Exhibit h(i) under N-1A
Exhibit 10 under Item 601/Reg SK
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AGREEMENT effective as of October 6, 2000 by and between IV WINDS FAMILY of
FUNDS (the "Trust") and State Street Bank and Trust Company ("State Street").
WHEREAS, the Trust is registered as an open-end, management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS the Trust and State Street entered into a certain custody contract
effective as of October 6, 2000, as may be amended from time to time (the
"Custody Contract") on behalf of certain portfolios of the Trust (the
"Portfolios");
WHEREAS, the Trust desires to retain State Street as financial administrator
(the "Financial Administrator") to furnish certain financial administrative
services on behalf of the Portfolios;
WHEREAS, the Trust desires to retain State Street as accounting agent (the
"Accounting Agent") to perform certain accounting and recordkeeping services on
behalf of the Portfolios; and
WHEREAS, State Street is willing to perform such services on the terms provided
herein.
NOW, THEREFORE, the parties agree as follows:
I. APPOINTMENT
A. OF STATE STREET AS THE FINANCIAL ADMINISTRATOR
The Trust hereby appoints State Street to act as Financial Administrator with
respect to the Trust for purposes of providing certain financial administrative
services for the period and on the terms set forth in this Agreement. State
Street accepts such appointment and agrees to render the financial
administrative services stated herein.
The Trust will initially consist of the Portfolios identified under the Custody
Contract. In the event that the Trust establishes one or more additional
Portfolios with respect to which it wishes to retain the Financial Administrator
to act as financial administrator hereunder, the Company shall notify the
Financial Administrator in writing. Upon such notification, such Portfolio shall
become subject to the provisions of this Agreement to the same extent as the
existing Portfolios, except to the extent that such provisions (including those
relating to compensation and expenses payable by the Trust and its Portfolios)
may be modified with respect to each additional Portfolio in writing by the
Trust and the Financial Administrator at the time of the addition of the
Portfolio.
B. OF STATE STREET AS THE ACCOUNTING AGENT
The Trust hereby appoints State Street to act as Accounting Agent with respect
to certain Portfolios for purposes of providing certain accounting and
recordkeeping services for the period and on the terms set forth in this
Agreement. State Street accepts such appointment and agrees to render the
accounting and recordkeeping services stated herein.
The Trust will initially consist of the Portfolios identified under the Custody
Contract. In the event that the Trust establishes one or more additional
Portfolios with respect to which it wishes to retain the Accounting Agent to act
as accounting agent hereunder, the Company shall notify the Accounting Agent in
writing. Upon such notification, such Portfolio shall become subject to the
provisions of this Agreement to the same extent as the existing Portfolios,
except to the extent that such provisions (including those relating to
compensation and expenses payable by the Trust and its Portfolios) may be
modified with respect to each additional Portfolio in writing by the Trust and
the Accounting Agent at the time of the addition of the Portfolio.
II. REPRESENTATIONS and WARRANTIES
A. BY STATE STREET . State Street represents and warrants that:
-----------------
a) It is a Massachusetts trust company, duly organized and existing under the
laws of The Commonwealth of Massachusetts;
b) It has the corporate power and authority to carry on its business in The
Commonwealth of Massachusetts;
c) All requisite corporate proceedings have been taken to authorized it to
enter into and perform this Agreement;
d) No legal or administrative proceedings have been instituted or
threatened which would impair State Street's ability to perform its
duties and obligations under this Agreement; and
e) Its entrance into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligation of
State Street or any law or regulation applicable to it.
II. BY THE TRUST. The Trust represents and warrants that:
-------------
(i) It is a business trust, duly organized, existing and in good standing under
the laws of Delaware;
(ii) It has the power and authority under applicable laws and by its
Agreement and Declaration of Trust to enter into and perform this
Agreement;
(iii)All requisite proceedings have been taken to authorize it to enter into
and perform this Agreement;
(iv) With respect to each Portfolio, it is an investment company properly
registered under the 1940 Act;
(v) A registration statement under the 1933 Act and the 1940 Act has been
filed and will be effective and remain effective during the term of
this Agreement. The Trust also warrants that as of the effective date
of this Agreement, all necessary filings under the securities laws of
the states in which the Trust offers or sells its shares have been
made;
(vi) No legal or administrative proceedings have been instituted or
threatened which would impair the Trust's ability to perform its
duties and obligations under this Agreement;
(vii) Its entrance into this Agreement will not cause a material breach or
be in material conflict with any other agreement or obligation of the
Trust or any law or regulation applicable to it; and
(viii) As of the close of business on the date of this Agreement, the Trust
is authorized to issue shares of capital stock.
III. DUTIES of STATE STREET
I. AS THE FINANCIAL ADMINISTRATOR. The Financial Administrator shall provide the
following services, in each case, subject to the control, supervision and
direction of the Trust and the review and comment by the Trust's auditors and
legal counsel and in accordance with procedures which may be established from
time to time between the Trust and the Financial Administrator:
a) Oversee the determination and publication of the Trust's net asset
value ("NAV") in accordance with the Trust's policy as adopted from
time to time by the Board;
b) Oversee the maintenance by State Street as Custodian of certain books
and records of the Trust as required under Rule 31a-1(b) of the 1940
Act;
c) Compile and deliver to the Trust, fund performance statistics including
yields and total returns;
d) Prepare and submit for approval by officers of the Trust a fund
expense budget, review expense calculations and arrange for payment
of the Trust's expenses;
e) Prepare for review and approval by officers of the Trust financial
information for the Trust's semi-annual reports, proxy statements and
other communications required or otherwise to be sent to
shareholders;
f) Prepare for review by an officer of and legal counsel for the Trust
the Trust's periodic financial reports required to be filed with the
Securities and Exchange Commission ("SEC") on Form N-SAR and
financial information required by Form N-1A and SEC Rule 24f-2
notices and such other reports, forms or filings as may be mutually
agreed upon;
g) Prepare reports relating to the business and affairs of the Trust as
may be mutually agreed upon and not otherwise prepared by the Trust's
investment adviser, custodian, legal counsel or independent
accountants;
h) Make such reports and recommendations to the Trust concerning the
performance of the independent accountants as the Trust may reasonably
request;
i) Make such reports and recommendations to the Trust concerning the
performance and fees of the Trust's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as the Trust may
reasonably request or deems appropriate;
j) Oversee and review calculations of fees paid to the Trust's investment
adviser, custodian, fund administrator and Transfer Agent;
k) Consult with the Trust's officers, independent accountants, legal
counsel, custodian, fund administrator and Transfer Agent in
establishing the accounting policies of the Trust;
l) Respond to, or refer to the Trust's officers or Transfer Agent, shareholder
inquiries relating to the Trust;
m) Prepare fund income forecasts and submit for approval by officers of the
Trust, recommendations for fund income dividend distributions;
n) Review and provide assistance on shareholder communications;
o) File annual and semi-annual N-SAR with the appropriate regulatory agencies;
p) Review text of "President's letters" to shareholders and
"Management's Discussion of Corporate Performance" (which shall also
be subject to review by the Trust's legal counsel); and
q) Maintain continuing awareness of significant emerging regulatory and
legislative developments which may affect the Trust, and provide
related planning assistance where requested or appropriate.
The Financial Administrator shall provide the office facilities and the
personnel required by it to perform the services contemplated herein.
B. AS THE ACCOUNTING AGENT.
------------------------
a) BOOKS OF ACCOUNT. The Accounting Agent shall maintain the books of
account of the Trust and shall perform the following duties in the
manner prescribed by the Trust's currently effective prospectus,
statement of additional information or other governing document,
certified copies of which have been supplied to the Accounting Agent
(a "Governing Document"):
a. Value the assets of the Trust using: primarily, market quotations
including the use of matrix pricing supplied by the independent
pricing services selected by the Accounting Agent in consultation
with the Trust's investment adviser (the "Adviser") or sources
selected by the Adviser and reviewed by the Board; secondarily,
for securities for which no market price is available, the Pricing
Committee of the Board (the "Committee") will determine a fair
value in good faith. Consistent with Rule 2a-4 of the 1940 Act,
estimates may be used where necessary or appropriate; or thirdly,
such other procedures as may be adopted by the Board. The
Accounting Agent is not the guarantor of the securities prices
received from such pricing agents and the Accounting Agent is not
liable to the Trust for potential errors in valuing a Portfolio's
assets or calculating the NAV per share of such Portfolio or class
when the calculations are based upon such prices;
B. Determine the NAV per share of each Portfolio and/or class, at the time and
in the manner from time to time determined by the Board and as set forth in
the Prospectus of the Trust;
C. Calculate the net income of each of the Portfolios, if any;
D. Calculate realized capital gains or losses of each of the Portfolios
resulting from sale or disposition of assets, if any;
E. Maintain the general ledger and other accounts, books and
financial records of the Trust, including for each Portfolio,
and/or class, as required under Section 31(a) of the 1940 Act and
the Rules thereunder in connection with the services provided by
State Street;
F. At the request of the Trust, prepare various reports or other financial
documents in accordance with generally accepted accounting principles as
required by federal, state and other applicable laws and regulations; and
G. Such other similar services as may be reasonably requested by the Trust.
The Trust shall provide timely prior notice to the Accounting Agent of any
modification in the manner in which such calculations are to be performed as
prescribed in any revision to the Trust's governing document. The Accounting
Agent shall not be responsible for any revisions to calculations unless such
revisions are communicated in writing to the Accounting Agent.
2. RECORDS. The Accounting Agent shall create and maintain all records
relating to its activities and obligations under this Agreement in
such a manner as will meet the obligations of the Trust under the
1940 Act, specifically Section 31 thereof and Rules 31a-1 and 31a-2
thereunder. All such records shall be the property of the Trust and
shall at all times during the regular business hours of the
Accounting Agent be open for inspection by duly authorized officers,
employees or agents of the Trust and employees and agents of the
Securities and Exchange Commission. Subject to Section XVII below,
the Accounting Agent shall preserve for the period required by law
the records required to be maintained thereunder.
IV. DUTIES of the TRUST
A. DELIVERY OF DOCUMENTS. The Trust will promptly deliver to the Financial
Administrator copies of each of the following
documents and all future amendments and supplements, if any:
a) The Trust's Agreement and Declaration of Trust;
b) The Trust's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act
and the Trust's Prospectus(es) and Statement(s) of Additional
Information (the "Prospectus") relating to all Portfolios and all
amendments and supplements thereto as in effect from time to time;
c) Certified copies of resolutions of the Board of Directors of the
Trust (the "Board") authorizing (a) the Trust to enter into this
Agreement and (b) certain individuals on behalf of the Trust to (i)
give instructions to the Financial Administrator pursuant to this
Agreement and (ii) sign checks and pay expenses;
d) The investment advisory agreement between the Trust and its investment
adviser; and
e) Such other certificates, documents or opinions which the Financial
Administrator may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties.
The Trust shall provide, or shall cause a third party to provide, timely notice
to the Accounting Agent of all data reasonably required as a condition to the
Accounting Agent's performance described in Section III.B hereunder.
State Street is authorized and instructed to rely upon any and all information
it receives from the Trust or any third party. State Street shall have no
responsibility to review, confirm or otherwise assume any duty with respect to
the accuracy or completeness of any data supplied to it by or on behalf of the
Trust.
If so directed to calculate the Trust's NAV, State Street shall value the
Trust's securities and other assets utilizing prices obtained from sources
designated by the Trust, or the Trust's duly-authorized agent, on a Price Source
Authorization substantially in the form attached hereto as Exhibit A or
otherwise designated by means of Proper Instructions (as such term is defined
herein) (collectively, the "AUTHORIZED PRICE SOURCES"). State Street shall not
be responsible for any revisions to the methods of calculation adopted by the
Trust unless and until such revisions are communicated in writing to the
Custodian.
B. PROPER INSTRUCTIONS. The Trust shall communicate to State Street by means
of Proper Instructions. Proper Instructions shall mean (i) a writing signed or
initialed by one or more persons as the Board shall have from time to time
authorized or (ii) communication effected directly between the Trust or its
third-party agent and State Street by electro-mechanical or electronic devices,
provided that the Trust and State Street have approved such procedures. State
Street may rely upon any Proper Instruction believed by it to be genuine and to
have been properly issued by or on behalf of the Trust. Oral instructions shall
be considered Proper Instructions if State Street reasonably believes them to
have been given by a person authorized to give such instructions. The Trust
shall cause all oral instructions to be confirmed in accordance with clauses (i)
or (ii) above, as appropriate. The Trust shall give timely Proper Instructions
to State Street in regard to matters affecting accounting practices and State
Street's performance pursuant to this Agreement.
V. COMPLIANCE WITH GOVERNMENTAL RULES and REGULATIONS; RECORDS
The Trust assumes full responsibility for complying with all securities, tax,
commodities and other laws, rules and regulations applicable to it.
VI. WARRANTIES
If, prior to the Accounting Agent's calculation of the current NAV, the Trust
notifies the Accounting Agent that any of its accounting services are erroneous
in any material respect, the Accounting Agent shall endeavor in a timely manner
to correct such failure. Organizations from which the Accounting Agent may
obtain certain data included in the accounting services are solely responsible
for the contents of such data and the Trust agrees to make no claim against the
Accounting Agent arising out of the contents of such third-party data including,
but not limited to, the accuracy thereof. The Accounting Agent makes no
warranties with respect to the calculations and data processing it provides the
Trust and/or any third party agent of the Trust insofar as it relates to the
qualification of the Trust as a regulated investment company under state or
federal securities and tax laws, or any requirements or obligations thereunder.
VII. FORCE MAJEURE
State Street shall have no liability for cessation of services hereunder or any
damages resulting therefrom to the Trust as a result of work stoppage, power or
other mechanical failure, natural disaster, governmental action, computer
viruses, communication disruption or other impossibility of performance.
VIII. INSTRUCTIONS and ADVICE
At any time, State Street may apply to any officer of the Trust for instructions
and may consult with its own legal counsel or outside counsel for the Trust or
the independent accountants for the Trust at the expense of the Trust with
respect to any matter arising in connection with the services to be performed by
State Street under the terms of this Agreement. In its capacity as the Financial
Administrator or as the Accounting Agent under the terms of this Agreement,
State Street shall not be liable, and shall be indemnified by the Trust for any
action taken or omitted by it in good faith reliance upon any such instructions
or advice or upon any paper or document believed by it to be genuine and to have
been signed by the proper person or persons. State Street shall not be held to
have notice of any change of authority of any person until receipt of written
notice thereof from the Trust. Nothing in this paragraph shall be construed as
imposing upon State Street any obligation to seek such instructions or advice,
or to act in accordance with such advice when received.
IX. NOTICES
All notices shall be in writing and deemed given when delivered in person, by
facsimile, by overnight delivery through a commercial courier service, or by
registered or certified mail, return receipt requested. Notices shall be
addressed to each party at its address set forth below, or such other address as
the recipient may have specified by earlier notice to the sender:
If to State Street: LaFayette Corporate Center
▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (617) 662-____
If to the Trust: IV Winds Family of Funds address city, state,
ZIP ATTN:
Telephone:
Facsimile:
X. CONFIDENTIALITY
State Street agrees that, except as otherwise required by law or in connection
with any required disclosure to a banking or other regulatory authority, it will
keep confidential all records and information in its possession relating to the
Trust or its shareholders or shareholder accounts and will not disclose the same
to any person except at the request or with the written consent of the Trust.
XI. LIMITATION of LIABILITY and INDEMNIFICATION
State Street shall be responsible for the performance of only such duties as are
set forth in this Agreement and, except as otherwise provided under Section XVI,
shall have no responsibility for the actions or activities of any other party,
including other service providers. State Street shall have no liability for any
error of judgment or mistake of law or for any loss or damage resulting from the
performance or nonperformance of its duties hereunder unless solely and directly
caused by or resulting from the negligence or willful misconduct of State
Street, its officers or employees. STATE STREET SHALL NOT BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO THE TRUST'S
USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM
STATE STREET'S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without
limitation to claims regardless of the form of action, whether in contract
(including negligence), strict liability, or otherwise and regardless of whether
such damages are foreseeable.
The Trust shall indemnify and hold State Street harmless from all loss, cost,
damage and expense, including reasonable fees and expenses for counsel, incurred
by State Street resulting from any claim, demand, action or suit in connection
with State Street's acceptance of this Agreement, any action or omission by it
in the performance of its duties hereunder, or as a result of acting upon any
instructions reasonably believed by it to have been duly authorized by the
Trust, provided that this indemnification shall not apply to actions or
omissions of State Street, its officers or employees in cases of its or their
own negligence or willful misconduct.
The indemnification contained herein shall survive the termination of this
Agreement.
XII. EXCLUSIVE REMEDY
State Street's total liability during any twelve-month period shall be limited
to the aggregate amount of fees earned by State Street during the last twelve
months prior to the time the event giving rise to liability occurs pursuant to:
Article 3 of the Portfolio and Administrative Services Agreement between
Federated Services Company and State Street Bank and Trust Company dated
November 3, 1997, as may be amended from time to time; Article XVI of the
Financial Administration and Accounting Services Agreement between Vision Group
of Funds and State Street Bank and Trust Company dated ________, as may be
amended from time to time; and Article XVI hereunder. Provided however, claims
for any such actual or direct damages shall be paid on a first come first serve
basis to the Trust, Federated Services Company and IV Winds Family of Funds.
XIII. SERVICES NOT EXCLUSIVE
The services of State Street to the Trust are not to be deemed exclusive and
State Street shall be free to render similar services to others. State Street
shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Trust from time to time, have no
authority to act or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
XIV. TERM; TERMINATION; AMENDMENT
A. TERM. This Agreement shall become effective on the date first written above
---- and shall remain in full force and effect unless either party
terminates this Agreement as provided herein.
B. TERMINATION. Either party may terminate this Agreement by at least sixty
----------- (60) days' prior written notice to the other party.
Termination of this Agreement with respect to any given Portfolio shall in no
way affect the continued validity of this Agreement with respect to any other
Portfolio.
Upon termination of this Agreement, the Trust shall pay to State Street such
compensation and any reimbursable expenses as may be due under the terms hereof
as of the date of such termination, including reasonable out-of-pocket expenses
associated with such termination.
C. AMENDMENT. This Agreement may be modified or amended from time to time by
the mutual agreement of the parties hereto. No amendment to this Agreement shall
be effective unless it is in writing and signed by a duly authorized
representative of each party. The term "Agreement", as used herein, includes all
schedules and attachments hereto and any future written amendments,
modifications, or supplements made in accordance herewith.
XV. FEES, EXPENSES and EXPENSE REIMBURSEMENT
State Street shall receive from the Trust such compensation for its
services provided pursuant to this Agreement as may be agreed to from time
to time in a written fee schedule approved by the parties and initially
set forth in the Fee Schedule to this Agreement. The fees are accrued
daily and billed monthly and shall be due and payable upon receipt of the
invoice. Upon the termination of this Agreement before the end of any
month, the fee for the part of the month before such termination shall be
prorated according to the proportion which such part bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement. In addition, the Trust shall reimburse State Street for its
out-of-pocket costs incurred in connection with this Agreement including
all costs and expenses including reasonable attorney's fees, incurred by
State Street to collect any charges due under this Agreement.
The Trust agrees to promptly reimburse State Street for any equipment and
supplied specially ordered by or for the Trust through State Street and for any
other expenses not contemplated by this Agreement that State Street may incur on
the Trust's behalf at the Trust's request or with the Trust's consent.
The Trust will bear all expenses that are incurred in its operation and not
specifically assumed by State Street. Expenses to be borne by the Trust include,
but are not limited to: Organization expenses; cost of services of independent
accountants and outside legal and tax counsel (including such counsel's review
of the Trust's registration statement, proxy materials, federal and state tax
qualification as a regulated investment company and other reports and materials
prepared by State Street under this Agreement); cost of any services contracted
for by the Trust directly from parties other than State Street; cost of trading
operations and brokerage fees, commissions and transfer taxes in connection with
the purchase and sale of securities for the Trust; investment advisory fees;
taxes, insurance premiums and other fees and expenses applicable to its
operation; costs incidental to any meetings of shareholders including, but not
limited to, legal and accounting fees, proxy filing fees and the costs of
preparation, printing and mailing of any proxy materials; costs incidental to
Board meetings, including fees and expenses of Board members; the salary and
expenses of any officer, director/trustee or employee of the Trust; costs
incidental to the preparation, printing and distribution of the Trust's
registration statements and any amendments thereto and shareholder reports; cost
of typesetting and printing of prospectuses; cost of preparation and filing of
the Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all notices,
registrations and amendments associated with applicable federal and state tax
and securities laws; fidelity bond and directors' and officers' liability
insurance; and cost of independent pricing services used in computing the
Trust's NAV.
State Street is authorized to and may employ or associate with such person or
persons as it may deem desirable to assist it in performing its duties under
this Agreement; provided, however, that the compensation of such person or
persons shall be paid by State Street and State Street shall be as fully
responsible to the Trust for the acts and omissions of any such person or
persons as it is for its own acts and omissions.
XVI. ASSIGNMENT; SUCCESSOR AGENT
A. ASSIGNMENT. This Agreement shall not be assigned by either party without
the prior written consent of the other party, except that
either party may assign to a successor all of or a substantial portion of
its business, or to a party controlling, controlled by, or under common
control with such party.
B. SUCCESSOR AGENT. This Agreement shall be binding on and shall inure to the
benefit of each party and to their successors and
permitted assigns.
If a successor agent for the Trust shall be appointed by the Trust, State Street
shall upon termination deliver to such successor agent at the office of State
Street all properties of the Trust held by it hereunder.
In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to State Street on or before the date
when such termination shall become effective, then State Street shall have the
right to deliver to a bank or trust company, which is a "bank" as defined in the
1940 Act, doing business in Boston, Massachusetts, of its own selection, having
an aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $2,000,000, all properties held by State
Street under this Agreement. Thereafter, such bank or trust company shall be the
successor of State Street under this Agreement.
XVII. ENTIRE AGREEMENT
This Agreement (including all schedules and attachments hereto) constitutes the
entire Agreement between the parties with respect to the subject matter hereof
and terminates and supersedes all prior agreements, representations, warranties,
commitments, statements, negotiations and undertakings with respect to such
services to be performed hereunder whether oral or in writing.
XXIII. WAIVER
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver nor shall it deprive
such party of the right thereafter to insist upon strict adherence to that term
or any term of this Agreement. Any waiver must be in writing signed by the
waiving party.
XIX. HEADINGS NOT CONTROLLING
Headings used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
XX. SURVIVAL
After expiration or termination of this Agreement, all provisions relating to
payment shall survive until completion of required payments. In addition to
those provisions which specifically provide for survival beyond expiration or
termination, all provisions regarding indemnification, warranty, liability and
limits thereon shall survive, unless and until the expiration of any time period
specified elsewhere in this Agreement with respect to the provision in question.
XXI. SEVERABILITY
In the event any provision of this Agreement is held illegal, invalid, void or
unenforceable, the balance shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
XXII. GOVERNING LAW; JURISDICTION
This Agreement shall be deemed to have been made in the Commonwealth of
Massachusetts and shall be governed by and construed under and in accordance
with the laws of the Commonwealth of Massachusetts without giving effect to its
conflict of laws principles and rules. The parties agree that any dispute
arising herefrom shall be subject to the exclusive jurisdiction of courts
sitting in the Commonwealth of Massachusetts.
XXIII. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments hereto
may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties hereto each agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.
STATE STREET BANK AND TRUST COMPANY
By: _________________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice Chairman and Chief Operating Officer
IV WINDS FAMILY OF FUNDS
By: _______________________________________
Name:
-------------------------------------------------------------------------
Title: