ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 19th day of June, 1989 by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), and
PROVIDENT FINANCIAL PROCESSING CORPORATION ("PFPC"), a Delaware corporation
which is an indirect wholly-owned subsidiary of PNC Financial Corp.
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to retain PFPC to provide certain administration
and accounting services, and PFPC is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints PFPC to provide certain
administration and accounting services to the Fund for the period and on the
terms set forth in this Agreement. PFPC accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Paragraph 12 of this Agreement. The Fund presently issues seven series or
classes of shares-which are described in the Prospectus delivered to PFPC
herewith and may from time to time issue additional series or classes or
classify and reclassify shares of such series or class. Hereinafter each such
class shall be referred to as a "Portfolio." The records, notices, reports and
services provided by PFPC hereunder shall be prepared, kept, maintained and
furnished by PFPC in respect of each Portfolio of the Fund existing on the date
hereof, and any Portfolio(s) organized by the Fund after the date hereof as
agreed to in writing by the Fund and PFPC.
2. DELIVERY OF DOCUMENTS. The Fund has furnished PFPC with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Directors authorizing the
appointment of PFPC to provide certain administration and accounting services to
the Fund and approving this Agreement;
(b) Appendix A identifying and containing the signatures of the Fund's
officers and other persons authorized to issue Oral Instructions and to sign
Written Instructions, as hereinafter defined, on behalf of the Fund;
(c) The Fund's Articles of Incorporation filed with the Maryland
Department of Assessments and Taxation on June 15, 1981 and all amendments
thereto (such Articles of Incorporation as presently in effect and as they shall
from time to time be amended, are herein called the "Charter");
(d) The Fund's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are herein
called "By-Laws");
(e) The current Investment Advisory Agreements with Dimensional Fund
Advisors Inc. (the "Advisor") and the Fund (the "Advisory Agreements");
(f) The current Sub-Advisory Agreements between Dimensional Asset
Management Ltd. and The Nomura Securities Investment Trust Management Co. Ltd.
(the "Sub-Advisory Agreements");
(g) The current Distribution Agreement between the Fund and DFA Securities
Inc. (the "Distribution Agreement");
(h) The Custodian Agreement between Provident National Bank ("Provident")
and the Fund dated as of June 19, 1989 (the "Custodian Agreement");
(i) The Transfer Agency Agreement between Provident Financial Processing
Corporation and the Fund dated as June 19, 1989 (the "Transfer Agency
Agreement");
(j) The Fund's most recent Registration Statement on Form N-1A under the
Securities Act of 1933 ("xxx 0000 Xxx") (File No. 2-73948) and under the 1940
Act, as filed with the SEC on February 1, 1989 relating to Shares of the Fund's
Common Stock (hereinafter "Shares"), $.0l par value, and all amendments thereto;
and
(k) The Fund's most recent prospectus or prospectuses ind Statements of
Additional Information relating to the Portfolios (such prospectuses and all
amendments and supplements to such Prospectus and Statement of Additional
Information are herein called the "Prospectus").
The Fund will furnish PFPC from time to time with copies, properly certified or
authenticated, of all amendments of or supplements to the foregoing, if any.
3. DEFINITIONS.
(a) "Authorized Person". As used in this Agreement, the term "Authorized
Person" means any officer of the Fund and any other person, whether or not any
such person is an officer or employee of the Fund, duly authorized by the Board
of Directors of the Fund to give Oral and Written InstructionB on behalf of the
Fund and listed on Appendix A listing persons duly authorized to give Oral and
Written Instructions on behalf of the Fund as may be received by PFPC from time
to time.
(b) "Oral INSTRUCTIONS As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person. The Fund agrees to deliver to PFPC, at the time and in the
manner specified in Paragraph 4(b) of this Agreement, Written Instructions
confirming Oral Instructions.
(c) "WRITTEN Instructions". As used in this Agreement, the term
"Written Instructions" means written instructions delivered by hand, mail,
tested telegram, cable, telex or facsimile sending device, and received by
PFPC, signed by two Authorized Persons. Written Instructions include
electronic transmissions properly originated and confirmed by the Fund.
(d) "AFFILIATE . As used herein, "Affiliate" means any company that
controls, is controlled by, or is under common control with PFPC.
4. INSTRUCTIONS CONSISTENT WITH CHARTER, ETC.
(a) Unless otherwise provided in this Agreement, PFPC shall act only upon
Oral and Written Instructions. Although PFPC may know of the provisions of the
Charter and By-Laws of the Fund, PFPC may assume that any Oral or Written
Instructions received hereunder are not in any way inconsistent with any
provisions of such Charter or By-Laws or any vote, resolution or proceeding of
the Shareholders, or of the Board of Directors, or of any committee thereof.
(b) PFPC shall be entitled to rely upon any Oral Instructions and any
Written Instructions actually received by PFPC from the Fund, the Advisor or a
Sub-Advisor and any Affiliate, provided such Affiliate has not acted negligently
(unless such an Affiliate has received and transmitted erroneous instructions
received from an Authorized Person who is not an Affiliate), pursuant to this
Agreement. The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions in such manner that the Written Instructions are received by
PFPC, whether by hand delivery, telex, facsimile sending device or otherwise, by
the close of business of the same day that such Oral Instructions are given to
PFPC. The Fund agrees that the fact that such confirming Written Instructions
are not received by PFPC shall in no way affect the validity of the transactions
or enforceability of the transactions authorized by the Fund by giving Oral
Instructions. The Fund agrees that PFPC shall incur no liability to the Fund in
acting upon Oral Instructions given to PFPC by the Fund, the Advisor or a
Sub-Advisor hereunder concerning such transactions, provided such instructions
reasonably appear to have been received from an Authorized Person.
5. SERVICES ON a CONTINUING BASIS.
(a) In preparing the accounting records of the Fund, PFPC shall
comply with generally accepted accounting principles (GAAP) or with an
alternative method described in Written Instructions provided that such
alternative method is not unreasonable and would not be burdensome to PFPC.
PFPC will perform the following accounting services for the Fund on an ongoing
or a daily basis, as appropriate, it being
understood that the services provided hereunder shall be provided on a per
Portfolio basis in a manner that properly identifies the Portfolio as to which
such services relate:
(1) On a daily basis, journalize the Fund's investment,
capital share and income and expense activities and post to the general
ledger;
(2) Verify with the custodian, investment buy/sell trade
tickets which may be sent electronically via modem from the Advisor or a
designated Sub-Advisor, and which may include securities acquired for Fund
shares when received from the Advisor or any Sub-Advisor designated in
writing by the Advisor, transmit verified trades to the Fund's custodian for
proper settlement, and PFPC shall promptly notify the Advisor or Sub-Advisor
(as appropriate) of any trades received which have not been so verified;
(3) Maintain individual ledgers for investment securities;
(4) Maintain historical tax lots for each security;
(5) Reconcile cash and investment balances with the
custodian, and provide the Advisor and any Sub-Advisor designated by the
Advisor with the beginning cash balances available for investment purposes;
(6) Update the cash availability and projected
receivables/payables throughout the day as required by the Advisor and any
Sub-Advisor designated in writing by the Advisor and direct the custodian to
invest idle cash in repurchase agreements, and/or registered investment
companies, and/or in other liquid investments as mutually agreed upon in
accordance with the Written Instructions of the Advisor or such Sub-Advisor;
(7) Post to and prepare the Statement of Assets and
Liabilities and the Statement of Operations;
(8) Calculate various contractual expenses (e.g., advisory
and custody fees) and confirm to the Fund the amounts paid by the Fund in
respect of such contracts as provided for therein;
(9) Monitor the expense accruals and notify Fund management
of any proposed adjustments;
(10) Control all disbursements and authorize such
disbursements upon Written Instructions;
(11) Calculate capital gains and losses;
(12) Determine net income;
(13) Obtain security market quotes and foreign currency
exchange rates from independent pricing services approved by the Fund, or if
such quotes are unavailable, then obtain such prices from, or in accordance
with the directions of, the Advisor or a Sub-Advisor, and in either case
calculate the market value of the Fund's investments;
(14) Transmit or mail a copy of the daily portfolio valuations
and a listing of acquisitions and dispositions of securities of the Fund and, as
of each month-end, transmit or mail a floppy diskette reflecting securities
holdings to the Advisor and any Sub-Advisor designated by the Advisor hereunder;
(15) Consistent with the requirements of the prospectus dated
April 9, 1989 or Written Instructions which change those requirements, compute
the net asset values and, where applicable, the public offering prices of the
Portfolios and promptly report thereon to NASDAQ and the custodian;
(16) Compute, and report to the Fund, each Portfolio's yields,
total return, expense ratios, portfolio turnover rate, and, portfolio average
dollar-weighted maturity; and
(17) Compute amounts of foreign currency needed to settle foreign
securities transactions, and in accordance with Written Instructions, enter into
forward currency contracts with banks and brokers.
(b) In addition to the accounting services described in the foregoing
Paragraph 5(a), PFPC will:
(1) Prepare monthly financial statements, which will include the
following items (the form and content of such statements shall be in accordance
with generally accepted accounting principles):
Schedule of Investments
Statement of Assets and Liabilities
Statement of Shareholders' Equity
Statement of Operations
Statement of Changes in Net Assets Cash Statement
Schedule of Capital Gains and Losses;
(2) Prepare quarterly broker security transactions summaries,
including monthly reports of brokerage commissions paid setting forth such
information as the Fund may reasonably request and as to which the parties may
agree;
(3) Prepare monthly security transaction listings;
(4) Supply various Fund statistical data and reports as requested by
the Fund on an ongoing basis including the reports set forth on Schedule A
hereto;
(5) Prepare for execution and file the Fund's Federal and state
income tax returns, Federal Excise Tax returns, tax returns for the States of
Maryland and California and any supporting schedules to such returns and assist
the Fund in determining the amount, types and timing of dividend and capital
gains distributions necessary for each Portfolio to avoid being required to pay
Federal Income or Excise taxes on its income and gains;
(6) Assist in the preparation of and file the Fund' s Semi-Annual
Reports with the SEC on Form N-SAR;
(7) Assist in the preparation of and file with the SEC the Fund's
annual, semi-annual, and quarterly Shareholder reports;
(8) Assist in the preparation of registration Statements on Form N-lA
and other filings relating to the registration of Shares;
(9) Monitor and report monthly to the Fund's Board each Portfolio's
status as a regulated investment company under Sub-chapter M of the Internal
Revenue Code of 1986, as amended;
(10) In the event that any securities transaction of the Covered
Portfolios, as defined in the Custodian Agreement, fails to settle in accordance
with Written or Oral Instructions, PFPC shall promptly notify the Advisor or
Sub-Advisor;
(11) Monitor each Portfolio's securities POS3'.tions to determine
whether, with respect to 75 percent of the value of each Portfolio's total
assets, more than 5 percent of the value of each Portfolio's total assets are
invested in any one issuer and, if so, alert the Fund as soon as practicable of
such circumstances.
6. RECORDS. PFPC shall keep the following records:
(a) all books and records with respect to the Fund's books of
account, including without limitation those required by rule 31a-I under the
1940 Act (except paragraphs b(4) and (9) and records necessary to support
each Portfolio's tax returns; and
(b) records of the Fund's securities and exchange listed financial
futures and forward currency transactions. The books and records pertaining
to the Fund which are in the possession of PFPC shall be the property of the
Fund and shall be returned to the Fund or its designee upon request. Such
books and records shall be prepared and maintained as required by the 1940
Act and other applicable laws and rules and regulations. The Fund, or the
Fund's authorized representatives, shall have access to such books and
records at all times during PFPC's normal business hours. Upon the request
of the Fund, copies of any such books and records shall be provided by PFPC
to the Fund or the Fund's authorized designee or representative at the Fund's
expense.
7. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the
Fund's independent public accountants and shall provide them with account
analyses, fiscal year summaries,-and such other information, including audit
related schedules as may be necessary to assure that the necessary
information is made available to such accountants for the expression of their
opinion, as such may be required by the Fund from time to time.
8. CONFIDENT. PFPC agrees on behalf of itself and its employees to
treat confidentially all records and other information relative to the Fund
and its prior, present or potential Shareholders or relative to the Advisor,
the Sub-Advisors or Distributor and their prior, present or potential
customers, except, after prompt prior notification to and approval in writing
by the Fund, which approval may not be withheld where PFPC reasonably
believes that it may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.
9. In the event of equipment failures beyond PFPC's control, PFPC shall,
at no additional expense to the Fund, promptly notify the Fund and take prompt,
reasonable steps to minimize service interruptions
but shall have no liability with respect thereto except, at its own expense, to
reconstruct any records of the Fund that PFPC is required to prepare and
maintain hereunder. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available. An equipment failure shall be beyond PFPC's control if it results
from one or more of the events described in the last sentence of the first
paragraph of Paragraph 14 hereunder.
10. RIGHT TO RECEIVE ADVICE. PFPC shall be protected in any action or
inaction that PFPC takes in reliance on advice of PFPC's counsel. PFPC shall
promptly notify the Fund of the receipt of such advice within a reasonable time.
11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. PFPC agrees to
perform its duties hereunder in accordance with applicable law; however, PFPC
assumes no responsibility for ensuring that the Fund complies with the
applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the CEA,
and any laws, rules and regulations of governmental authorities having
jurisdiction.
12. COMPENSATION. As compensation for the services rendered by PFPC
during the term of this Agreement, the Fund will pay to PFPC an annual fee
calculated daily and payable monthly, as may be agreed to in writing from
time-to time by the Fund and PFPC.
13. INDEMNIFICATION. (a) The Fund agrees to indemnify and hold harmless
PFPC and its sub-contractors from all taxes, charges, expenses (except expenses
that are inherent to its duties hereunder), assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the
Securities Exchange Act of 1934, the 1940 Act, the CEA, and any state and
foreign securities and blue sky laws, all as or to be amended from time to
time), including (without limitation) reasonable attorneys' fees and
disbursements, arising directly or indirectly from any action or thing which
PFPC takes or does or omits to take or do (i) at the request or on the direction
of or in reliance on the advice of the Fund or the Fund's counsel on behalf of
the Fund or (ii) upon Oral or Written Instructions provided by the Fund, the
Advisor or any Sub-Advisor or any Affiliate, provided such Affiliate has not
acted negligently (unless such an Affiliate has received and transmitted
erroneous instructions received from an Authorized Person that is not an
Affiliate), provided, that neither PFPC nor any of its sub-contractors shall
be indemnified against any liability (or any expenses incident to such
liability) arising out of PFPC's own misfeasance, bad faith, negligence or
disregard of its duties and obligations under this Agreement.
(b) PFPC shall not pay or settle any claim, demand, expense or
liability in respect of which PFPC is entitled to be indemnified pursuant to
paragraph (a) above an ("Indemnifiable Claim") without the express written
consent of the Fund. PFPC shall notify the Fund promptly of receipt of
notification of an Indemnifiable Claim. Unless the Fund notifies PFPC within 30
days of receipt of Written Notice of such Indemnifiable Claim that the Fund does
not intend to defend such Indemnifiable Claim, the Fund shall defend PFPC from
such Indemnifiable Claim. The Fund shall have the right to defend any
Indemnifiable Claim at its own expense, such defense to be conducted by counsel
selected by the Fund. Further, PFPC may join the Fund in such
defense at PFPC's own expense, but to the extent that it shall so desire, the
Fund shall direct such defense. If the Fund shall fail or refuse to defend, pay
or settle an Indemnifiable Claim, PFPC, at the Fund's expense consistent with
the limitations concerning attorney's fees expressed in Paragraph 13(a) hereof,
may provide its own defense.
14. RESPONSIBILITY OF PFPC. PFPC hereby represents that it is experienced
in the provision of the services covered by this Agreement. In the performance
of its duties hereunder, PFPC shall be obligated to exercise due care and
diligence and to act in a timely manner and good faith to assure the accuracy
and completeness of all services performed under this Agreement. PFPC shall be
under no duty to take any action on behalf of the Fund except as specifically
set forth herein or as may be specifically agreed to by PFPC in writing. PFPC
shall be responsible for its own negligent failure to perform its duties under
this Agreement. In assessing negligence for purposes of this Agreement, the
parties agree that the standard of care applied to PFPC's conduct shall be the
care that would be exercised by a similarly situated service provider, supplying
substantially the same services under substantially the same circumstances.
Notwithstanding the foregoing, PFPC shall not be responsible for losses beyond
its control, provided that PFPC has acted in accordance with the provisions of
this Agreement and the standard of care set forth above and provided further
that PFPC shall only be responsible for that portion of losses or damages
suffered by the Fund attributable to the negligence of PFPC. Losses shall be
beyond PFPC's control if they result from or occur because of delays or errors
or loss of data provided by persons other than PFPC, its affiliates or their
respective employees or agents, or acts of civil or military authority, national
emergencies, labor difficulties (other than those of PFPC or its Affiliates),
fire, equipment failure resulting from forces external to the premises of PFPC
or its Affiliates, flood or catastrophe, acts of God, insurrection, war, riots
or failure of the mails, transportation, communication or power supply external
to the premises of PFPC or its Affiliates and such other circumstances beyond
PFPC's control. Without limiting the generality of the foregoing or of any
other provision of this Agreement, PFPC in connection with its duties under this
Agreement shall not be under any duty or obligation to inquire into and shall
not be liable for or in respect of the validity or invalidity or authority or
lack thereof of any Oral or Written Instruction received from the Fund, the
Advisor or a Sub-Advisor-designated hereunder or an Affiliate, provided such
Affiliate has not acted negligently (unless such an Affiliate has received and
transmitted erroneous instructions received from an Authorized Person that is
not an Affiliate), notice or other instrument which conforms to the applicable
requirements of this Agreement, and which PFPC reasonably believes to be
genuine, PFPC shall have no liability to the Fund for any losses or damages, the
nature of which is or was remote, unforeseen, unforeseeable or beyond the scope
of reasonable anticipation at the time this Agreement was executed.
15. DURATION AND TERMINATION. This Agreement shall continue in effect for
one year from the date hereof. This agreement may be terminated by either party
on or after the first anniversary hereof upon not less than 180 days prior
written notice to the other party. The foregoing conclusions notwithstanding,
either party may terminate this Agreement in the event of a material breach of
the terms hereof after written notice to the other party of such breach and a
reasonable time for cure of such breach, unless such breach is not curable and,
in such
circumstances, this Agreement shall terminate, at the option of the injured
party, three months after the date such notice is given.
16. NOTICES. All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
Paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if to PFPC at
PFPC's address, Bedford Building, 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx
00000; (b) if to the Fund, at the address of the Fund; or (c) if to neither of
the foregoing, at such other address as shall have been notified to the sender
of any such Notice or other communication. All postage, cable, telex, or
facsimile sending device charges arising from the sending of a Notice hereunder
shall be paid by the sender.
17. FURTHER ACTIONS. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
18. AMENDMENTS. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
19. DELEGATION. On thirty (30) days prior written notice to the
Fund, PFPC may assign its rights and delegate its duties hereunder to any
wholly-owned direct or indirect subsidiary of Provident National Bank or PNC
Financial Corp provided that (i) the delegate agrees with PFPC to comply with
all relevant provisions of this Agreement and applicable law; and (ii) PFPC and
such delegate shall promptly provide such information as the Fund may request,
and respond to such questions as the Fund may ask, relative to the delegation,
including (without limitation) the capabilities of the delegate. In the event
of such delegation, PFPC shall remain liable under this Agreement.
20. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
21. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties thereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, with respect to Written and/or Oral Instructions. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
This Agreement shall be binding and shall inure to the benefit of the parties
hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed by their officers designated below on the day and year first above
written.
[SEAL]
DFA INVESTMENT DIMENSIONS
GROUP INC.
Attest: Xxxxxxx X. Xxxxxx By: Xxxxxx Xxxxxx Xxxxxxxxxxx
----------------- -------------------------
Vice President Executive Vice President
[SEAL]
PROVIDENT FINANCIAL
PROCESSING CORPORATION
By: Xxxxxx X. Xxxxx By: Xxxxxx X. Xxxxx, President
--------------- --------------------------
SR. Vice President
Exhibit A - Administrative Service Agreement
Following is a list of statistics and special reports to be produced by PFPC in
connection with the administrative services agreement with DFA Investment
Dimensions Group Inc.:
Report or Statistic Frequency
------------------- ---------
a. Expense ratio analysis Monthly
b. Brokerage commission report and
affiliated brokerage report Quarterly/Annually
Year-to-date daily net asset
value per share listing by portfolio Monthly
c. Statistical package Monthly
d. Listing of securities for which
quotations are not readily available
(for Board meetings) Quarterly
e. Split xxxx report Quarterly
f. Breakdown of net asset value per
share for the Continental Small Company Weekly & Monthly
INDEX
Paragraph . . . . . . . . . . . . . . . . . . . . . . . Page
1. Appointment . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Delivery of Documents . . . . . . . . . . . . . . . . . . . 2
3. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 4
4. Instructions Consistent with Charter,
Declaration, etc. . . . . . . . . . . . . . . . . . . . . . 5
5. Services on a Continuing Basis . . . . . . . . . . . . . . . . . 6
6. Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7. Liaison With Accountants . . . . . . . . . . . . . . . . . . . . 12
5. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . 12
9. Equipment Failures . . . . . . . . . . . . . . . . . . . . . . . 12
10. Right to Receive Advice. . . . . . . . . . . . . . . . . . . . . 14
11. Compliance with Governmental Rules and Regulations . . . . . . . 14
12. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 14
13. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . 14
14. Responsibility of PFPC . . . . . . . . . . . . . . . . . . . . . 16
15. Duration and Termination . . . . . . . . . . . . . . . . . . . . 18
16. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
17. Further Actions. . . . . . . . . . . . . . . . . . . . . . . . . 19
18. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
19. Assignment; Delegation . . . . . . . . . . . . . . . . . . . . . 20
20. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 20
21. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . 20
