ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
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AGREEMENT dated as of March 17, 2002 between Touchstone Variable Series
Trust (the "Trust"), a Massachusetts business trust, and Integrated Fund
Services, Inc. ("Integrated"), an Ohio corporation.
WHEREAS, the Trust is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Emerging Growth Fund, the International Equity Fund, the Small
Cap Value Fund, the Equity Fund, the Growth/Value Fund, the Enhanced 30 Fund,
the Growth & Income Fund, the Balanced Fund, the High Yield Fund, the Bond Fund,
the Standby Income Fund, the Money Market Fund and the Value Plus Fund (the
"Funds"), are each a series of the Trust; and
WHEREAS, the Trust wishes to employ Integrated to serve as its
administrative and accounting services agent on behalf of the Funds; and
WHEREAS, Integrated wishes to provide such services to the Funds under the
conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and Integrated agree as follows:
1. APPOINTMENT.
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The Trust hereby employs Integrated as agent to perform those services
described in this Agreement for the Funds. Integrated shall act under such
appointment and perform the obligations thereof upon the terms and conditions
hereinafter set forth.
2. DOCUMENTATION.
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The Trust will furnish from time to time the following documents:
A. Each resolution of the Board of Trustees of the Trust authorizing
the original issue of the shares of the Funds;
B. Each Registration Statement filed with the Securities and
Exchange Commission (the "SEC") and amendments thereof;
C. A certified copy of the Agreement and Declaration of Trust and
the Bylaws of the Trust and each amendment thereto;
D. Certified copies of each resolution of the Board of Trustees
authorizing officers to give instructions to Integrated;
E. Copies of all agreements with service providers on behalf of the
Funds, including advisory agreements, sub-advisory agreements,
underwriting and dealer agreements and custody agreements in
effect;
F. Copies of all documents relating to special investment or
withdrawal plans which are offered or may be offered in the
future by the Funds and for which Integrated is to act as plan
agent; and
G. Such other certificates, documents or opinions that Integrated
may, in its discretion, deem necessary or appropriate in the
proper performance of its duties.
ADMINISTRATION
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3. TRUST ADMINISTRATION.
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Subject to the direction and control of the Trustees of the Trust,
Integrated shall perform the services to the Funds detailed in Schedule A.
4. TAXES.
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Integrated will prepare in the appropriate form, file with the Internal
Revenue Service and appropriate state agencies, and make available for mailing
to shareholders of the Trust such returns for reporting dividends and
distributions paid by the Funds as are required to be so prepared, filed and
mailed.
5. FORM N-SAR.
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Integrated shall maintain such records within its control and shall be
requested by the Trust to assist the Trust in fulfilling the requirements of
Form N-SAR.
ACCOUNTING
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6. CALCULATION OF NET ASSET VALUE.
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Integrated will maintain and keep current the general ledger for the Funds,
recording all income and expenses, capital share activity and security
transactions of the Funds. Integrated will calculate the net asset value of each
of the Funds and the per share net asset value of each of the Funds, in
accordance with the Trust's current prospectus and statement of additional
information, once daily as of the time selected by the Trust's Board of
Trustees. Integrated will prepare and maintain a daily valuation of all
securities and other assets of the Funds in accordance with instructions from a
designated officer of the Trust and in the manner set forth in the Trust's
current prospectus and statement of additional information. In valuing
securities of the Funds, Integrated may contract with, and rely upon market
quotations provided by, outside services.
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7. PAYMENT OF TRUST EXPENSES.
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Integrated shall process each request received from the Trust or its
authorized agents for payment of the Funds' expenses. Upon receipt of written
instructions signed by an officer or other authorized agent of the Trust,
Integrated shall prepare checks in the appropriate amounts which shall be signed
by an authorized officer of Integrated and mailed to the appropriate party.
8. OTHER SERVICES.
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Subject to the direction and control of the Trustees of the Trust,
Integrated shall perform the services to the Funds detailed in Schedule B.
GENERAL
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9. DATA ACCESS AND PROPRIETARY INFORMATION.
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The Trust acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Trust by Integrated as part of the Trust's ability to
access certain Trust-related data ("Customer Data") maintained by Integrated on
data bases under the control and ownership of Integrated or other third party
("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of substantial
value to Integrated or other third party. In no event shall Proprietary
Information be deemed Customer Data. The Trust agrees to treat all Proprietary
Information as proprietary to Integrated and further agrees that it shall not
divulge any Proprietary Information to any person or organization except as may
be provided hereunder.
10. COOPERATION WITH ACCOUNTANTS.
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Integrated shall cooperate with the Trust's independent public accountants
and shall take all reasonable action in the performance of its obligations under
this Agreement to assure that the necessary information is made available to
such accountants for the expression of their unqualified opinion where required
for any document for the Trust.
11. SPECIAL SERVICES AND EXCEPTION PROCESSING.
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A. Integrated may provide additional special reports upon the
request of the Trust or the Trust's investment adviser, which may
result in an additional charge, the amount of which shall be
agreed upon between the parties.
B. Integrated may provide such other services with respect to the
Trust as may be reasonably requested by the Trust, which may
result in an additional charge, the amount of which shall be
agreed upon between the parties.
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C. Integrated may provide exception processing upon the request of
the Trust or the Trust's investment adviser, which may result in
an additional charge, the amount of which shall be agreed upon
between the parties. Exception processing includes, but is not
limited to, processing which:
(a) requires Integrated to use methods and procedures other than
those usually employed by Integrated to perform its
obligations under this Agreement;
(b) involves the provision of information to Integrated after
the commencement of the nightly processing cycle of
Integrated's transfer agency, administration and/or fund
accounting processing system; or
(c) requires more manual intervention by Integrated, either in
the entry of data or in the modification or amendment of
reports generated by Integrated's transfer agency,
administration and/or fund accounting processing system than
is usually required.
12. FURTHER ACTIONS.
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Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
13. SUBCONTRACTING.
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Integrated may, at its expense, and, upon prior written approval from the
Trust, subcontract with any entity or person concerning the provision of the
services contemplated hereunder; provided, however, that Integrated shall not be
relieved of any of its obligations under this Agreement by the appointment of
such subcontractor and provided further, that Integrated shall be responsible
for all acts of such subcontractor as if such acts were its own.
14. COMPENSATION.
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For performing its services under this Agreement, the Trust shall pay
Integrated a monthly fee with respect to each Fund in accordance with the
schedule attached hereto as Schedule C.
15. EXPENSES.
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Integrated shall furnish, at its expense and without cost to the Trust the
services of its personnel to the extent that such services are required to carry
out its obligations under this Agreement. All costs and expenses not expressly
assumed by Integrated under this Paragraph shall be paid by the Trust,
including, but not limited to, costs and expenses of officers and employees of
Integrated in attending meetings of the Board of Trustees and shareholders of
the Funds, as well as costs and expenses for postage, envelopes, checks, drafts,
continuous forms, reports, communications, statements and other materials,
telephone, telegraph and remote transmission lines, EDGARization, printing,
confirmations and any other shareholder correspondence, use of outside pricing
services, use of outside mailing firms, necessary outside record storage, media
for storage of records (e.g., microfilm, microfiche, computer tapes), costs
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and fees, including employee time and system expenses, associated with exception
processing and resolution of errors not caused by Integrated, and any and all
assessments, taxes or levies assessed on Integrated for services provided under
this Agreement. Postage for mailings of dividends, proxies, reports and other
mailings to all shareholders shall be advanced to Integrated three business days
prior to the mailing date of such materials.
16. REFERENCES TO INTEGRATED OR THE TRUST.
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A. Neither the Trust nor its agents shall circulate any printed
matter which contains any reference to Integrated without the
prior written approval of Integrated, excepting solely such
printed matter as merely identifies Integrated as Administrative
Services Agent, Transfer, Shareholder Servicing and Dividend
Disbursing Agent and Accounting Services Agent. The Trust will
submit printed matter requiring approval to Integrated in draft
form, allowing sufficient time for review by Integrated and its
counsel prior to any deadline for printing.
B. Integrated shall not circulate any printed matter that contains
any reference to the Trust without the prior written approval of
the Trust, excepting solely such printed matter as merely
identifies the Trust as a client of Integrated. Integrated will
submit printed matter requiring approval to the Trust in draft
form, allowing sufficient time for review by the Trust and its
counsel prior to any deadline for printing.
17. EQUIPMENT FAILURES.
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In the event of equipment failures beyond Integrated's control, Integrated
shall take all steps necessary to minimize service interruptions but shall have
no liability with respect thereto. Integrated shall endeavor to enter into one
or more agreements making provision for emergency use of electronic data
processing equipment to the extent appropriate equipment is available.
18. INDEMNIFICATION OF INTEGRATED.
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A. Integrated may rely on information reasonably believed by it to
be accurate and reliable. Except as may otherwise be required by
the 1940 Act and the rules thereunder, neither Integrated nor its
directors, officers, employees, shareholders, agents, control
persons or affiliates of any thereof shall be subject to any
liability for, or any damages, including consequential damages,
expenses or losses incurred by the Trust in connection with, any
error of judgment, mistake of law, any act or omission connected
with or arising out of any services rendered under or payments
made pursuant to this Agreement or any other matter to which this
Agreement relates, except by reason of willful misfeasance, bad
faith or gross negligence on the part of any such persons in the
performance of the duties of Integrated under this Agreement or
by reason of reckless disregard by any of such persons of the
obligations and duties of Integrated under this Agreement.
Integrated may apply to the Trust at any time for instructions
and may consult counsel for the Trust, or its own counsel, and
with accountants and other experts with respect to any matter
arising in connection with its duties hereunder, and Integrated
shall not be liable or accountable for any action taken or
omitted by it in good faith in accordance with such
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instruction, or with the opinion of such counsel, accountants, or
other experts. Integrated shall not be held to have notice of any
change of authority of any officers, employees, or agents of the
Trust until receipt of written notice thereof have been received
by Integrated from the Trust.
B. Any person, even though also a director, officer, employee,
shareholder or agent of Integrated, or any of its affiliates, who
may be or become an officer, trustee, employee or agent of the
Trust, shall be deemed, when rendering services to the Trust or
acting on any business of the Trust, to be rendering such
services to or acting solely as an officer, trustee, employee or
agent of the Trust and not as a director, officer, employee,
shareholder or agent of or one under the control or direction of
Integrated or any of its affiliates, even though paid by one of
these entities.
C. Notwithstanding any other provision of this Agreement, the Trust
shall indemnify and hold harmless Integrated, its directors,
officers, employees, shareholders, agents, control persons and
affiliates of any thereof from and against any and all losses,
damages, claims, suits, actions, demands, expenses and
liabilities (whether with or without basis in fact or law),
including legal fees and expenses and investigation expenses, of
any and every nature which Integrated may sustain or incur or
which may be asserted against Integrated by any person by reason
of, or as a result of: (i) any action taken or omitted to be
taken by Integrated in good faith in reliance upon any
certificate, instrument, order or share certificate believed by
it to be genuine and to be signed, countersigned or executed by
any duly authorized person, upon the oral instructions or written
instructions of an authorized person of the Trust or upon the
opinion of legal counsel for the Trust or its own counsel; or
(ii) any action taken or omitted to be taken by Integrated in
connection with its appointment in good faith in reliance upon
any law, act, regulation or interpretation of the same even
though the same may thereafter have been altered, changed,
amended or repealed. However, indemnification under this
subparagraph shall not apply to actions or omissions of
Integrated or its directors, officers, employees, shareholders or
agents in cases of its or their own gross negligence, willful
misconduct, bad faith, or reckless disregard of its or their own
duties hereunder.
D. Notwithstanding anything to the contrary in this Agreement, in no
event shall Integrated be liable to the Trust or any third party
for any special, consequential, punitive or incidental damages,
even if advised of the possibility of such damages.
19. TERMINATION
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A. The provisions of this Agreement shall be effective on the date
first above written, shall continue in effect for one year
("Initial Term") from that date and shall continue in force for
one year thereafter ("Renewal Term"), but only so long as such
continuance is approved (1) by Integrated, (2) the Trust, (3) by
a vote of a majority of the Trust's Trustees who are not parties
to this Agreement or interested persons (as defined in the 0000
Xxx) of any such party, and (4) by vote of a majority of the
Trust's Board of Trustees or a majority of the Trust's
outstanding voting securities.
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B. Any party may terminate this Agreement at the end of the Initial
Term or at the end of any subsequent Renewal Term by giving the
other parties at least one hundred twenty (120) days' prior
written notice of such termination specifying the date fixed
therefor. In the event this Agreement is terminated by the Trust
prior to the end of the Initial Term or any subsequent Renewal
Term the Trust shall make a one-time cash payment to Integrated
in consideration of services provided under this Agreement, and
not as a penalty, equal to the remaining balance of the fees
payable to Integrated under this Agreement through the end of the
Initial Term or Renewal Term, as applicable. The Trust shall
likewise reimburse Integrated for any out-of-pocket expenses and
disbursements ("out-of-pocket expenses") reasonably incurred by
Integrated in connection with the services provided under this
Agreement within 30 days of notification to the Trust of such
out-of-pocket expenses regardless of whether such out-of-pocket
expenses were incurred before or after the termination of this
Agreement.
C. If a party materially fails to perform its duties and obligations
hereunder (a "Defaulting Party") resulting in a material loss to
another party or parties, such other party or parties (the
"Non-Defaulting Party") may give written notice thereof to the
Defaulting Party, which such notice shall set forth with
sufficient detail the nature of the breach. The Defaulting Party
shall have ninety (90) days from its receipt of notice to cure
the breach. If such material breach shall not have been remedied
to commercially reasonable operating standards, the
Non-Defaulting Party may terminate this Agreement by giving sixty
(60) days written notice of such termination to the Defaulting
Party. If Integrated is the Non-Defaulting Party, its termination
of this Agreement shall not constitute a waiver of any rights or
remedies with respect to services it performed prior to such
termination, or the right of Integrated to receive such
compensation as may be due as of the date of termination or to be
reimbursed for all reasonable out-of-pocket expenses. In all
cases, termination by the Non-Defaulting Party shall not
constitute a waiver by the Non-Defaulting Party of any other
rights it might have under this Agreement or otherwise against a
Defaulting Party.
D. In the case of the following transactions, not in the ordinary
course of business, namely, the merger of the Trust, or a Fund,
into or the consolidation of the Trust, or a Fund, with another
investment company, the sale by the Trust, or a Fund, of all, or
substantially all, of its assets to another investment company,
or the liquidation or dissolution of the Trust, or a series of
the Trust, and distribution of its assets, this Agreement will
terminate and Integrated shall be released from any and all
obligations hereunder upon the payment of the fees, disbursements
and expenses due to Integrated through the end of the then
current term of this Agreement. The parties acknowledge and agree
that the damages provision set forth above in paragraph B shall
be applicable in those instances in which Integrated is not
retained to provide fund accounting services subsequent to the
transactions listed above.
E. Integrated will be entitled to collect from the Trust all
reasonable expenses incurred in conjunction with termination of
this Agreement, including but not limited to out-of-pocket
expenses, employee time, system fees and fees charged by third
parties with whom Integrated has contracted.
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20. SERVICES FOR OTHERS.
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Nothing in this Agreement shall prevent Integrated or any affiliated person
(as defined in the 0000 Xxx) of Integrated from providing services for any other
person, firm or corporation (including other investment companies); provided,
however, that Integrated expressly represents that it will undertake no
activities which, in its judgment, will adversely affect the performance of its
obligations to the Trust under this Agreement.
21. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
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The parties hereto acknowledge and agree that nothing contained herein
shall be construed to require Integrated to perform any services for the Trust
which services could cause Integrated to be deemed an "investment adviser" of
the Trust within the meaning of Section 2(a)(20) of the 1940 Act or to supersede
or contravene the Trust's prospectus or statement of additional information or
any provisions of the 1940 Act and the rules thereunder. Except as otherwise
provided in this Agreement and except for the accuracy of information furnished
to it by Integrated, the Trust assumes full responsibility for complying with
all applicable requirements of the 1940 Act, the Securities Act of 1933, as
amended, and any other laws, rules and regulations of governmental authorities
having jurisdiction, it being acknowledged that the Trust is relying on the best
efforts of Integrated.
22. LIMITATION OF LIABILITY.
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It is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust, personally, but bind only the trust property
of the Trust. The execution and delivery of this Agreement have been authorized
by the Trustees of the Trust and signed by an officer of the Trust, acting as
such, and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust.
23. SEVERABILITY.
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In the event any provision of this Agreement is determined to be void or
unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
24. QUESTIONS OF INTERPRETATION.
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This Agreement shall be governed by and construed in accordance with the
laws of the State of Ohio. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the United
States Courts or in the absence of any controlling decision of any such court,
by rules, regulations or orders of the Securities and Exchange Commission
("SEC") issued pursuant to said 1940 Act. In addition, where the effect of a
requirement of the 1940 Act, reflected in any provision of this Agreement, is
revised by rule, regulation or order of the SEC, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
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25. CONFIDENTIALITY
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Both parties hereto agree that any non-public information obtained
hereunder concerning the other party is confidential and may not be disclosed
without the consent of the other party, except as may be required by applicable
law or at the request of a governmental agency. The parties further agree that a
breach of this provision would irreparably damage the other party and
accordingly agree that each of them is entitled, in addition to all other
remedies at law or in equity to an injunction or injunctions without bond or
other security to prevent breaches of this provision.
26. NOTICES.
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All notices required or permitted under this Agreement shall be in writing
(including telex and telegraphic communication) and shall be (as elected by the
person giving such notice) hand delivered by messenger or courier service,
telecommunicated, or mailed (airmail if international) by registered or
certified mail (postage prepaid), return receipt requested, addressed to:
To the Trust: Touchstone Variable Series Trust
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxx X. XxXxxxxx
To Integrated: Integrated Fund Services, Inc.
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
or to such other address as any party may designate by notice complying with the
terms of this Paragraph. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery; (b) on the date telecommunicated if by
telegraph; (c) on the date of transmission with confirmed answer back if by
telex, telefax or other telegraphic method or e-mail; and (d) on the date upon
which the return receipt is signed or delivery is refused or the notice is
designated by the postal authorities as not deliverable, as the case may be, if
mailed.
27. AMENDMENT.
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This Agreement may not be amended or modified except by a written agreement
executed by all parties.
28. BINDING EFFECT.
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Each of the undersigned expressly warrants and represents that he has the
full power and authority to sign this Agreement on behalf of the party
indicated, and that his signature will operate to bind the party indicated to
the foregoing terms.
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29. COUNTERPARTS.
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This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
30. FORCE MAJEURE.
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Integrated assumes no responsibility hereunder, and shall not be liable,
for any damage, loss of data, delay or any other loss whatsoever caused by
events beyond its control, including and without limitation, acts of God,
interruption of power or other utility, transportation, mail, or communication
services, acts of civil or military authority, sabotages, war, insurrection,
riots, national emergencies, explosion, flood, accident, earthquake or other
catastrophe, fire, strike or other labor problems, legal action, present or
future law, governmental order, rule or regulation, or shortages of suitable
parts, materials, labor or transportation.
31. MISCELLANEOUS.
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The captions in this Agreement are included for convenience of reference
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
TOUCHSTONE VARIABLE SERIES TRUST
By: /s/ Xxxx X. XxXxxxxx
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Its: President
INTEGRATED FUND SERVICES, INC.
By: /s/ Xxxxx Xxxxxxxxx
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Its: President
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Schedule A
In consideration of the compensation detailed in this Agreement, Integrated
shall perform the following Administrative services:
1. Prepare and file post-effective amendments to the registration
statements and other documents on behalf of the Funds with the
Securities and Exchange Commission and other federal and state
regulatory authorities as required by law.
2. Coordinate the scheduling of Board of Trustees' meetings, prepare the
appropriate reports to the trustees and record and maintain the
minutes.
3. Qualify each Fund for sale in various states ("blue sky" filings).
4. Maintain all books and records of each Fund as required by federal and
state laws.
5. Coordinate the preparation, filing and distribution of proxy materials
and periodic reports as required by law.
6. Coordinate and monitor third-party services.
7. Establish and maintain procedures for compliance with federal and
state rules and regulations.
8. Provide officers for the Trust, if desired.
9. Prepare and maintain the necessary journals and schedules to report
the required information on Form N-SAR.
10. Prepare financial statements and supporting statements, footnotes, per
share information and schedule of investments for the inclusion in the
semiannual and annual reports.
11. Conduct Investment Company Institute Compliance Training for Fund
management and the investment adviser.
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Schedule B
In consideration of the compensation detailed in this Agreement, Integrated
shall perform the following Accounting services:
1. Calculate net asset value and per share net asset value in accordance
with the 1940 Act and the Trust's prospectus.
2. Record all security transactions including appropriate gains and
losses from the sale of portfolio securities.
3. Record interest income and dividend income.
4. Record each Fund's capital share activities based upon purchase and
redemption transactions received by the transfer agent.
5. Calculate a daily cash figure for investment purposes.
6. Monitor and seek authorization for payment of expenses of each Fund.
7. Periodically report to the Trust or its authorized agents share
purchases and redemptions and trial balances of each Fund.
8. Prepare the necessary supporting computations on a book and tax basis
to ensure each Fund complies with the requirements of Section 851 of
the Internal Revenue Code.
9. Facilitate and perform tax planning and administration.
10. Monitor all tax compliance calculations to ensure that each Fund
qualifies as a regulated investment company pursuant to Subchapter M
of the Internal Revenue Code.
11. Assist independent accountants with the annual audit by preparing
necessary annual audit work papers.
12. Generate fund performance calculations (including after-tax returns)
and automated report dissemination.
13. Maintain complete, accurate and current all records with respect to
the Trust required to be maintained by the Trust under the Internal
Revenue Code of 1986, as amended (the "Code"), and under the rules and
regulations of the 1940 Act, and preserve said records in the manner
and for the periods prescribed in the Code and the 1940 Act.
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Schedule C
March 17, 2002
COMPENSATION FOR ACCOUNTING AND ADMINISTRATION SERVICES
For the performance of Integrated's obligations under this Agreement with
respect to Accounting and Administration Services, each Fund of Touchstone
Variable Series Trust shall pay Integrated, on the first business day following
the end of each month, a fee at the annual rate of 0.10% of the average value of
each Fund's daily net assets under $1 billion, and 0.08% of the average value of
each Fund's daily net assets over $1 billion, provided, however, that the
minimum fee is $48,000 per annum per Fund, except for the International Equity
Fund. With respect to the International Equity Fund, the minimum fee is $60,000
per annum.
Each Fund will reimburse Integrated for out-of-pocket expenses incurred in
the performance of its services under this Agreement.
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