Form of PFO/TREASURER SERVICES AGREEMENT
Exhibit (h)(4)
Form of PFO/TREASURER SERVICES AGREEMENT
AGREEMENT made as of , 2008 by and between NETS Trust, a Maryland statutory trust,
with its principal office and place of business at 00 X. XxXxxxx Xx., Xxxxxxx, Xxxxxxxx 00000 (the
“Fund”), and Foreside Management Services, LLC, a Delaware limited liability company with its
principal office and place of business at Two Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000 (“Foreside”).
WHEREAS, the Fund is, or will be, registered under the Investment Company Act of 1940, as
amended (the “1940 Act”), as an open-end management investment company; and
WHEREAS, the Fund desires that Foreside perform certain services and Foreside is willing to
provide those services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and agreements contained
herein, the Fund and Foreside hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) Foreside hereby agrees to provide an individual, as set forth in Appendix A, to serve as
the Fund’s Principal Financial Officer (“PFO”) and Treasurer, to the Fund for the period and on the
terms and conditions set forth in this Agreement.
(b) In connection therewith, the Fund has delivered to Foreside copies of: (i) the Fund’s
Declaration of Trust and Bylaws (collectively, as amended from time to time, “Organizational
Documents”); (ii) the Fund’s current Registration Statement, as amended or supplemented, filed with
the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as
amended (the “Securities Act”), or the 1940 Act (the “Registration Statement”); (iii) the Fund’s
current Prospectus and Statement of Additional Information (collectively, as currently in effect
and as amended or supplemented, the “Prospectus” or “SAI”, as the case may be, or the “Disclosure
Documents”); and (iv) all compliance policies, programs and procedures adopted by the Fund with
respect to the Funds, and shall promptly furnish Foreside with all amendments of or supplements to
the foregoing. The Fund shall deliver to Foreside a certified copy of the resolution of the Board
of Trustees of the Fund (the “Board”) appointing Trudance X. Xxxxx initially hereunder as PFO and
authorizing the execution and delivery of this Agreement. In addition, the Fund shall deliver, or
cause to deliver, to Foreside upon Foreside’s reasonable request any other documents that would
enable Foreside to perform the services described in this Agreement.
SECTION 2. DUTIES OF FORESIDE
(a) Subject to the approval of the Board, Foreside shall make available an individual who is
competent and knowledgeable and has experience regarding the management and internal controls of
the Fund to serve as the Fund’s PFO and Treasurer, who will have the authority normally incident to
such office as set forth in the Fund’s bylaws, including the authority to execute documents
required to be executed by the Fund’s “Principal Financial Officer” and “Treasurer”.
(b) Foreside shall provide such other services and assistance relating to the affairs of the
Fund as the Fund may, from time to time, reasonably request pursuant to mutually acceptable
compensation and implementation agreements.
(c) Foreside shall maintain records relating to its services, such as policies and procedures,
relevant Board presentations, and other records, as are required to be maintained under the
relevant securities laws. Such reports shall be maintained in the manner and for the periods as
are required under the applicable rule or regulation. The books and records pertaining to the Fund
that are in the possession of Foreside shall be the property of the Fund. The Fund, or the Fund’s
authorized representatives, shall have access to such books and records at all times during
Foreside’s normal business hours. Upon the reasonable request of the Fund, copies of any such
books and records shall be provided promptly by Foreside to the Fund or the Fund’s authorized
representatives at the Fund’s expense.
(d) Nothing contained herein shall be construed to require Foreside to perform any service
that could cause Foreside to be deemed an investment adviser for purposes of the 1940 Act or the
Investment Advisers Act of 1940, as amended, or that could cause the Fund to act in contravention
of the Fund’s Prospectus or any provision of the 1940 Act. Except with respect to Foreside’s
duties as set forth in this Section 2 and except as otherwise specifically provided herein, the
Fund assumes all responsibility for ensuring that the Fund complies with all applicable
requirements of the Securities Act, the Securities Exchange Act of 1934, the 1940 Act and any laws,
rules and regulations of governmental authorities with jurisdiction over the Fund. All references
to any law in this Agreement shall be deemed to include reference to the applicable rules and
regulations promulgated under authority of the law and all official interpretations of such law or
rules or regulations.
(e) In order for Foreside to perform the services required by this Section 2, the Fund (i)
shall take reasonable steps to encourage its service providers to furnish any and all information
to Foreside as reasonably requested; and (ii) shall take reasonable steps to enable Foreside to
receive access to all relevant records and documents maintained by the Fund or any service provider
to the Fund.
(f) Foreside shall provide the services as set forth on Appendix A.
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SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION
(a) Neither Foreside nor the appointed Foreside PFO shall be liable to the Fund or any of the
Fund’s beneficial owners for any action taken or failure to act in good faith reliance upon: (i)
the advice and opinion of Fund counsel; and/or (ii) any certified copy of any resolution of the
Board. Neither Foreside nor the appointed Foreside PFO shall be under any duty or obligation to
inquire into the validity or invalidity or authority or lack thereof of any statement, oral or
written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of
counsel, instrument, report, notice, consent, order, or any other document or instrument which
Foreside and/or the Foreside PFO reasonably believe in good faith to be genuine.
(b) The Fund agrees to indemnify and hold harmless Foreside, its affiliates and each of their
respective directors, officers, employees and agents and any person who controls Foreside within
the meaning of Section 15 of the 1933 Act (any of Foreside, its affiliates, their respective
officers, employees, agents and directors or such control persons, for purposes of this paragraph,
a “Foreside Indemnitee”) against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon
(i) Foreside’s performance of its duties under this Agreement, or (ii) the breach of any
obligation, representation or warranty under this Agreement by the Fund.
In no case (i) is the indemnity of the Fund in favor of any Foreside Indemnitee to be deemed
to protect the Foreside Indemnitee against any liability to which the Foreside Indemnitee would
otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Fund to be liable with respect to any claim made against any Foreside
Indemnitee unless the Foreside Indemnitee notifies the Fund in writing of the claim at its
principal offices in Chicago, Illinois within a reasonable time after the summons or other first
written notification giving information of the nature of the claim are served upon Foreside
Indemnitee (or after Foreside Indemnitee receives notice of service on any designated agent).
Failure to notify the Fund of any claim shall not relieve the Fund from any liability that it
may have to any Foreside Indemnitee unless failure or delay to so notify the Fund prejudices the
Fund’s ability to defend against such claim. The Fund shall be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce
any claims, but if the Fund elects to assume the defense, the defense shall be conducted by counsel
chosen by it and satisfactory to the Foreside Indemnitee, defendant or defendants in the suit. In
the event the Fund elects to assume the defense of any suit and retain counsel, the Foreside
Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them. If the Fund does not elect to assume the defense of any suit, it will
reimburse the Foreside Indemnitee, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them.
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(c) Foreside agrees to indemnify and hold harmless the Fund and each of its Trustees and
officers and any person who controls the Fund within the meaning of Section 15 of the 1933 Act (for
purposes of this paragraph, the Fund and each of its Trustees and officers and its controlling
persons are collectively referred to as the “Fund Indemnitees”) against any loss, liability, claim,
damages or expense (including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith)
arising out of or based upon (i) any wrongful act of Foreside or any of its directors, officers,
employees or affiliates, (ii) the breach of any obligation, representation or warranty under this
Agreement by Foreside, or (iii) Foreside’s failure to comply in any material respect with
applicable securities laws.
In no case (i) is the indemnity of Foreside in favor of any Fund Indemnitees to be deemed to
protect any Fund Indemnitees against any liability to which such Fund Indemnitees would otherwise
be subject by reason of willful misfeasance, bad faith or negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties under this Agreement,
or (ii) is Foreside to be liable under its indemnity agreement contained in this paragraph with
respect to any claim made against any Fund Indemnitee unless the Fund Indemnitee notifies Foreside
in writing of the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim are served upon the Fund Indemnitee (or
after the Fund Indemnitee has received notice of service on any designated agent).
Failure to notify Foreside of any claim shall not relieve Foreside from any liability that it
may have to the Fund Indemnitee against whom such action is brought unless failure or delay to so
notify Foreside prejudices Foreside’s ability to defend against such claim. Foreside shall be
entitled to participate at its own expense in the defense or, if it so elects, to assume the
defense of any suit brought to enforce the claim, but if Foreside elects to assume the defense, the
defense shall be conducted by counsel chosen by it and satisfactory to the Fund, its officers and
Board and to any controlling person or persons, defendant or defendants in the suit. In the event
that Foreside elects to assume the defense of any suit and retain counsel, the Fund or controlling
person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them. If Foreside does not elect to assume the defense of any suit,
it will reimburse the Fund, its officers and Trustees or controlling person or persons, defendant
or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them.
(d) No indemnified party shall settle any claim against it for which it intends to seek
indemnification from the indemnifying party, under the terms of section 3(a) or 3(b) above, without
the prior written notice to and consent from the indemnifying party, which consent shall not be
unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the
settlement contains a full release of liability with respect to the other party in respect of such
action.
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SECTION 4. REPRESENTATIONS AND WARRANTIES
| (a) | Foreside represents and warrants to the Fund that: |
(i) It is a limited liability company duly organized under the laws of the State of
Delaware;
(ii) It is duly qualified to carry on its business in the State of Maine;
(iii) It is empowered under applicable laws and by its Operating Agreement to enter
into this Agreement and perform its duties under this Agreement;
(iv) All requisite corporate proceedings have been taken to authorize it to enter
into this Agreement and perform its duties under this Agreement;
(v) It has access to and can provide the necessary facilities, equipment, and
personnel with the requisite knowledge and experience to assist the PFO/Treasurer in
the performance of his or her duties and obligations under this Agreement;
(vi) This Agreement, when executed and delivered, will constitute a legal, valid and
binding obligation of Foreside, enforceable against Foreside in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting the rights and remedies of creditors and secured
parties;
(vii) It shall report to the Board promptly if Foreside learns about PFO/Treasurer
malfeasance or in the event the PFO/Treasurer is terminated as an officer by another
fund or terminated or suspended by Foreside for any reason;
(viii) It shall comply with all applicable laws; and
(ix) It shall maintain policies of insurance reasonable and customary for its
business, including for the services provided under this Agreement and shall provide
the Fund with proof of such coverage.
| (b) | The Fund represents and warrants to Foreside that: |
(i) It is a statutory trust duly organized under the laws of the State of Maryland;
(ii) It is empowered under applicable laws and by its Fund Documents to enter into
this Agreement and perform its duties under this Agreement;
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(iii) All requisite corporate proceedings have been taken to authorize it to enter
into this Agreement and perform its duties under this Agreement;
(iv) It is, or will be, an open-end management investment company registered under
the 1940 Act;
(v) This Agreement, when executed and delivered, will constitute a legal, valid and
binding obligation of the Fund, enforceable against the Fund in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting the rights and remedies of creditors and secured
parties;
(vi) A registration statement under the Securities Act and the Exchange Act is or
will be effective and will remain effective and appropriate State securities law
filings will be or have been made and will continue to be made with respect the
Fund; and
(vii) The PFO/Treasurer shall be covered by the Fund’s Directors & Officers/Errors &
Omissions Policy (the “Policy”), and the Fund shall use reasonable efforts to ensure
that such coverage be (a) reinstated should the Policy be cancelled; (b) continued
after such officers ceases to serve as the Fund on substantially the same terms as
such coverage is provided for the Fund officers after such persons are no longer
officers of the Fund; or (c) continued in the event the Fund merges or terminates,
on substantially the same terms as such coverage is provided for the Fund officers
(but for a period no less than six years). The Fund shall provide Foreside with
proof of current coverage, including a copy of the Policy, and shall notify Foreside
immediately should the Policy be cancelled or terminated.
(viii) The PFO/Treasurer is a named officer in the Fund’s corporate resolutions and
subject to the provisions of the Fund’s Organizational Documents regarding
indemnification of its officers.
SECTION 5. COMPENSATION AND EXPENSES
(a) In consideration of the services provided by Foreside pursuant to this Agreement, the Fund
shall pay Foreside the fees set forth in Appendix B hereto.
All fees payable hereunder shall be accrued daily by the Fund. The fees payable for the
services listed in Appendix A hereto shall be payable monthly in twelve equal installments in
arrears on the first business day of each calendar month for services performed during the prior
calendar month. Any out-of-pocket charges incurred by Foreside as set forth in Appendix A shall be
paid as incurred. If fees begin to accrue in the middle of a month or if this Agreement terminates
before the end of any month, all fees for the period from that date to the end of that month or
from the beginning of that month to the date of termination, as the case may be, shall be
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prorated according to the proportion that the period bears to the full month in which the
effectiveness or termination occurs. Upon the termination of this Agreement, the Fund shall pay to
Foreside such compensation, as shall be due and payable prior to the effective date of termination.
(b) Foreside shall not be responsible for and will not assume the obligation for payment of
the expenses of the Fund, including, without limitation: (i) the fee payable under this Agreement;
(ii) the fees payable to the investment adviser under an agreement between the investment adviser
and the Fund; (iii) expenses of issue, repurchase and redemption of Fund Shares; (iv) interest
charges, taxes and brokerage fees and commissions and short sale fees; (v) premiums of insurance
for the Fund, the directors and officers and fidelity bond premiums; (vi) fees, interest charges
and expenses of third parties, including Fund counsel, counsel to the Fund’s independent directors,
independent public accountants, compliance audit firms, custodians, transfer agents, dividend
disbursing agents and Fund accountants; (vii) fees of pricing, interest, dividend, credit and other
reporting services; (viii) costs of membership in trade associations; (ix) telecommunications
expenses; (x) transmission expenses; (xi) costs of maintaining the Fund’s existence; (xii) costs of
preparing, filing and printing the Fund’s Prospectus, subscription application forms and
stockholder reports and other communications and delivering them to existing stockholders, whether
of record or beneficial; (xiii) expenses of meetings of stockholders and proxy solicitations
therefore; (xiv) costs of maintaining books of original entry for portfolio and Fund accounting and
other required books and accounts and of calculating the net asset value of Shares; (xv) costs of
stationery, supplies and postage; (xvi) fees and expenses of the Fund’s directors and officers
(except those incurred by officers affiliated with Foreside); (xvii) costs of other personnel
performing services for the Fund; (xviii) costs of Board, Board committee, and other corporate
meetings; (xix) SEC registration fees and related expenses; and (xx) state, territory or foreign
securities laws registration fees and related expenses.
SECTION 6. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective on the date indicated above or at such time as
Foreside commences providing services under this Agreement, whichever is later (the “Effective
Date”). Upon the Effective Date, this Agreement shall constitute the entire agreement between the
parties and shall supersede all previous agreements between the parties, whether oral or written,
relating to the Fund.
(b) This Agreement shall continue in effect for two years from the Effective Date, unless
otherwise terminated in accordance with Section 6(c) hereof.
(c) This Agreement may be terminated at any time, without the payment of any penalty (i) by
the Board on fifteen (15) days’ written notice to Foreside or (ii) by Foreside on thirty (30) days’
written notice to the Fund.
(d) The provisions of Sections 3, 6(d), 7, 10, 11, and 12 shall survive any termination of
this Agreement.
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(e) This Agreement and the rights and duties under this Agreement otherwise shall not be
assignable by either Foreside or the Fund except by the specific written consent of the other
party. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of
and be enforceable by the respective successors and assigns of the parties hereto.
SECTION 7. CONFIDENTIALITY
Each Party shall comply with the laws and regulations applicable to it in connection with its
use of confidential information, including, without limitation, Regulation S-P (if applicable).
Foreside agrees to treat all records and other information related to the Fund as proprietary
information of the Fund and, on behalf of itself and its employees, to keep confidential all such
information, except that Foreside may release such other information (i) as approved in writing by
the Fund, which approval shall not be unreasonably withheld and may not be withheld where Foreside
is advised by counsel that it may be exposed to civil or criminal contempt proceedings for failure
to release the information (provided, however, that Foreside shall seek the approval of the Fund
as promptly as possible so as to enable the Fund to pursue such legal or other action as it may
desire to prevent the release of such information) or (ii) when so requested by the Fund.
SECTION 8. FORCE MAJEURE
Foreside shall not be responsible or liable for any failure or delay in performance of its
obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control including, without limitation, acts of civil or military authority,
national emergencies, fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection,
war, riots or failure of the mails, transportation, communication system (except such communication
system failures that are within Foreside’s control) or power supply. In addition, to the extent
Foreside’s obligations hereunder are to oversee or monitor the activities of third parties,
Foreside shall not be liable for any failure or delay in the performance of Foreside’s duties
caused, directly or indirectly, by the failure or delay of such third parties in performing their
respective duties or cooperating reasonably and in a timely manner with Foreside.
SECTION 9. ACTIVITIES OF FORESIDE
Except to the extent necessary to perform Foreside’s obligations under this Agreement, nothing
herein shall be deemed to limit or restrict Foreside’s right, or the right of any of Foreside’s
managers, officers or employees who also may be a director, trustee, officer or employee of the
Fund (including, without limitation, the PFO/Treasurer), or who are otherwise affiliated persons of
the Fund, to engage in any other business or to devote time and attention to the management or
other aspects of any other business, whether of a similar or dissimilar nature, or to render
services of any kind to any other corporation, trust, firm, individual or association.
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SECTION 10. COOPERATION WITH INDEPENDENT PUBLIC ACCOUNTANTS
Foreside shall cooperate with the Fund’s independent public accountants and shall take
reasonable action to make all necessary information available to the accountants for the
performance of the accountants’ duties.
SECTION 11. LIMITATION OF STOCKHOLDER AND TRUSTEE LIABILITY
The trustees of the Fund and the beneficial owners of the Fund’s shares shall not be liable
for any obligations of the Fund under this Agreement, and Foreside agrees that, in asserting any
rights or claims under this Agreement, it shall look only to the assets and property of the Fund.
SECTION 12. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party for consequential,
special or indirect damages under any provision of this Agreement.
(b) This Agreement shall be governed by, and the provisions of this Agreement shall be
construed and interpreted under and in accordance with, the laws of the State of Illinois, without
regard to its conflict of laws provisions.
(c) This Agreement may be executed by the parties hereto in any number of counterparts, and
all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(d) If any part, term or provision of this Agreement is held to be illegal, in conflict with
any law or otherwise invalid, the remaining portion or portions shall be considered severable and
not be affected, and the rights and obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to be illegal or
invalid.
(e) Section headings in this Agreement are included for convenience only and are not to be
used to construe or interpret this Agreement.
(f) Notices, requests, instructions and communications received by the parties at their
respective principal places of business, or at such other address as a party may have designated in
writing, shall be deemed to have been properly given.
(g) Nothing contained in this Agreement is intended to or shall require Foreside, in any
capacity hereunder, to perform any functions or duties on any day other than a Fund business day.
Functions or duties normally scheduled to be performed on any day which is not a Fund business day
shall be performed on, and as of, the next Fund business day, unless otherwise required by law.
(h) The term “affiliate” and all forms thereof used herein shall have the meanings ascribed
thereto in the 1940 Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their
names and on their behalf by and through their duly authorized officers, as of the day and year
first above written.
| NETS Trust | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Foreside Management Services, LLC | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
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Appendix A
, 2008
| (1) | Named PFO\Treasurer |
Trudance Xxxxx
| (2) | Summary of experience of proposed PFO, Trudance Xxxxx. | |
| See Resume included at Appendix C | ||
| (3) | Services |
| • | Attend and represent the Funds at periodic board meetings as necessary; | ||
| • | Make all necessary representations and certifications in connection with the Fund’s filing of financial statements under federal securities laws, including obtaining sub-certifications from various providers (i.e., Xxxxxxxx-Xxxxx certifications, conformity with GAAP principles, fraud certifications, SEC filings, management representation letters to fund auditors, etc.); | ||
| • | Review and sign as PFO/Treasurer on all shareholder communications and all SEC filings such as N-CSR/proxies/NP-X/N-Q/Registration statements; | ||
| • | Execute as signatory in the Trust’s disclosure control committees; | ||
| • | Undertake periodic risk-based reviews of the funds’ service provider operations to ensure compliance with fund policies and accounting statement requirements; | ||
| • | Design and authorize disclosure controls and procedures for financial statements including sign-off on design to ensure that all relevant fund financial information is properly disclosed to the executive officers and the board; | ||
| • | Ensure the fund administrator is in compliance with board policies, procedures, by-laws and resolutions as they pertain to expense management; | ||
| • | Undertake periodic risk-based reviews of the funds’ service provider operations to ensure compliance with fund policies and accounting statement requirements; | ||
| • | Oversee the budgeting process and authorize the procedures and authorities under which the fund administrator will make expense payments on behalf of the funds; | ||
| • | Review performance of investment adviser, independent accountant and other service providers as per certification requirements and coordinate contract renewal process regarding the same; | ||
| • | Approve the funds’ accounting policies; create and review policies with investment adviser, funds’ auditors and accountant and propose any required amendments for approval by the funds’ board; |
| • | Coordinate timing of financial statement preparation and filings; review as per certification requirements; | ||
| • | Support the Principal Executive Officer of the trust and President of the investment adviser to ensure that the goals of the trust are aligned with the investment adviser’s objectives; | ||
| • | Assist with the negotiation of contracts related to audit fees and fees for services with service providers and independent accountants; | ||
| • | Represent the funds as PFO/Treasurer at SEC examinations as required; | ||
| • | Present materials to the funds’ board, audit committees and senior management, as required or requested; | ||
| • | Periodic review of performance of each service provider against the funds’ policies, procedures and contracts in cooperation with the funds’ CCO and President. Review performance against industry peer benchmarks; and | ||
| • | Other attendant duties of PFO/Treasurer as required. |
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Appendix B
Fees
Foreside shall be entitled to the following compensation for its services under the
PFO/Treasurer Services Agreement:
$100,000 per annum plus
$ 3,500 per each operational Fund per annum
plus reasonable out of pocket expenses incurred in the performance of its services, to the extent
that such expenses do not exceed $500 per month with respect to the following items:
| (i) | communications | ||
| (ii) | postage and delivery services | ||
| (iii) | record storage and retention (imaging, microfilm and shareholder record storage) | ||
| (iv) | reproduction | ||
| (v) | reasonable travel expenses for the PFO incurred in connection with the services performed under this Agreement, other than travel expenses incurred in connection with travel requested by the Board | ||
| (vi) | other expenses incurred in connection with the services performed under this Agreement |
The Fund shall reimburse Foreside for the following out-of-pocket and ancillary expenses, to the
extent that they do not exceed $1,000 per month with respect to the following items:
| (i) | reasonable travel expenses incurred in connection with travel requested by the Board |
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