EXHIBIT 9(d)
▇▇▇▇▇▇▇▇ CAPITAL FUNDS (DELAWARE)
FUND ACCOUNTING AGREEMENT
THIS AGREEMENT dated as of the 9th day of January, 1996, by and between
▇▇▇▇▇▇▇▇ Capital Funds (Delaware) (the "Fund") and Forum Financial Corp.
("FFC"), both corporations organized under the laws of the State of Delaware.
WHEREAS, the Fund is registered under the Investment Company Act of 1940 as
an open-end management investment company and is authorized to issue shares of
common stock in separate Series and Classes;
WHEREAS, the Fund currently consists of five Series portfolios:
International Equity Fund, ▇▇▇▇▇▇▇▇ U.S. Equity Fund, ▇▇▇▇▇▇▇▇ U.S. Smaller
Companies Fund, ▇▇▇▇▇▇▇▇ Emerging Markets Fund Institutional Portfolio and
▇▇▇▇▇▇▇▇ Latin American Fund;
WHEREAS, the Fund desires that FFC perform certain fund accounting and
related services for each Series of the Fund, and Class thereof, that currently
exists or in the future may be created, and FFC is willing to perform those
services on the terms and conditions set forth in this Agreement; and
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Fund and FFC agree as follows:
SECTION 1. APPOINTMENT. The Fund hereby appoints FFC as Accounting
Services Agent of the Fund and FFC hereby accepts such appointment, all in
accordance with the terms and conditions of this Agreement.
SECTION 2. DEFINITIONS. Whenever used in this Agreement, the following
terms shall have the meanings specified, insofar as the context will allow:
a) ACT: The term Act shall mean the Investment Company Act of 1940, as
amended from time to time.
b) BOARD: The term Board shall mean the Board of Trustees of the Fund.
c) CLASS: The term Class shall mean any future classes of each Series
listed in Appendix A or any class of any Series that the Fund shall
subsequently establish.
d) CUSTODIAN: The term Custodian shall mean Chase Manhattan Bank, NA; or
any successor or other custodian acting as such for any current or
future Series of the Fund.
e) FUND: The term Fund shall mean ▇▇▇▇▇▇▇▇ Capital Funds (Delaware).
f) FUND BUSINESS DAY. The term Fund Business Day shall mean each day that
the New York Stock Exchange is open for trading (which excludes the
following national business holidays: New Year's Day, President's Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day, and Christmas Day).
g) ORAL INSTRUCTION: The term Oral Instruction shall mean an
authorization, instruction, approval, item or set of data, or
information of any kind transmitted to FFC in person or by telephone,
vocal telegram or other electronic means, by a person or persons
reasonably believed in good faith by FFC to be a person or persons
authorized by a resolution of the Board of the Fund to give Oral
Instructions on behalf of the Fund. Each Oral Instruction shall
specify whether it is applicable to all of the Fund or to a specific
Series or Class.
h) PROSPECTUS: The term Prospectus shall mean the then-current prospectus
forming a part of an effective Registration Statement of the Fund under
the Securities Act of 1933, as amended, and the Act covering the Shares
of a Series or Class as the case may be, as the same may be amended or
supplemented from time to time.
i) SERIES: The term Series shall mean each series listed in Appendix A or
any series that the Fund shall subsequently establish.
j) SHAREHOLDERS: The term Shareholders shall mean the registered owners
from time to time of the Shares, as reflected on the share registry
records of the Fund.
k) SHARES: The term Shares shall mean the issued and outstanding shares
of common stock of the Fund, including any fractions thereof.
l) WRITTEN INSTRUCTIONS: The term Written Instructions shall mean an
authorization, instruction, approval, item or set of data, or
information of any kind transmitted to FFC in original writing
containing original signatures, or a copy of such document transmitted
by facsimile, including transmission of such signature, or other
mechanical or documentary means at the request of a person or persons
reasonably believed in good faith by FFC to be a person or persons
authorized by a resolution of the Board to give Written Instructions on
behalf of the Fund. Each Written Instruction shall specify whether it
is applicable to all of the Fund or a specific Series or Class.
SECTION 3. FURNISHING OF EXISTING ACCOUNTS AND RECORDS. The Fund shall
promptly turn over to FFC such of the Accounts and Records (as defined in
Section 4(a)) previously maintained by or for it as are necessary for FFC to
perform its functions under this Agreement. The Fund authorizes FFC to rely on
such Accounts and Records turned over to it and hereby indemnifies and will hold
FFC, its successors and assigns, harmless of and from any and all expenses,
damages, claims, suits, liabilities, actions, demands and losses whatsoever
arising out of or in connection with any error, omission, inaccuracy or other
deficiency of such Accounts and Records or in the failure of the Fund to provide
any portion of such or to provide any information needed by FFC to knowledgeably
perform its functions.
SECTION 4. SERVICES TO BE PERFORMED. For each Series and Class thereof,
FFC shall perform the services listed in this Section. FFC and the Fund's
administrator, ▇▇▇▇▇▇▇▇ Fund Advisors Inc., or sub-administrator, Forum
Financial Services, Inc. ("Forum"), may from time to time adopt such procedures
as they agree upon to implement the terms of this Section.
(a) PREPARATION AND MAINTENANCE OF ACCOUNTS AND RECORDS. To the extent it
receives the necessary information from the Fund and its agents by Written or
Oral Instructions (as defined in Section 4), FFC shall maintain, in accordance
with Rule 31a-1 under the Act, the following accounts and records ("Accounts and
Records") relating to the business of the Fund, and each Series and Class
thereof, in such form as may be mutually agreed to between the Fund and FFC:
1) Cash Receipts Journal
2) Cash Disbursements Journal
3) Dividends Paid Record
4) Purchase and Sales Journal - Portfolio Securities
5) Subscription and Redemption Journals
6) Security Ledgers
7) Broker-Dealer Ledger
8) General Ledger
9) Daily Expense Accruals
10) Daily Interest Accruals
11) Securities and Monies borrowed or loaned and collateral therefore
12) Daily Trial Balances
13) Investment Income Journal
14) Other records required by the Rule or any successor rule or pursuant
to interpretations thereof to be kept by open-end management
investment companies, but limited to those provisions of the Rule
applicable to portfolio transactions (but not the records the adviser
is required to maintain pursuant to 31a-1(b)(5), (6) and (7)), or as
agreed upon by the parties hereto.
The Accounts and Records shall be prepared and maintained in such form, for
such periods and in such locations as may be required by Rule 31a-2 under the
Act. The Accounts and Records maintained by FFC shall be the property of the
Fund, and shall be made available to the Fund promptly upon request. FFC shall
assist the Fund's independent auditors, or upon approval of the Fund, or upon
demand, any regulatory body, in any requested review of the Fund's Accounts and
Records, but shall be reimbursed for all expenses and employee time invested in
any such review outside of routine and normal periodic reviews. Upon receipt
from the Fund of the necessary information, FFC shall supply the necessary data
for the Fund or accountant's completion of any necessary tax returns,
questionnaires, periodic reports to shareholders and such other reports and
information requests as the Fund and FFC shall agree upon from time to time.
The Fund, prior to 4:00 p.m., Eastern time, will furnish FFC with Written
or Oral Instructions containing all necessary information (exclusive of
portfolio prices) to perform the above functions and to calculate the net asset
value of each Series of the Fund. The Fund shall indemnify and hold harmless
FFC from and against any liability arising from any discrepancy between the
information received by FFC and used in such calculations and any subsequent
information received from the Fund or any of its designated agents or pricing
services.
It shall be the responsibility of the Fund to furnish or cause to be
furnished to FFC, the declaration, record, payment dates and amounts of any
dividends or income and any other special actions required on or concerning each
of its portfolio securities.
(b) CALCULATION OF NET ASSET VALUE. FFC shall perform the ministerial
calculations necessary to calculate the net asset value of each Series and Class
of the Fund daily, in accordance with the Fund's current Prospectus except where
the Fund has given or caused to be given specific Written or Oral Instructions
to utilize a
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different method of calculation. If required because quotes are not available,
portfolio securities shall be given such values as the Fund or its agent
provides by Written or Oral Instructions. FFC shall have no responsibility or
liability for the accuracy of the information supplied by the Fund; or for any
loss, liability, damage or cost arising out of any inaccuracy of such data. FFC
shall have no responsibility or duty to include information or valuations to be
provided by the Fund or its designated agent in any computation unless and until
it is timely supplied to FFC in useable form. Unless the necessary information
to calculate the net asset value daily is furnished by Written or Oral
Instructions from the Fund or its designated agent, FFC shall incur no
liability, and the Fund shall indemnify and hold harmless FFC from and against
any liability arising from any failure to provide complete information or from
any discrepancy between the information received by FFC and used in such
calculation and any subsequent information received from the Fund or any of its
designated agents.
SECTION 5. WRITTEN AND ORAL INSTRUCTIONS. Each Written Instruction shall
set forth the specific transaction or type of transaction involved, including a
specific statement of the purpose for which such action is requested. Oral
instructions will be considered proper instructions if FFC reasonably believes
them to have been given by a person authorized to give such instructions with
respect to the transactions involved. The Fund shall cause all Oral
Instructions to be confirmed in writing. Upon receipt of a certificate of the
Secretary or an Assistant Secretary as to the authorization by the Board of the
Fund, Oral Instructions may include communications effected directly between
electromechanical or electronic devices, provided that the Board and FFC are
satisfied that such procedures afford adequate safeguards for the Fund's assets.
SECTION 6. RELIANCE ON INSTRUCTIONS. For all purposes under this
Agreement, FFC is authorized to act upon receipt of the first of any Written or
Oral Instruction it receives from the Fund or its agents on behalf of the Fund.
In cases where the first Instruction is an Oral Instruction, a confirming
Written Instruction shall be delivered, and in cases where FFC receives an
Instruction, whether Written or Oral, to enter a portfolio transaction on the
records, the Fund shall cause the broker-dealer executing the trade to send a
written confirmation to FFC. FFC shall be entitled to rely on the first
Instruction received, and for any act or omission undertaken in compliance
therewith shall be free of liability and fully indemnified and held harmless by
the Fund, provided however, that in the event a Written or Oral Instruction
received by FFC is countermanded by a timely later Written or Oral Instruction
received by FFC prior to acting upon such countermanded Instruction, FFC shall
act upon such later Written or Oral Instruction. The sole obligation of FFC
with respect to any follow-up or confirming Written Instruction, Oral
Instruction in documentary or written form, or Broker-Dealer written
confirmation shall be to make reasonable efforts to detect any discrepancy
between the original Instruction and such confirmation and to report such
discrepancy to the Fund. The Fund shall be responsible, at the Fund's expense
for taking any action, including any reprocessing, necessary to correct any
discrepancy or error, and to the extent such action requires FFC to act, the
Fund shall give FFC specific Written Instructions as to the action required.
SECTION 7. MONTHLY STATEMENTS. At the end of each month, the Fund shall
cause the Custodian to forward to FFC a monthly statement of cash and portfolio
transactions, which FFC shall reconcile with FFC's Accounts and Records
maintained for the Fund. FFC will report any discrepancies to the Custodian,
and report any unreconciled items to the Fund.
SECTION 8. PERIODIC REPORTS. FFC shall promptly supply daily and periodic
reports to the Fund or its agents as requested by the Fund and agreed upon by
FFC. FFC shall prepare and maintain appropriate work papers to support the
accounts that it maintains pursuant to this Agreement. FFC will prepare the
following financial reports: (a) Daily trial balances; (b) Semi-annual and
annual reports containing required financial statements; and (c) Schedules of
purchases and sales of securities.
SECTION 9. SHARE INFORMATION. The Fund shall, and shall require each of
its agents (including without limitation its Transfer Agent and its Custodian),
to provide FFC as of the close of each business day, or on such other schedule
as the Fund determines is necessary, (to be delivered to FFC by 10:00 a.m. the
next following business day) all data and information necessary for FFC to
maintain the Fund's Accounts and Records and FFC may conclusively assume that
the information to be received is complete and accurate. Among the information
to be received by FFC are reports of share purchases, redemptions, and total
shares outstanding on the next business
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day after each net asset valuation. If supplied by the Fund, any such
information shall be supplied by Written or Oral Instructions.
SECTION 10. OTHER PROCEDURES. FFC and the Fund may from time to time
adopt such procedures as they agree upon in writing, and FFC may conclusively
rely on a determination by the Fund that any procedure approved by the Fund, or
directed by the Fund, does not conflict with or violate any requirements of the
respective Prospectus, Trust Instrument, or any rule or regulation of any
regulatory body or governmental agency. The Fund shall be responsible for
notifying FFC of any changes in regulations or rules which might necessitate
changes in FFC's procedures, and for working out with FFC such changes.
SECTION 11. STANDARD OF CARE; LIMITATION OF LIABILITY; INDEMNIFICATION.
FFC, in performing under the terms and conditions of this Agreement, shall use
its best judgment and efforts in rendering the services described herein, and
shall incur no liability for its status hereunder or for any reasonable actions
taken or omitted in good faith. As an inducement to FFC's undertaking to render
these services, the Fund hereby agrees to indemnify and hold harmless FFC, its
employees, agents, officers and trustees, from any and all loss, liability and
expense, including any legal expenses, arising out of FFC's performance under
this Agreement, or status, or any act or omission of FFC, its employees, agents,
officers and trustees; provided that this indemnification shall not apply to
FFC's actions taken or failures to act in cases of FFC's own bad faith, willful
misconduct or gross negligence performance of its duties under this Agreement;
and provided further that FFC shall give the Fund notice and reasonable
opportunity to defend against any such loss, claim, damage, liability or expense
in the name of the Fund or FFC, or both. The Fund will be entitled to assume
the defense of any suit brought to enforce any such claim or demand, and to
retain counsel of good standing chosen by the Fund and approved by FFC, which
approval shall not be withheld unreasonably. In the event the Fund does elect
to assume the defense of any such suit and retain counsel of good standing
approved by FFC, the defendant or defendants in such suit shall bear the fees
and expenses of any additional counsel retained by any of them; but in case the
Fund does not elect to assume the defense of any such suit, or in case FFC does
not approve of counsel chosen by the Fund or FFC has been advised that it may
have available defenses or claims which are not available or conflict with those
available to the Fund, the Fund will reimburse FFC, its officers or trustees or
the controlling person or persons named as defendant or defendants in such suit,
for the fees and expenses of any one law firm retained as counsel by FFC or
them. FFC may, at any time, waive its right to indemnification hereunder and
assume its own defense. Without limitation of the foregoing:
a) FFC may rely upon the advice of the Fund or of counsel, who may be
counsel for the Fund or counsel for FFC and upon statements of
accountants, brokers and other persons believed by it in good faith to
be expert in the matters upon which they are consulted, and FFC shall
not be liable to anyone for any actions taken in good faith upon such
statements.
b) FFC may act upon any Oral Instruction which it receives and which it
believes in good faith was transmitted by the person or persons
authorized by the Board of the Fund to give such Oral Instruction.
FFC shall have no duty or obligation to make any inquiry or effort of
certification of such Oral Instruction.
c) FFC shall not be liable for any action taken in good faith reliance
upon any Written Instruction or certified copy of any resolution of
the Board of the Fund, and FFC may rely upon the genuineness of any
such document or copy thereof reasonably believed in good faith by FFC
to have been validly executed.
d) FFC may rely and shall be protected in acting upon any signature,
instruction, request, letter of transmittal, certificate, opinion of
counsel, statement, instrument, report, notice, consent, order, or
other paper document believed by it to be genuine and to have been
signed or presented by the purchaser, Fund or other proper party or
parties.
SECTION 12. COMPENSATION
(a) FEE. For the services provided by FFC pursuant to this
Agreement, the Fund shall pay to FFC a fee with respect to each Series as
calculated in accordance with Appendix B hereto. These fees shall be paid
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monthly in advance. Fees will begin to accrue for each Series on the latter of
the effective date of this Agreement or the date of commencement of operations
of the Series.
(b) REIMBURSEMENT OF EXPENSES. The Fund shall reimburse FFC for all out
of pocket and ancillary costs incurred in providing any fund accounting services
hereunder, including the cost of (or appropriate share of the cost of) (i)
pricing services; (ii) any and all forms and stationery used or specially
prepared for the purpose; (iii) postage; (iv) telephone services; (v) bank fees;
(vi) electronic or facsimile transmission; and (vii) any items the Fund is
responsible for as described in the Fund's agreements with FFC, Forum Financial
Services, Inc., ▇▇▇▇▇▇▇▇ Capital Management International Inc., or ▇▇▇▇▇▇▇▇ Fund
Advisers Inc. The Fund shall reimburse FFC for all expenses and employee time
attributable to any review of the Fund's accounts and records by the Fund's
independent public accountants or any regulatory body outside of routine and
normal periodic reviews. In the event that this agreement is terminated and a
successor fund accountant is appointed, FFC shall be reimbursed for reasonable
charges and disbursements associated with promptly transferring to the successor
fund accountant the original or copies of all books and records maintained by
FFC hereunder, and cooperating with, and providing reasonable assistance to, the
successor fund accountant in the establishment of the books and records
necessary to carry out the successor fund accountant's responsibilities.
SECTION 13. EFFECTIVENESS, DURATION AND TERMINATION.
(a) EFFECTIVENESS. This Agreement shall become effective as of the date
first above written with respect to the International Equity Fund, ▇▇▇▇▇▇▇▇ U.S.
Equity Fund, ▇▇▇▇▇▇▇▇ U.S. Smaller Companies Fund and ▇▇▇▇▇▇▇▇ Emerging Markets
Fund Institutional Portfolio and shall relate to any other Series as of the date
on which FFC first calculates the NAV for that Series.
(b) DURATION. This Agreement shall remain in effect indefinitely.
(c) TERMINATION. This Agreement may be terminated with respect to any
Series, or Class thereof, without the payment of any penalty, (i) by a vote of a
majority of the Fund's Board on 60 days' written notice to FFC or (ii) by FFC on
not less than 60 days' written notice to the Fund. Such termination shall be
effective as of the date specified in the notice. Upon receiving notice of
termination by FFC, the Fund shall use its best efforts to obtain a successor
fund accountant. Upon receipt of written notice from the Fund of the
appointment of the successor fund accountant and Oral or Written Instructions,
and upon payment to FFC of all fees owed through the effective termination date,
and reimbursement for reasonable charges and disbursements (as described in
Section 12), FFC shall promptly transfer to the successor fund accountant the
original or copies of all books and records maintained by FFC hereunder
including, in the case of records maintained on computer systems, copies of such
records in machine-readable form, and shall cooperate with, and provide
reasonable assistance to, the successor fund accountant in the establishment of
the books and records necessary to carry out the successor fund accountant's
responsibilities. For so long as FFC continues to perform any of the services
contemplated by this Agreement after termination of this Agreement (as agreed to
by the Fund and FFC), the provisions of Sections 11 and 12 hereof shall continue
in full force and effect.
SECTION 14. SERVICE DAYS. Nothing contained in this Agreement is intended
to or shall require FFC, 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 days other than a Fund Business Day such days shall
be performed on, and as of, the next Fund Business Day. Notwithstanding the
foregoing, FFC shall compute the net asset value of the Fund on each day
required pursuant to Rule 22 c-1 promulgated under the Act.
SECTION 15. BOARD RESOLUTIONS. The Fund shall file with FFC a certified
copy of the operative resolution of the Board authorizing the execution of
Written Instructions or the transmittal of Oral Instructions.
SECTION 16. NOTICES. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in writing and
shall be delivered in person, or by first-class mail, postage prepaid, or by
overnight or two-day private mail service to the respective party. Notice to
the Fund shall be given as follows until further notice:
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▇▇▇▇▇▇▇▇ Capital Funds (Delaware)
Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Notice to FFC shall be given as follows until further notice:
Forum Financial Corp.
Two ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
SECTION 17. REPRESENTATIONS AND WARRANTIES. The Fund represents and
warrants to FFC that the execution and delivery of this Agreement by the
undersigned officer of the Fund has been duly and validly authorized by
resolution of the Board. FFC represents and warrants to the Fund that the
execution and delivery of this Agreement by the undersigned officer of FFC has
also been duly and validly authorized.
SECTION 18. MISCELLANEOUS.
a) MODIFICATIONS AND AMENDMENTS. No provisions of this Agreement may be
amended or modified in any manner except by a written agreement
properly authorized and executed by both parties hereto.
b) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which, when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and
the same instrument.
c) CONSTRUCTION IF PROVISION DEEMED ILLEGAL OR INVALID. 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.
d) SECTION AND PARAGRAPH HEADINGS. Section and Paragraph headings in this
Agreement are included for convenience only and are not to be used to
construe or interpret this Agreement.
e) NOTICES. Notices, requests, instructions and communications received
by the parties at their respective principal addresses, or at such
other address as a party may have designated in writing, shall be
deemed to have been properly given.
f) SUCCESSORS AND ASSIGNS. This Agreement shall extend to and shall be
binding upon the parties hereto and their respective successors and
assigns; provided, however, that this Agreement shall not be assignable
by the Fund without the written consent of FFC, or by FFC, without the
written consent of the Fund authorized or approved by a resolution of
the Board.
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a) GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
▇▇▇▇▇▇▇▇ CAPITAL FUNDS (DELAWARE)
/s/ L. E. LUCKYN-▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇ ▇. Luckyn-▇▇▇▇▇▇, President
FORUM FINANCIAL CORP.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, President
▇▇▇▇▇▇▇▇ CAPITAL FUNDS (DELAWARE)
FUND ACCOUNTING AGREEMENT
APPENDIX A
SERIES OF ▇▇▇▇▇▇▇▇ CAPITAL FUNDS (DELAWARE)
AS OF MARCH 15, 1996
▇▇▇▇▇▇▇▇ International Fund
▇▇▇▇▇▇▇▇ U.S. Equity Fund
▇▇▇▇▇▇▇▇ U.S. Smaller Companies Fund
▇▇▇▇▇▇▇▇ Emerging Markets Fund Institutional Portfolio
▇▇▇▇▇▇▇▇ Latin American Fund
▇▇▇▇▇▇▇▇ International Smaller Companies Fund
▇▇▇▇▇▇▇▇ Global Asset Allocation Fund
▇▇▇▇▇▇▇▇ CAPITAL FUNDS (DELAWARE)
FUND ACCOUNTING AGREEMENT
APPENDIX B
Standard Fee per Series with one Class $36,000/year
Fee for each additional Class $12,000/year
Plus additional surcharges for each of:
Global or International Funds $24,000/year
Tax Free Money Market Funds $12,000/year
Series with more than 25% of net assets
invested in asset backed securities $1000/month
Series with more than 50% of net assets
invested in asset backed securities $1000/month
Series with more than 100 security positions $1,000/month
Series with a monthly portfolio turnover
rate of 10% or greater $1,000/month
Monthly surcharges are determined based upon the total assets or security
positions as of the end of the prior month and on the portfolio turnover rate
for the prior month. Portfolio turnover rate shall have the meaning ascribed
thereto in Securities and Exchange Commission Form N-1A.
The rates set forth above shall remain fixed through December 31, 1995. On
January 1, 1996, and on each successive January 1, the rates shall be adjusted
to reflect changes in the Consumer Price Index for the preceding calendar year,
as published by the U.S. Department of Labor, Bureau of Labor Statistics.
Notwithstanding the foregoing, FFC agrees, with respect to the ▇▇▇▇▇▇▇▇
U.S. Smaller Companies Fund, to waive its surcharge for Series with more than
100 security positions for so long as the number of security positions remains
close to 100 security positions. If the number of security positions held by
▇▇▇▇▇▇▇▇ U.S. Smaller Companies Fund materially exceeds 100 security positions
for any consecutive two month period, FFC shall have the right, following
notification to the Fund, to be paid the surcharge set forth above for Series
having more than 100 security positions.
During any period in which International Equity Fund or ▇▇▇▇▇▇▇▇ Emerging
Markets Fund Institutional Portfolio, or any other series of the Trust, invests
all (or substantially all) of its investment assets in a registered, open-end
management investment company, or separate series thereof, in accordance with
Section 12(d)(1)(E) under the Investment Company Act of 1940, the fee payable
hereunder shall be $12,000 annually for each series so invested.