ALLOCATION AGREEMENT AMONG JOINTLY INSURED PARTIES
THIS ALLOCATION AGREEMENT AMONG JOINTLY INSURED PARTIES (the "Agreement"),
is made as of this 8th day of April, 2008 by and among the parties identified in
Exhibit A to this agreement. The aforementioned parties are collectively
referred to as the "Joint Insureds" for purposes of this Agreement.
WHEREAS, the Joint Insureds desire to be named as joint insureds under a
joint fidelity bond issued by ICI Mutual Insurance Company for the period from
March 31, 2008 to March 31, 2009, which insures against larceny and embezzlement
of officers and employees (the "Fidelity Bond"); and
WHEREAS, the Joint Insureds desire to establish (i) criteria by which
recoveries under the Fidelity Bond shall be allocated among the Joint Insureds
in compliance with Rule 17g-1 under the Investment Company Act of 1940, as
amended (the "Act"), and (ii) the basis on which additional investment companies
may be added as named Joint Insured under the Fidelity Bond;
NOW, THEREFORE, IT IS HEREBY AGREED by and among the parties as follows:
1. Payment of Premiums
Each of the Funds, as such term is defined in Exhibit A to this agreement,
agree that the appropriateness of the allocation of said premium will be
determined jointly by appropriate officers of the Joint Insureds on a periodic
basis, subject to the annual approval of both the Fidelity Bond and this
Allocation Agreement by each respective board of directors or board of trustees,
as the case may be, of each Fund.
2. Allocation of Recoveries
(a) If more than one of the parties hereto is damaged in a single loss for which
recovery is received under the Fidelity Bond, each such party shall receive an
equitable and proportionate share of the recovery, but investment companies
shall receive an amount at least equal to the amount such party would have
received had it provided and maintained a single insured bond with the minimum
coverage as required by Rule 17g-1 under the Act.
(b) If the recovery is inadequate to indemnify fully each such party sustaining
a loss, then the recovery shall be allocated among such parties as follows:
(i) Each such party sustaining a loss shall be allocated an amount equal to the
lesser of that party's actual loss or an amount that would have been received
had the party been insured under a single insured bond (determined as of the
time of the loss) in accordance with the provisions of Rule 17g-1(d)(1) under
the Act.
(ii) The remaining portion of the proceeds shall be allocated to each such party
sustaining a loss not fully covered by the allocation under subparagraph
2(b)(i), above, in the proportion that each such party's last payment of premium
bears to the sum of the last such premium payments of all such parties. If such
allocation would result in any party that had sustained a loss receiving a
portion of the recovery in excess of the loss actually sustained, such excess
portion shall be allocated among the other parties whose losses would not be
fully indemnified. The allocation shall bear the same proportion as each such
party's last payment of premium bears to the sum of the last premium payments of
all parties entitled to receive a share of the excess. Any allocation in excess
of a loss actually sustained by any such party shall be reallocated in the same
manner.
3. Obligation to Maintain Minimum Coverage
(a) The parties hereto agree that the appropriate officers of the Funds will
determine, no less frequently than at the end of each calendar quarter, the
minimum amount of coverage that each Fund would be required to provide and
maintain if covered under a single insured bond as required by Rule 17g-1(d)(1).
(b) In the event that the total amount of the minimum coverages thus determined
exceeds the amount of coverage of the then-effective Fidelity Bond, the boards
of each Fund will be notified and will determine whether it is necessary or
appropriate to increase the total amount of coverage of the Fidelity Bond to an
amount not less than the total amount of such minimums, or to secure such excess
coverage for one or more of the parties hereto, which, when added to the total
coverage of the Fidelity Bond, will equal an amount equal to or greater than
such minimums.
4. Prior Agreements; Termination
This Agreement shall supersede all prior agreements relating to an
allocation of premium on any joint insured bond and shall apply to the present
Fidelity Bond coverage and any renewal or replacement thereof. This Agreement
shall continue until terminated by any party hereto upon the giving of not less
than sixty (60) days' notice to the other parties hereto in writing.
5. Governing Law
This Agreement is governed by the laws of the State of Maryland (without
reference to such state's conflict of law rules).
6. Counterparts
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but which together shall constitute one and the same
instrument.
7. Amendment, Modification, and Waiver
(a) No term or provision of this Agreement may be amended, modified, or waived
without the affirmative vote or action by written consent of each of the parties
hereto.
(b) The Joint Insureds may amend this Agreement to add another party to the
Agreement provided that (a) such party may be included in the Fidelity Bond
pursuant to Rule 17g-1(b) under the Act; (b) the boards of each Fund including a
majority of each Fund's board members who are not "interested persons" of such
Fund shall approve such addition; and (c) the premium paid by each series of the
Funds thereafter would be no more than the premium of an individual policy for a
Fund. In the event another party is added as a Joint Insured under the Fidelity
Bond, such party must agree to be bound by the terms of this Agreement and must
execute and deliver a copy of this Agreement to each Joint Insured.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed by their duly authorized officers as of the date first above
written.
DIAMOND PORTFOLIO INVESTMENT TRUST;
THE WORLD FUNDS, INC.;
THE WORLD INSURANCE TRUST ;
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary
COMMONWEALTH CAPITAL MANAGEMENT, LLC;
COMMONWEALTH FUND ACCOUNTING, INC.;
FIRST DOMINION CAPITAL CORPORATION;
FUND SERVICES, INC.; and
THIRD MILLENNIUM INVESTMENT ADVISORS, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇, III
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▇▇▇▇ ▇▇▇▇▇, III
President
CSI CAPITAL MANAGEMENT, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇
Chief Compliance Officer
DIAMOND PORTFOLIO ADVISORS, LLC
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
REAL ESTATE MANAGEMENT SERVICES GROUP, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇
Chief Compliance Officer
SATUIT CAPITAL MANAGEMENT TRUST; and
SATUIT CAPITAL MANAGEMENT, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman
VONTOBEL ASSET MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Chief Compliance Officer
AMERICAN GROWTH FUND; and
INVESTMENT RESEARCH CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Compliance Officer
WORLD FUNDS TRUST
By:__/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Chairman
Exhibit A
PARTIES TO THE ALLOCATION AGREEMENT
AMONG JOINTLY INSURED PARTIES
DATED AS OF APRIL 8, 2008
DIAMOND PORTFOLIO INVESTMENT TRUST and its series:
DIAMOND PORTFOLIO LARGE CAP QUALITY GROWTH FUND
SATUIT CAPITAL MANAGEMENT TRUST and its series:
SATUIT CAPITAL MICRO CAP FUND
SATUIT CAPITAL SMALL CAP FUND
THE WORLD FUNDS, INC. and its series:
CSI EQUITY FUND
DIVIDEND CAPITAL REALTY INCOME FUND
EASTERN EUROPEAN EQUITY FUND
EPOCH GLOBAL EQUITY SHAREHOLDER YIELD FUND
EPOCH INTERNATIONAL SMALL CAP FUND
EPOCH U.S. ALL CAP EQUITY FUND
THE EXCEPTIONATOR FUND
OSPREY CONCENTRATED LARGE CAP VALUE EQUITY FUND
REMS REAL ESTATE VALUE-OPPORTUNITY FUND
THIRD MILLENNIUM RUSSIA FUND
AMERICAN GROWTH FUND
WORLD FUNDS TRUST and its series:
COMMONWEALTH SMALL CAP FUND
THE WORLD INSURANCE TRUST and its series:
CSI EQUITY PORTFOLIO
(each a "Fund" and collectively, the "Funds");
COMMONWEALTH CAPITAL MANAGEMENT, LLC
COMMONWEALTH FUND ACCOUNTING, INC.
CSI CAPITAL MANAGEMENT, INC.
FIRST DOMINION CAPITAL CORPORATION
DIAMOND PORTFOLIO ADVISORS, LLC
FUND SERVICES, INC.
REAL ESTATE MANAGEMENT SERVICES GROUP, LLC
SATUIT CAPITAL MANAGEMENT, LLC
THIRD MILLENNIUM INVESTMENT ADVISORS, LLC
VONTOBEL ASSET MANAGEMENT, INC.
INVESTMENT RESEARCH CORPORATION