Exhibit to Form N-1A
Exhibit (9)(b)(i) Administration Agreement
ADMINISTRATION AGREEMENT
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THIS AGREEMENT, dated as of the ___________ day of ______________________,
1995, made by and between The Xxxxxxx Funds, a Delaware business trust (the
"Trust") operating as a registered investment company under the Investment
Company Act of 1940, as amended (the "Act"), duly organized and existing under
the laws of the State of Delaware and FUND/PLAN SERVICES, INC. ("Fund/Plan"), a
corporation duly organized and existing under the laws of the State of Delaware
(collectively, the "Parties").
W I T N E S S E T H T H A T:
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WHEREAS, the Trust is an investment company registered under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Trust is authorized by its Agreement and Declaration of Trust
to issue separate series of shares representing interests in separate investment
portfolios (the "Series"), which Series are identified on Schedule "C" attached
hereto, and which Schedule "C" may be amended from time to time by mutual
agreement of the Trust and Fund/Plan; and
WHEREAS, the Parties desire to enter into an agreement whereby Fund/Plan
will provide certain administration services to the Trust on the terms and
conditions set forth in this Agreement; and
WHEREAS, Fund/Plan is willing to serve in such capacity and perform such
administrative services under the terms and conditions set forth below; and
WHEREAS, the Trust will provide all necessary information to Fund/Plan
concerning the Series so that Fund/Plan may appropriately execute its
responsibilities hereunder;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and in exchange of good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the Parties hereto,
intending to be legally bound, do hereby agree as follows:
SECTION 1. APPOINTMENT. The Trust hereby appoints Fund/Plan as
administrator and Fund/Plan hereby accepts such appointment. All portfolios
added to the Trust in the future and all current portfolios of the Trust are
included under this Agreement.
SECTION 2. DUTIES AND OBLIGATIONS OF FUND/PLAN.
(a) Subject to the succeeding provisions of this section and subject to the
direction and control of the Board of Trustees of the Trust, Fund/Plan shall
provide to each of the Series all administrative services set forth in Schedule
"A" attached hereto, which Schedule is incorporated by reference in its entirety
into this Agreement. In addition to the obligations set forth in Schedule "A",
Fund/Plan shall (i) provide its own office space, facilities, equipment and
personnel for the performance of its duties under this Agreement; and (ii) take
all actions it deems necessary to properly execute the administrative
responsibilities of the Trust.
(b) So that Fund/Plan may perform its duties under the terms of this
Agreement, the Board of Trustees of the Trust shall direct the officers,
investment advisor, distributor, legal counsel, independent accountants and
custodian of the Trust to cooperate fully with Fund/Plan and to provide such
information, documents and advice relating to the Trust as is within the
possession or knowledge of such persons provided that no such person need
provide any information to Fund/Plan if to do so would, in the reasoned opinion
of counsel to the Trust, result in the loss of any privilege or confidential
treatment with respect to such information. In connection with its duties,
Fund/Plan shall be entitled to rely, and shall be held harmless by the Trust
when acting in reasonable reliance upon the instruction, advice or any documents
provided by the Trust to Fund/Plan by any of the aforementioned persons. All
fees charged by any such persons shall be deemed an expense of the Trust.
(c) Any activities performed by Fund/Plan under this Agreement shall conform
to the requirements of:
(1) the provisions of the Investment Company Act of 1940, as amended
(the "Act") and the Securities Act of 1933, as amended, and of any
rules or regulations in force thereunder;
(2) any other applicable provision of state and federal law;
(3) the provisions of the Trust Instrument of the Trust and By-laws of
the Trust, as amended from time to time;
(4) any policies and determinations of the Board of Trustees of the
Trust; and
(5) the fundamental policies of the Trust as reflected in its
registration statement filed pursuant to the Act.
Fund/Plan acknowledges that all records that it maintains for the Trust are
the property of the Trust and will be surrendered promptly to the Trust upon
written request. Fund/Plan will preserve, for the periods prescribed under Rule
31a-2 under the Act, all such records required to be maintained under Rule 31a-1
of the Act.
(d) Nothing in this Agreement shall prevent Fund/Plan or any officer thereof
from acting as administrator for any other person, firm or corporation. While
the administrative services supplied to the Trust may be different than those
supplied to other persons, firms or corporations, Fund/Plan shall provide the
Trust equitable treatment in supplying services. The Trust recognizes that it
will not receive preferential treatment from Fund/Plan as compared with the
treatment provided to other Fund/Plan clients. Fund/Plan agrees to maintain the
records and all other information of the Trust in a confidential manner and
shall not use such information for any purpose other than the performance of
Fund/Plan's duties under this Agreement.
SECTION 3. ALLOCATION OF EXPENSES All costs and expenses of the Trust
shall be paid by the Trust including, but not limited to:
(a) fees paid to an investment advisor (the "Advisor");
(b) interest and taxes;
(c) brokerage fees and commissions;
(d) insurance premiums;
(e) compensation and expenses of its Trustees who are not affiliated
persons of the Advisor;
(f) legal, accounting and audit expenses;
(g) custodian and transfer agent, or shareholder servicing agent, fees
and expenses;
(h) fees and expenses incident to the registration of the shares of the
Trust under Federal or state securities laws;
(i) expenses related to preparing, setting in type, printing and mailing
prospectuses, statements of additional information, reports and
notices and proxy material to shareholders of the Trust;
(j) all expenses incidental to holding meetings of shareholders and
Trustees of the Trust;
(k) such extraordinary expenses as may arise, including litigation,
affecting the Trust and the legal obligations which the Trust may
have regarding indemnification of its officers and Trustees; and
(l) fees and out-of-pocket expenses paid on behalf of the Trust by
Fund/Plan.
SECTION 4. COMPENSATION OF FUND/PLAN.
(a) The Trust agrees to pay Fund/Plan, and Fund/Plan agrees to accept as
full compensation for all services rendered hereunder, an annual fee payable
monthly and computed on the average daily net assets of the Trust at the end of
each business day at the annual rate as set forth in Schedule "B" to this
Agreement and reasonable out-of-pocket expenses incurred by Fund/Plan in the
performance of services hereunder. Except as hereinafter set forth,
compensation under this Agreement shall be calculated and accrued daily and the
amounts of the daily accruals shall be paid monthly. The minimum fee to be paid
by the Trust as constituted this date shall be $75,000 annually. New multiple
class portfolios added to the Trust shall bear a minimum annual fee of $10,000.
The Fee Schedule shall be fixed for the initial term of the Agreement, as
described below, with a fee increase
thereafter not to exceed 10%. Out-of-pocket expenses shall include
telecommunication charges, postage and delivery charges, record retention costs,
reproduction charges and transportation and lodging costs. The Trust authorizes
Fund/Plan to debit the Trust's custody account for invoices which are rendered
for the services performed hereunder. The invoices for the services will be
sent to the Trust after the debiting with indication that payment has been made.
Invoices for out-of-pocket expenses shall be reviewed by the Trust promptly upon
receipt and Fund/Plan shall be authorized to debit the Trust's custody account
upon approval of the invoices by the Trust. Upon any termination of this
Agreement before the end of any month, the fee for such part of a month shall be
prorated according to the proportion which such period bears to the full monthly
period and shall be payable upon the date of termination of this Agreement.
Should the Trust be liquidated, merged or acquired by another fund, any deferred
fees would be immediately payable. For the purpose of determining fees payable
to Administrator, the value of the Trust's net assets shall be computed at the
times and in the manner specified in the Trust's Prospectus and Statement of
Additional Information as from time to time in effect.
(b) Should additional or fewer services or functions beyond those
outlined in Section 2 above, or in Schedule "A" attached, be
desired or required of Fund/Plan during the time that this contract
is in effect, a written amendment to this Administration Agreement
reflecting such shall be signed by both Fund/Plan and the Trust,
and the compensation stated in Schedule "B" may be increased or
decreased accordingly.
SECTION 5. DURATION AND TERMINATION.
(a) This Agreement shall go into effect as of the date and year first
written above ("Effective Date") and shall continue in effect until
October 31, 1996. This Agreement shall continue in force from year
to year thereafter, but only so long as such continuance is
approved:
(1) by Fund/Plan;
(2) by vote, cast in person at a meeting called for the purpose, of
a majority of the Trust's Trustees who are not parties to this
Agreement or interested persons (as defined in the Act) of any
such party; and
(3) by vote of a majority of the Trust's Board of Trustees or a
majority of the fund's outstanding voting securities.
(b) The Trust acknowledges that in order for Fund/Plan to perform the
services set forth herein, Fund/Plan has made and will make
significant investments of time and money for equipment, computer
hardware and software, training of personnel and initialization of
the Trust's records, data and information. In the event the Trust is
liquidated, merged or acquired by another Fund, or if it terminates
its contract with Fund/Plan within the initial term of this contract
for any reason other than a material breach of this agreement, the
Trust agrees to pay Fund/Plan within thirty (30) days of such
termination the equivalent of 20% of the minimum fees remaining for
the unexpired term of the Agreement.
(c) Subject to the terms of the preceding paragraph, this Agreement may
be terminated by Fund/Plan at any time without penalty upon giving
the Trust one hundred eighty (180) days written notice (which notice
may be waived in writing by the Trust) and may be terminated by the
Trust at any time upon giving Fund/Plan one hundred twenty (120)
days written notice (which notice may be waived in writing by
Fund/Plan) provided that such termination by the Trust shall be
directed or approved by the vote of a majority of its Trustees.
(d) This Agreement shall automatically terminate in the event of its
assignment. Termination shall not affect the rights of the parties
which have accrued prior thereto.
SECTION 6. AMENDMENT. The terms of this Agreement shall not be waived,
altered, modified, amended or supplemented in any manner whatsoever except by a
written instrument signed by Fund/Plan and the Trust.
SECTION 7. APPLICABLE LAW. This Agreement shall be construed in accordance
with the laws of the Commonwealth of Pennsylvania.
SECTION 8. LIMITATION OF LIABILITY.
(a) The execution and delivery of this contract have been duly
authorized by the Board of Trustees of the Trust and executed on
behalf of the Trust by the undersigned officer of the Trust in his
capacity as an officer of the Trust. The obligations of this
Agreement shall be binding upon the assets and property of the Trust
only and shall not be binding upon any Trustee, officer or
shareholder of the Trust individually.
(b) Fund/Plan, its directors, officers, employees, shareholders and
agents shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the
performance of this Agreement, except a loss resulting from willful
misfeasance, bad faith or negligence on the part of Fund/Plan in the
performance of its obligations and duties under this Agreement.
(c) Any person, even though also a director, officer, employee,
shareholder or agent of Fund/Plan, who may be or become an officer,
trustee, employee or agent of the Trust, shall be deemed, when
rendering services to the Trust or acting on any business of the
Trust (other than services or business in connection with
Fund/Plan's duties hereunder), to be rendering such services to or
acting solely for the Trust and not as a trustee, officer, employee,
shareholder or agent of, or one under the control or direction of
Fund/Plan even though paid by it.
(d) Notwithstanding any other provision of this Agreement, the Trust
shall indemnify and hold harmless Fund/Plan, its directors,
officers, employees, shareholders and agents from and against any
and all claims, demands, expenses and liabilities (whether with or
without basis in fact or law) of any and every nature which
Fund/Plan may sustain or incur or which may be asserted against
Fund/Plan by any person by reason of, or as a result of:
(1) any action taken or omitted to be taken by Fund/Plan in good
faith hereunder;
(2) in reliance upon any certificate, instrument, order or stock
certificate or other document reasonably believed by it to be
genuine and to be signed, countersigned or executed by any duly
authorized person, upon the oral instructions or written
instruction of an authorized person of the Trust or upon the
opinion of legal counsel for the Trust; or
(3) any action taken or omitted to be taken by Fund/Plan in
connection with its appointment in good faith in reliance upon
any law, act, regulation or interpretation of the same even
though the same may thereafter have been altered, changed,
amended or repealed. However, indemnification under this
subparagraph shall not apply to action or omissions of Fund/Plan
or its directors, officers, employees, shareholders or agents in
cases of its or their own negligence, willful misconduct, bad
faith, or reckless disregard of its or their own duties
hereunder.
(e) Fund/Plan shall give written notice to the Trust within ten (10)
business days of receipt by Fund/Plan of a written assertion or
claim of any threatened or pending legal proceeding which may be
subject to this indemnification. However, the failure to notify the
Trust of such written assertion or claim shall not operate in any
manner whatsoever to relieve the Trust of any liability arising from
this Section or otherwise, unless such failure prejudices the Trust.
(f) For any legal proceeding giving rise to this indemnification, the
Trust shall be entitled to defend or prosecute any claim in the name
of Fund/Plan at its own expense and through counsel of its own
choosing if it gives written notice to Fund/Plan within ten (10)
business days of receiving notice of such claim. Notwithstanding the
foregoing, Fund/Plan may participate in the litigation at its own
expense through counsel of its own choosing. If the Trust does
choose to defend or prosecute such claim, then the parties shall
cooperate in the defense or prosecution thereof and shall furnish
such records and other information as are reasonably necessary.
(g) The terms of Section 8 shall survive the termination of this
Agreement.
SECTION 9. NOTICES. All notices, requests, consents and other
communications pursuant to this Agreement shall be in writing and shall be
deemed to have been given when sent by registered or certified mail, return
receipt
requested, or by personal delivery.
(a) Notice to Administrator shall be directed to the following address:
Fund/Plan Services, Inc.
0 X. Xxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, President
(b) Notices to the Trust shall be directed to the following address:
The Xxxxxxx Funds
000 X. XxXxxxx Xx.
Xxxxxxx, XX 00000
Attention: E. Xxxxxx XxXxxxxx, President
SECTION 10. INVALIDITY. Any provision of this Agreement which may be
determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
SECTION 11. SECTION HEADINGS. Section and Paragraph headings are for
convenience only and shall not be construed as part of this Agreement.
SECTION 12. ENTIRE AGREEMENT. This Agreement constitutes the entire
Agreement of the parties hereto.
SECTION 13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original agreement but such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument
to be executed by their duly authorized officers and their seals to be hereunto
affixed, all as of the day and year first above written.
THE XXXXXXX FUNDS FUND/PLAN SERVICES, INC.
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By: E. Xxxxxx XxXxxxxx, President By: Xxxxxxx X. Xxxxx, President
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Attest: Xxxxx X. Xxxxxxx Attest: Xxxxx X. Xxxxx, Secretary
Assistant Secretary
(SEAL) (SEAL)
SCHEDULE "A"
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FUND ADMINISTRATION SERVICES
FOR
THE XXXXXXX FUNDS
I. REGULATORY COMPLIANCE
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A. Compliance - Federal Investment Company Act of 1940
1. Review, report and present for renewal
a. Investment advisory contracts
b. Fidelity bond
c. Underwriting contract
d. Distribution (12b-1) plan (class specific)
e. Administration contract
f. Accounting contract
g. Custody contract
h. Transfer agent and shareholder services contract
2. Filings
a. N-SAR (semi-annual and annual report) (series and class
specific)
b. Initial registration statement on Form N1-A, post-effective
amendments on Form N-1A, and supplements ("stickers")
c. Notice pursuant to Rule 24f-2 (registration of indefinite
number of shares)
d. Filing fidelity bond under Rule 17g-1
e. Filing shareholder reports under Rule 30b2-1
f. Proxy statement, when applicable
3. Annual updates of biographical information and questionnaires for
Trustees and Officers.
B. Compliance - State "Blue Sky" (classes deemed separate funds for filing
purposes)
1. Blue Sky (state registration)
a. Registration of shares (initial/renewal)
b. Monitor sale of shares
c. Report shares sold
d. Filing of federal prospectus and contracts
e. Filing annual and semi-annual reports with states
C. Compliance - Prospectus
1. Analyze and review portfolio reports from Advisor regarding:
a. compliance with investment objectives
b. maximum investment by company/industry size
SCHEDULE "A"
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II. CORPORATE BUSINESS AND SHAREHOLDER/PUBLIC INFORMATION
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A. Trustees/Management
1. Preparation of Board meetings
a. agendas and resolutions - all necessary items of compliance
b. compile and distribute Board materials
c. attend and record minutes of meetings
d. keep attendance records
e. maintain corporate records/minute book
2. Preparation and distribution of periodic operation reports to
management
B. Coordinate Proposals
1. Printers
2. Auditors
3. Literature fulfillment
4. Insurance
5. Underwriters
C. Maintain Corporate Calendars and Files
1. General
2. Blue sky
D. Release Corporate Information
1. To shareholders
2. To financial and general press
3. To industry publications
a. distributions (dividends and capital gains)
b. tax information
c. changes to prospectus
d. letters from management
e. performance information (class specific)
4. Respond to:
a. financial press, as authorized
b. miscellaneous shareholder inquiries
c. industry questionnaires
5. Prepare, maintain and update monthly information manual
E. Communications to Shareholders
1. Coordinate printing and distribution of annual and semi-annual
reports, proxy statements when applicable and prospectuses
SCHEDULE "A"
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F. Shareholder Meetings
1. Preparation of proxy (matters to be voted on may be class specific)
2. Solicitation of proxies
3. Preparation of minutes and record ballot results
III. FINANCIAL AND MANAGEMENT REPORTING
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A. Income and Expenses (class specific when applicable)
1. Preparation of monthly expense analysis (class specific)
2. Expense figures calculated and accrual levels set (class specific)
3. Monitoring of expenses paid and expense caps (monthly)
4. Approve and prepare authorization for the payment of expenses
5. Checking Account Reconciliation (monthly)
6. Write checks to pay vendors
7. Calculation and payment of advisory fees
B. Distributions to Shareholders (if applicable) (class specific)
1. Projections of distribution amounts - (semi-annually)
a. compliance with Sub-Chapter M income tax provisions
b. compliance with excise tax provisions - schedules prepared
c. compliance with Investment Company Act of 1940
2. Compilation of distributions for tax reporting for shareholders'
1099 Form
C. Financial Reporting
1. Liaison between fund management and auditors
2. Preparation of unaudited and audited financial statements to
shareholders (semi-annually) (class specific, when applicable)
- Statement of Assets and Liabilities - shares, TNA and NAV
@ class level
- Statement of Operations - prepared at fund level
- Statement of Changes in Net Assets - distributions and capital
stock at class level
- Financial Highlights (class specific)
- per share data/analysis
- Footnotes
- Schedule of Investments
3. 60 day delivery to SEC and shareholders
4. Preparation of semi-annual and annual N-SARs and Financial Data
Sheet (Financial Information)
5. Preparation of Post-effective financial statements (if applicable)
D. Other Financial Analyses
1. Sales information, portfolio turnover (monthly)
2. Performance Calculations (monthly) (class specific)
3. 1099 Miscellaneous - prepared for Directors/Trustees (annually)
4. 1099 Dividend insert card prepared - coordinate printing and
mailing (annually)
5. 1099-DIV Form - validate per share amounts and tax status
(annually)
E. Review and Monitoring Functions
SCHEDULE "A"
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1. Review accruals and reclassification entries (class specific)
2. Review Financial Reporting generated entries to ensure proper
update by accounting, ensure proper money movement by reviewing
daily bank statements, expense analysis. Review capital stock
reconciliations
3. Asset Diversification and Income Qualification Tests - (1940 Act)
4. Analyze asset/liability accounts daily
F. Preparation and distribution of monthly operational reports to
management by 10th business day
1. Management Statistics (Recap) (per class) - when applicable
a. portfolio
b. book gains/losses/per share
c. net income, book income/per share
d. share/shareholders
e. distributions
2. Performance Analysis (per class)
a. total return
b. monthly, quarterly, year to date, average annually
3. Short-Short Analysis
a. short-short income
x. xxxxx income (components)
4. Portfolio Turnover
a. market value
b. cost of purchases
c. net proceeds of sales
d. average market value
5. Asset Diversification Test
x. xxxxx assets
b. non-qualifying assets
c. 5% issuers
6. Activity Summary (per class)
a. shares sold, redeemed and reinvested
b. change in investment
c. change in price per share
d. net sales
7. Expense Ratios - (per class)
a. per quarter
b. semi-annual
c. annual
G. Provide rating agencies statistical data on a monthly and quarterly
basis
H. For Money Market Funds - weekly Xxxx-to-Market review
- 5% test
- NAV variance
I. Board Package material (quarterly)
- financial highlights (class specific)
- expense ratios (class specific)
- other schedules can be provided (additional fees may apply)
SCHEDULE "A"
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IV. SPECIAL ISSUES RELATED TO FOREIGN INVESTMENTS
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A. Financial Reporting
1. Monitor and review tax reclaims chronologically, by country and
type, report on same to Fund management
2. Review and monitor treatment of currency gain/loss and capital
gain/loss
a. section 988 transactions
b. section 1256 contracts
c. section 1092 deferrals
d. maintain reconciliation of portfolio forward realized
gains/losses
B. Tax Reporting (work closely with the Funds' independent audit firm)
1. Determine tax treatment of foreign investments and their impact on
taxable income and capital gains
2. Calculate distributions to shareholders (if applicable)
a. monitor character and impact of realized currency gain/loss on
distribution amount
b. adherence to 988(a)(1)(b) election (if applicable)
c. identify and compute book/tax difference
d. preparation of distribution worksheet
3. Calculate income (reclaims) and expenses (tax withheld) by country
in order to determine foreign tax credit available to shareholders
(if appropriate)
4. Work with the advisor and independent audit firm in the
identification of Passive Foreign Investment Companies (if
appropriate)
5. Calculate Dividend Received Deduction available to corporate
shareholders -analyze domestic equity security holding periods
6. Preparation and maintenance of straddle schedules
7. Preparation and maintenance of foreign bond netting schedules
8. Identification and compliance with the xxxx-to market rules
9. Prepare return of capital worksheet for financial statement
presentation with auditor review/discussion
10. Provide schedules to auditors for audit/tax review to enable the
audit firm to prepare and file the necessary tax forms (1120, 8613,
K-1, etc.)
SCHEDULE "B"
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ADMINISTRATION SERVICES FEE SCHEDULE
FOR
THE XXXXXXX FUNDS
I. Base Fee (calculated using average monthly total net assets of the Trust at
month end and payable monthly):
.0015 On the First $ 75 Million of Average Net Assets;
.0010 On the Next $ 75 Million of Average Net Assets;
.00075 On the Next $350 Million of Average Net Assets; and
.0005 Over $500 Million of Average Net Assets
The above fee schedule is applicable to total net assets of all portfolios
within the Trust. Minimum fees are $75,000 per year for the initial
multiple class portfolio, and $10,000 for each additional multiple class
portfolio.
Maximum Administration Fees are $400,000 for the initial multiple class
portfolio, plus an additional $60,000 for each subsequent multiple class
portfolio, per annum.
Fees are totaled for the Trust and then allocated on the basis of each
Series' net assets.
II. Out-of-Pocket Expenses:
The Trust will reimburse Fund/Plan Services monthly for all out-of-pocket
expenses, including postage, telecommunications (telephone and fax),
special reports, cost of Xxxxx filings, Board Meeting materials, record
retention approved, transportation costs as incurred and copying and
sending materials to independent auditors for off-site audits.
III. Additional Services:
Activities of a non-recurring nature including but not limited to fund
consolidations, mergers, acquisitions, reorganizations, the addition or
deletion of a series, and shareholder meetings/proxies, are not included
herein, and will be subject to negotiation. Any additional/enhanced
services or reports will be quoted upon request.
IDENTIFICATION OF SERIES
------------------------
Below are listed the Series and Classes of Shares to which services under this
Agreement are to be performed as of the Effective Date of this Agreement:
SERIES:
Global Fund
Global Equity Fund
Global Bond Fund
Short-Term Global Income Fund*
U.S. Balanced Fund
U.S. Equity Fund
U.S. Bond Fund
U.S. Cash Management Fund
Non-U.S. Equity Fund
Non-U.S. Bond Fund
CLASSES:
Xxxxxxx Fund class
SwissKey Fund class
* Fee and procedures subject to change/review pending definitive structure of
Fund.
This Schedule "C" may be amended from time to time by agreement of the Parties
