be calculated in arrears
and
billed on a monthly basis. The Trust agrees to pay all fees within thirty days
of receipt of each invoice. The Administrator retains the right to charge
interest in the amount of one percent (1%) per month on any amounts that remain
unpaid beyond such thirty day period.
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4.
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Proprietary
and Confidential
Information
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The
Administrator agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records relative
to the Funds’ shareholders, not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
and
not to disclose such information except where the Administrator may be exposed
to civil or criminal proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities or court process,
when
subject to governmental or regulatory audit or investigation, or when so
requested by the Trust. In case of any requests or demands for inspection of
the
records of the Funds, the Administrator will endeavor to notify the Trust
promptly and to secure instructions from a representative of the Trust as to
such inspection. Records and information which have become known to the public
through no wrongful act of the Administrator or any of its employees, agents
or
representatives, and information which was already in the possession of the
Administrator prior to the date hereof, shall not be subject to this
paragraph.
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5.
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Limitation
of Liability
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(a)
The
Administrator shall not be liable for any error of judgment or mistake of law
or
for any loss suffered by the Funds in connection with the matters to which
this
Agreement relates, except for a loss resulting from the Administrator’s willful
misfeasance, bad faith or negligence in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
Furthermore, the Administrator shall not be liable for (i) any action taken
or
omitted to be taken in accordance with or in reasonable reliance upon written
or
oral instructions, advice, data, documents or information (without investigation
or verification) received by the Administrator from an officer or representative
of the Trust, or from a representative of any of the parties referenced in
Section 2, (ii) its reliance on the security valuations without investigation
or
verification provided by pricing service(s), the Trust’s investment adviser(s)
or representatives of the Trust, or (iii) any action taken or omission by a
Fund, the Trust, investment adviser(s) or any past or current service
provider.
(b)
The
Administrator assumes no responsibility hereunder, and shall not be liable,
for
any default, damage, loss of data or documents, errors, delay or any other
loss
whatsoever caused by events beyond its reasonable control. The Administrator
will, however, take all reasonable steps to minimize service interruptions
for
any period that such interruption continues beyond its control.
(c)
The
Trust agrees to indemnify and hold harmless the Administrator, its employees,
agents, officers, directors and affiliates (collectively, the “Administrator
Indemnified Parties”) from and against any and all claims, demands, actions and
suits, and from and against any and all judgments, liabilities, losses, damages,
costs, charges, reasonable counsel fees and other expenses of every nature
and
character which may be asserted against or incurred by any Administrator
Indemnified Party or for which any Administrator Indemnified Party may be held
liable (an “Administrator Claim”) arising out of or in any way relating to (i)
the Administrator’s actions or omissions except to the extent an Administrator
Claim resulted from the Administrator’s willful misfeasance, bad faith, or
negligence in the performance of its duties hereunder or from reckless disregard
by it of its obligations and duties hereunder; (ii) the Administrator’s reliance
on, implementation of or use of (without investigation or verification) advice,
instructions, requests, directions, information, data, records and documents
received by the Administrator from any party referenced in Section 2 hereof
or
other representative of the Trust, or (iii) any action taken by or omission
of
the Trust, investment adviser(s) or any past or current service
provider.
4
(d)
The
Administrator agrees to indemnify and hold harmless the Trust,
its
trustees, officers, agents and affiliates (collectively the “Trust Indemnified
Parties”) from and against any and all claims, demands, actions and suits, and
from and against any and all judgments, liabilities, losses, damages, costs,
charges, reasonable counsel fees and other expenses of every nature and
character which may be asserted against or incurred by any Trust Indemnified
Party or for which any Trust Indemnified Party may be held liable arising out
of
or in any way relating to the Administrator’s willful misfeasance, bad faith or
negligence in the performance of its duties or from reckless disregard by it
of
its obligations and duties under this Agreement.
(e) In
no
event and under no circumstances shall the Administrator, its affiliates or
any
of its or their officers, directors, members, agents or employees be liable
to
anyone, including, without limitation, the other party, under any theory of
tort, contract, strict liability or other legal or equitable theory for lost
profits, exemplary, punitive, special, indirect or consequential damages for
any
act or failure to act under any provision of this Agreement regardless of
whether such damages were foreseeable and even if advised of the possibility
thereof. The indemnity provisions set forth in this Section 5 shall indefinitely
survive the termination and/or assignment of this Agreement.
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6.
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Term
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(a)
This
Agreement shall be effective as of the date hereof and shall remain in full
force and effect until August 31, 2009, the initial term, and thereafter shall
automatically extend for additional, successive twelve (12) month terms unless
earlier terminated as provided below. With respect to each Fund not in existence
on the date hereof, this Agreement shall be effective on the date an amendment
to Schedule A relating to such Fund is executed. Either party may terminate
this
Agreement at any time as a whole or with respect to a Fund by giving the other
party a written notice not less than ninety (90) days prior
to
the date the termination is to be effective (which notice may be waived in
total
or in part by the party entitled to such notice).
(b)
The
terms of this Agreement shall not be waived, altered, modified, amended or
supplemented in any manner whatsoever except by a written instrument signed
by
the Administrator and the Trust.
(c) Notwithstanding
anything herein to the contrary, upon the termination of the Agreement as
provided herein or the liquidation of a Fund or the Trust, the Administrator,
upon the written request of the Trust, shall deliver the records of the Fund
or
the Trust (as applicable) to the Trust or its successor administrator and fund
accountant in a form that is consistent with Administrator’s applicable license
agreements at the expense of the Trust, and thereafter the Trust or its designee
shall be solely responsible for preserving the records for the periods required
by all applicable laws, rules and regulations. The Trust shall be responsible
for all reasonable and documented expenses associated with the movement (or
duplication) of records and materials and conversion thereof to a successor
fund
accounting and administrative services agent, including all reasonable and
documented trailing expenses incurred by the Administrator. In addition, in
the
event of termination of this Agreement, or the proposed liquidation or merger
of
the Trust or a Fund(s), and the Trust’s request for the Administrator to provide
additional services in connection therewith, the Administrator shall provide
such services and be entitled to such compensation as the parties may mutually
agree. The Administrator shall not reduce the level of service provided to
the
Trust prior to termination following notice of termination by the
Trust.
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7.
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Cooperation
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(a) Upon
reasonable request of the Trust, the Administrator shall grant the Trust’s duly
authorized officers (including the Trust’s Chief Compliance Officer), investment
adviser(s), agents and independent registered public accounting firm access,
during normal business hours, to the Administrator’s facilities, records and
personnel to the extent such facilities, records and personnel are used in
connection with or relate to the Administrator’s services to be provided
hereunder, for the purposes of: (i) conducting a due diligence review of the
Administrator’s facilities, recordkeeping and personnel; (ii) facilitating the
preparation and audit, as applicable, of the Funds’ financial statements; (iii)
complying with any regulatory requirements applicable to the Trust; and (iv)
conducting compliance review or audits in connection with the Chief Compliance
Officer’s, Trust’s and Board of Trustees’ obligations under Rule 38a-1 under the
1940 Act.
(b) Upon
reasonable request, the Administrator will provide sub-certifications to the
Trust and/or its officers with respect to its services provided hereunder to
support: (i) the Trust’s compliance program and (ii) the certifications required
of the principal executive officer and principal financial officer of the Trust
under the Xxxxxxxx-Xxxxx Act of 2002 and implementing rules and
regulations.
(c)
The
Administrator shall provide the Trust with a copy of the Administrator’s reports
(if any) prepared as a result of “agreed-upon-procedures” or in compliance with
the requirements of Statement of Auditing Standards No. 70 issued by the
American Institute of Certified Public Accountants, as it may be amended from
time to time.
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8.
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Non-Exclusivity
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The
services of the Administrator rendered to the Trust are not deemed to be
exclusive. The Administrator may render such services and any other services
to
others, including other investment companies. The Trust recognizes that from
time to time directors, officers and employees of the Administrator may serve
as
trustees, directors, officers and employees of other entities (including other
investment companies), and that the Administrator or its affiliates may enter
into other agreements with such other entities.
6
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9.
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Governing
Law; Invalidity
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This
Agreement shall be governed by Wisconsin law, excluding the laws on conflicts
of
laws. To the extent that the applicable laws of the State of Wisconsin, or
any
of the provisions herein, conflict with the applicable provisions of the 1940
Act, the latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the Commission
thereunder. Any provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or
render unenforceable such provision in any other jurisdiction. In such case,
the
parties shall in good faith modify or substitute such provision consistent
with
the original intent of the parties.
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10.
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Notices
|
Any
notice required or permitted to be given by either party to the other shall
be
in writing and shall be deemed to have been given when sent by registered or
certified mail, postage prepaid, return receipt requested, as follows: Notice
to
the Administrator shall be sent to UMB Fund Services, Inc., 000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxx X, Xxxxxxxxx, XX, 00000, Attention: Xxxxx X. Xxxxxxx, with a
copy
to General Counsel, and notice to the Trust shall be sent to The Westport Funds,
000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX, 00000, Attention: President.
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11.
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Entire
Agreement
|
This
Agreement, together with the Schedules attached hereto, constitutes the entire
Agreement of the parties hereto with respect to administration and fund
accounting services.
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12.
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Trust
Limitations
|
This
Agreement is executed by the Trust with respect to each of the Funds and the
obligations hereunder are not binding upon any of the Trustees, officers or
shareholders of the Trust individually but are binding only upon the Fund to
which such obligations pertain and the assets and property of such Fund. All
obligations of the Trust under this Agreement shall apply only on a Fund-by-Fund
basis, and the assets of one Fund shall not be liable for the obligations of
another Fund.
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13.
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Miscellaneous
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(a) This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original agreement but such counterparts shall together
constitute but one and the same instrument. The facsimile signature of any
party
to this Agreement shall constitute the valid and binding execution hereof by
such party.
7
(b) The
Trust
hereby grants to the Administrator the limited power of attorney on behalf
of
the Funds to sign Blue Sky forms and related documents in connection with the
performance of its obligations under this Agreement.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed by a duly authorized
officer as of the day and year first above written.
THE
WESTPORT FUNDS
By:
/s/
Xxxxxx X. Xxxxxxx, Xx.
President
President
UMB
FUND SERVICES, INC.
By:
/s/
Xxxxx X. Xxxxxxx
Executive Vice President
Executive Vice President
8
Schedule
A
to
the
by
and between
The
Westport Funds
and
UMB
Fund Services, Inc.
Name
of Funds
Westport
Fund
Westport
Select Cap Fund
9
Schedule
B
to
the
by
and between
The
Westport Funds
and
UMB
Fund Services, Inc.
SERVICES
Subject
to the direction and control of the Trust’s Board of Trustees and utilizing
information provided by the Trust and its agents, the Administrator will, in
addition to the services described below, cause the Trust to operate in
substantially the same manner as it operated prior to the date hereof:
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§
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provide
office space, facilities, equipment and personnel to carry out its
services hereunder;
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§
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compile
data for and prepare with respect to the Funds’ timely Notices to the
Commission required pursuant to Rule 24f-2 under the 1940 Act and
Semi-Annual Reports on Form N-SAR;
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|
§
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prepare
and review the financial statement for the Funds’ Annual and Semi-Annual
Reports included in Form N-CSR as required under the Xxxxxxxx-Xxxxx
Act;
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|
§
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assist
in compiling exhibits and disclosures for Form N-CSR as requested
by the
Funds’ investment adviser;
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§
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prepare
and review Form N-Q after the Funds’ first and third fiscal
quarter;
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§
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oversee
filing of Form N-PX;
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§
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assist
in the preparation for execution by the Trust and file all federal
income
and excise tax returns and state income tax returns (and such other
required tax filings as may be agreed to by the parties) other than
those
required to be made by the Trust’s custodian or transfer agent, subject to
the review and approval of the Trust and the Trust’s independent
accountants;
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§
|
prepare
the financial statements for the Annual and Semi-Annual Reports required
pursuant to Section 30(d) under the 1940 Act, subject to the review
and
approval of the Trust and the Trust’s independent accountants;
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|
§
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provide
financial and Fund performance information for inclusion in the
Registration Statement for the Trust (on Form N-1A or any replacement
therefor) and any amendments thereto, subject to the review of Trust
counsel;
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10
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§
|
prepare
and provide a first draft of the annual update to the Registration
Statement for the Trust (on Form N-1A or any replacement therefor);
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§
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determine
and periodically monitor each Fund’s income and expense accruals and cause
all appropriate expenses to be paid from Trust assets on proper
authorization from the Trust;
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§
|
calculate
income factors and daily net asset values of each Fund (i) in accordance
with the Trust’s operating documents as provided to the Administrator, and
(ii) based on security valuations provided by the Trust, the Trust’s
investment adviser, and pricing service(s), as provided
herein;
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|
§
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maintain
all general ledger accounts and related subledgers;
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|
§
|
assist
in the acquisition of the Trust’s fidelity bond required by the 1940 Act,
monitor the amount of the bond and make the necessary Commission
filings
related thereto;
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§
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from
time to time as the Administrator deems appropriate, check each Fund’s
compliance with the policies and limitations of each Fund relating
to the
portfolio investments as set forth in the Prospectus and Statement
of
Additional Information and monitor each Fund’s status as a regulated
investment company under Subchapter M of the Internal Revenue Code
of
1986, as amended (but these functions shall not relieve the Trust’s
investment adviser and sub-advisers, if any, of their primary day-to-day
responsibility for assuring such compliance);
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§
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maintain,
and/or coordinate with the other service providers the maintenance
of, the
accounts, books and other documents required pursuant to Rule 31a-1(a)
and
(b) under the 1940 Act;
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|
§
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prepare
and file state securities qualification/notice compliance filings,
with
the advice of the Trust’s legal counsel, upon and in accordance with
instructions from the Trust, which instructions will include the
states to
qualify in, the amounts of Shares to initially and subsequently qualify
and the warning threshold to be maintained;
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§
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develop
with legal counsel and the secretary of the Trust an agenda for each
board
meeting and, if requested by the Trustees, attend board meetings
and
prepare minutes;
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§
|
prepare
Form 1099s for Trustees and other fund vendors;
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|
§
|
calculate
dividend and capital gains distributions subject to review and approval
by
the Trust and its independent accountants; and
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|
§
|
generally
assist in the Trust’s administrative operations as mutually agreed to by
the parties.
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The
duties of the Administrator shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against the
Administrator hereunder. These services do not include correcting, verifying
or
addressing any prior actions or inactions by any Fund or by any prior service
provider. To the extent the Administrator agrees to take such actions, those
actions taken shall be deemed part of the Schedule B.
11
Schedule
C
to
the
by
and between
The
Westport Funds
and
UMB
Fund Services, Inc.
|
Annual
Asset-Based Fees (per fund family)
|
||
|
§
|
Up
to $500 million in assets
|
4.0*
basis points, plus
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|
§
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Next
$1 billion in assets
|
3.0*
basis points, plus
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|
§
|
Assets
over $1.5 billion
|
2.5*
basis points
|
|
Master-feeder
funds and funds that are hedged (i.e., more than 10%) require customized
pricing.
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||
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Multi-Class
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||
|
Per
fund family with four share classes
|
$38,000/annually
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Special
Projects and Services
|
$175/hour
|
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Out-of-Pocket
Expenses and Other Related Expenses
Out-of-pocket
expenses include but are not limited to portfolio pricing services;
XXXXX
filing
fees; design, typesetting and printing of shareholder reports and
prospectuses;
photocopying;
storage fees for fund records; express delivery charges; travel on
behalf
of
fund business, and expenses, including but not limited to pricing of securities,
which will be charged
in
accordance with the Administrator’s current pricing schedule, as well as fees
for research
services
and other service interface fees.
Fees
for additional funds and for services not contemplated by this schedule will
be
negotiated
on
a case-by-case basis.
12
