FUND ADMINISTRATION SERVICING AGREEMENT
THIS
AGREEMENT is made and entered into as of this 1st day of
April, 2008, by and between PRIMECAP ODYSSEY FUNDS,
a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company (“USBFS”).
WHEREAS,
the Trust is registered under the Investment Company Act of 1940, as amended
(the “1940 Act”), as an open-end management investment company, and is
authorized to issue shares of beneficial interest in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS,
USBFS is, among other things, in the business of providing fund administration
services for the benefit of its customers; and
WHEREAS,
the Trust desires to retain USBFS to provide fund administration services to
each series of the Trust listed on Exhibit A hereto (as
amended from time to time) (each a “Fund” and collectively, the
“Funds”).
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1.
|
Appointment
of USBFS as Administrator
|
The Trust hereby appoints USBFS as administrator of the Trust on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of USBFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBFS hereunder. |
2.
|
Services
and Duties of USBFS
|
USBFS shall provide the following administration services to each Fund: |
A.
|
General
Fund Management:
|
(1)
|
Act
as liaison among Fund service
providers.
|
(2)
|
Supply:
|
a.
|
Corporate
secretarial services.
|
b.
|
Office
facilities (which may be in USBFS’s, or an affiliate’s, own
offices).
|
c.
|
Non-investment-related
statistical and research data as
needed.
|
1
(3)
|
Coordinate
the Trust’s board of trustees’ (the “Board of Trustees” or the “Trustees”)
communications, such as:
|
a.
|
Prepare
meeting agendas and resolutions, with the assistance of Fund
counsel.
|
b.
|
Prepare
reports for the Board of Trustees based on financial and administrative
data.
|
c.
|
Evaluate
independent auditor.
|
d.
|
Secure
and monitor fidelity bond and director and officer liability coverage, and
make the necessary Securities and Exchange Commission (the “SEC”) filings
relating thereto.
|
e.
|
Prepare
minutes of meetings of the Board of Trustees and Fund
shareholders.
|
f.
|
Recommend
dividend declarations to the Board of Trustees and prepare and distribute
to appropriate parties notices announcing declaration of dividends and
other distributions to
shareholders.
|
g.
|
Attend
Board of Trustees meetings and present materials for Trustees’ review at
such meetings.
|
(4)
|
Audits:
|
a.
|
Prepare
appropriate schedules and assist independent
auditors.
|
b.
|
Provide
information to the SEC and facilitate audit
process.
|
c.
|
Provide
office facilities.
|
(5)
|
Assist
in overall operations of the Fund.
|
(6)
|
Pay
Fund expenses upon written authorization from the
Trust.
|
(7)
|
Keep
the Trust’s governing documents, including its charter, bylaws and minute
books, but only to the extent such documents are provided to USBFS by the
Trust or its representatives for safe
keeping.
|
B.
|
Compliance:
|
(1)
|
Regulatory
Compliance:
|
a.
|
Monitor
compliance with the 1940 Act requirements,
including:
|
|
(i)
|
Asset
diversification tests.
|
|
(ii)
|
Total
return and SEC yield calculations.
|
|
(iii)
|
Maintenance
of books and records under Rule
31a-3.
|
|
(iv)
|
Code
of ethics requirements under Rule 17j-1 for the disinterested
Trustees.
|
b.
|
Monitor
the Fund's compliance with the
policies and investment limitations as set forth in its prospectus (the
“Prospectus”) and statement of additional information (the
“SAI”).
|
c.
|
Perform
its duties hereunder in compliance with all applicable laws and
regulations and provide any sub-certifications reasonably requested by the
Trust in connection with any certification required of the Trust pursuant
to the Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) or any rules or
regulations promulgated by the SEC thereunder, provided the same shall not
be deemed to change USBFS’s standard of care as set forth
herein.
|
2
d.
|
Monitor
applicable regulatory and operational service issues, and update Board of
Trustees periodically.
|
(2)
|
Blue
Sky Compliance:
|
a.
|
Prepare
and file with the appropriate state securities authorities any and all
required compliance filings relating to the qualification of the
securities of the Fund so as to enable the Fund to make a continuous
offering of its shares in all
states.
|
b.
|
Monitor
status and maintain registrations in each
state.
|
c.
|
Provide
updates regarding material developments in state securities
regulation.
|
(3)
|
SEC
Registration and Reporting:
|
a.
|
Assist
Fund counsel in annual update of the Prospectus and SAI and in preparation
of proxy statements as needed.
|
b.
|
Prepare
and file annual and semiannual shareholder reports, Form N-SAR, Form
N-CSR, and Form N-Q filings and Rule 24f-2 notices. As
requested by the Trust, prepare and file Form N-PX
filings.
|
c.
|
Coordinate
the printing, filing and mailing of Prospectuses and shareholder reports,
and amendments and supplements
thereto.
|
d.
|
File
fidelity bond under Rule 17g-1.
|
e.
|
Monitor
sales of Fund shares and ensure that such shares are properly registered
or qualified, as applicable, with the SEC and the appropriate state
authorities.
|
(4)
|
IRS
Compliance:
|
a.
|
Monitor
the Trust’s status as a regulated investment company under Subchapter M of
the Internal Revenue Code of 1986, as amended (the “Code”), including
without limitation, review of the
following:
|
|
(i)
|
Asset
diversification requirements.
|
|
(ii)
|
Qualifying
income requirements.
|
|
(iii)
|
Distribution
requirements.
|
b.
|
Calculate
required distributions (including excise tax
distributions).
|
C.
|
Financial
Reporting:
|
(1)
|
Provide
financial data required by the Prospectus and
SAI.
|
(2)
|
Prepare
financial reports for officers, shareholders, tax authorities, performance
reporting companies, the Board of Trustees, the SEC, and independent
accountants.
|
3
(3)
|
Supervise
the Fund’s custodian and fund accountants in the maintenance of the Fund’s
general ledger and in the preparation of the Fund’s financial statements,
including oversight of expense accruals and payments, the determination of
net asset value and the declaration and payment of dividends and other
distributions to shareholders.
|
(4)
|
Compute
the yield, total return, expense ratio and portfolio turnover rate of each
class of the Fund.
|
(5)
|
Monitor
the expense accruals and notify the Trust’s management of any proposed
adjustments.
|
(6)
|
Prepare
monthly financial statements, which include, without limitation, the
following items:
|
a.
|
Schedule
of Investments.
|
b.
|
Statement
of Assets and Liabilities.
|
c.
|
Statement
of Operations.
|
d.
|
Statement
of Changes in Net Assets.
|
e.
|
Cash
Statement.
|
f.
|
Schedule
of Capital Gains and Losses.
|
(7)
|
Prepare
quarterly broker security transaction
summaries.
|
D.
|
Tax
Reporting:
|
(1)
|
Prepare
and file on a timely basis appropriate extensions of filing dates for federal and
state tax returns ; prepare and deliver to
the Trust’s Independent Registered Public Accounting Firm at least two
months prior to the extended filing dates complete draft federal and state
tax returns (including, without limitation, Forms 1120-RIC and
8613 [Form 8613 to be delivered 30 days prior to filing
date] and any applicable state tax returns, with any necessary
schedules and documentation); and prepare
and file on a timely basis appropriate extensions to each Fund’s federal
and state tax returns (including, without limitation, Form 7004 to extend
each Fund’s Forms 1120-RIC and 8613, with any necessary
schedules).
|
(2)
|
Prepare
state income breakdowns where
relevant.
|
(3)
|
File
Form 1099 for payments to disinterested Trustees and other service
providers.
|
(4)
|
Monitor
wash sale losses.
|
(5)
|
Calculate
eligible dividend income for corporate
shareholders.
|
E.
|
Miscellaneous
|
(1)
|
Cooperate
with the Trust’s Chief Compliance Officer in complying with the
requirements of Rule 38a-1 under the 1940
Act.
|
4
3.
|
Compensation
|
USBFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time). USBFS shall also be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by USBFS in performing its duties hereunder. The Trust shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify USBFS in writing within 30 calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. Notwithstanding anything to the contrary, amounts owed by the Trust to USBFS shall only be paid out of the assets and property of the particular Fund involved. |
4.
|
Representations
and Warranties
|
A.
|
The
Trust hereby represents and warrants to USBFS, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that:
|
|
(1)
|
It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
|
|
(2)
|
This
Agreement has been duly authorized, executed and delivered by the Trust in
accordance with all requisite action and constitutes a valid and legally
binding obligation of the Trust, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors
and secured parties; and
|
|
(3)
|
It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution or
performance of this Agreement.
|
B.
|
USBFS
hereby represents and warrants to the Trust, which representations and
warranties shall be deemed to be continuing throughout the term of this
Agreement, that:
|
|
(1)
|
It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted,
to enter into this Agreement and to perform its obligations
hereunder;
|
5
|
(2)
|
This
Agreement has been duly authorized, executed and delivered by USBFS in
accordance with all requisite action and constitutes a valid and legally
binding obligation of USBFS, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of creditors
and secured parties; and
|
|
(3)
|
It
is conducting its business in compliance in all material respects with all
applicable laws and regulations, both state and federal, and has obtained
all regulatory approvals necessary to carry on its business as now
conducted; there is no statute, rule, regulation, order or judgment
binding on it and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its execution or
performance of this Agreement.
|
5.
|
Standard
of Care; Indemnification; Limitation of Liability
|
A.
|
USBFS shall exercise reasonable care in the
performance of its duties under this Agreement. USBFS shall not
be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with its duties under this Agreement,
including losses resulting from mechanical breakdowns or the failure of
communication or power supplies beyond USBFS’s control, except a loss
arising out of or relating to USBFS’s refusal or failure to comply with
the terms of this Agreement or from its bad faith, negligence, or willful
misconduct in the performance of its duties under this
Agreement.
|
Notwithstanding
any other provision of this Agreement, if USBFS has exercised reasonable care in
the performance of its duties under this Agreement, the Trust shall indemnify
and hold harmless USBFS from and against any and all claims, demands, losses,
expenses, and liabilities of any and every nature (including reasonable
attorneys’ fees) that USBFS may sustain or incur or that may be asserted against
USBFS by any person arising out of any action taken or omitted to be taken by it
in performing the services hereunder (i) in accordance with the foregoing
standards, or (ii) in reliance upon any written or oral instruction provided to
USBFS by any duly authorized officer of the Trust, as approved by the Board of
Trustees of the Trust, except for any and all claims, demands, losses, expenses,
and liabilities arising out of or relating to USBFS’s refusal or failure to
comply with the terms of this Agreement or from its bad faith, negligence or
willful misconduct in the performance of its duties under this
Agreement. This indemnity shall be a continuing obligation of the
Trust, its successors and assigns, notwithstanding the termination of this
Agreement. As used in this paragraph, the term “USBFS” shall include
USBFS’s directors, officers and employees.
6
USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS’s refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of USBFS, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s trustees, officers and employees. | |
Neither party to this Agreement shall be liable to the other party for consequential, special or punitive damages under any provision of this Agreement. | |
In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall provide the Trust, at such times as the Trust may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to the services provided by USBFS under this Agreement. | |
Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense. | |
B.
|
In
order that the indemnification provisions contained in this section shall
apply, it is understood that if in any case the indemnitor may be asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be fully
and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the indemnitee will use all
reasonable care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a claim for
indemnification. The indemnitor shall have the option to defend the
indemnitee against any claim that may be the subject of this
indemnification. In the event that the indemnitor so elects, it
will so notify the indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this section. The indemnitee shall in no
case confess any claim or make any compromise in any case in which the
indemnitor will be asked to indemnify the indemnitee except with the
indemnitor’s prior written consent. The indemnitor shall in no case
confess any claim or make and compromise in any case if the governing
board of the indemnitee determines in good faith that such confession or
compromise would materially damage the business or business reputation of
the indemnitee.
|
7
C.
|
The
indemnity and defense provisions set forth in this Section 5 shall
indefinitely survive the termination and/or assignment of this
Agreement.
|
D.
|
If
USBFS is acting in another capacity for the Trust pursuant to a separate
agreement, nothing herein shall be deemed to relieve USBFS of any of its
obligations in such other capacity.
|
6.
|
Data
Necessary to Perform Services
|
The Trust
or its agent shall furnish to USBFS the data necessary to perform the services
described herein at such times and in such form as mutually agreed
upon.
7.
|
Proprietary
and Confidential Information
|
USBFS
agrees on behalf of itself and its directors, officers, and employees to treat
confidentially and as proprietary information of the Trust, all records and
other information relative to the Trust and prior, present, or potential
shareholders of the Trust (and clients of said shareholders), and not to use
such records and information for any purpose other than the performance of its
responsibilities and duties hereunder, except (i) after prior notification to
and approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where USBFS may be exposed to civil or criminal
contempt proceedings for failure to comply, (ii) when requested to divulge such
information by duly constituted authorities, or (iii) when so requested by the
Trust. Records and other information which have become known to the
public through no wrongful act of USBFS or any of its employees, agents or
representatives, and information that was already in the possession of USBFS
prior to receipt thereof from the Trust or its agent, shall not be subject to
this paragraph.
Further,
USBFS will adhere to the privacy policies adopted by the Trust pursuant to Title
V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to
time. In this regard, USBFS shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security, confidentiality and integrity of, and to prevent unauthorized
access to or use of, records and information relating to the Trust and its
shareholders.
8.
|
Records
|
USBFS
shall keep records relating to the services to be performed hereunder in the
form and manner, and for such period, as it may deem advisable and is agreeable
to the Trust, but not inconsistent with the rules and regulations of appropriate
government authorities, including without
limitation Section 31 of the 1940 Act and the rules
thereunder. USBFS agrees that all such records prepared or maintained
by USBFS relating to the services to be performed by USBFS hereunder are the
property of the Trust and will be preserved, maintained, and made available in
accordance with such applicable sections and rules of the 1940 Act and will be
promptly surrendered to the Trust or its designee on and in accordance with its
request.
8
9.
|
Compliance
with Laws
|
The Trust
acknowledges that it has and retains
primary responsibility for all compliance matters relating to the Trust, including but not limited to compliance
with the 1940 Act, the Code, the SOX Act, the USA Patriot Act of 2002 and the
policies and limitations of the Fund relating to its portfolio investments as
set forth in its Prospectus and SAI. USBFS’s services hereunder shall
not relieve the Trust of its responsibilities for assuring such compliance or
the Board of Trustees’ oversight
responsibility with respect thereto.
10.
|
Term
of Agreement; Amendment
|
This
Agreement shall become effective as of the date first written above and will
continue in effect for an initial term ending on
the earliest of (i) five (5) years after the date set forth on the first page of
this Agreement, (ii) the date on which the combined net asset value of the Trust
reaches $9 billion, or (iii) the date of termination by the Trust pursuant to
Section 12. Subsequent to the initial term, this Agreement may be
terminated by either party at any time without
penalty upon giving 90 days prior written notice to the other party or
such shorter period as is mutually agreed upon by the parties. Notwithstanding
the foregoing, this Agreement may be terminated by either party without penalty upon the breach by the other party of any material term of this
Agreement if such breach is not cured within 15 days of notice of such breach to
the breaching party. This Agreement may not be amended or modified in
any manner except by written agreement executed by USBFS and the Trust, and authorized
or approved by the Board of Trustees.
11.
|
Duties
in the Event of Termination
|
In the
event that, in connection with termination, a successor to any of USBFS’s duties
or responsibilities hereunder is designated by the Trust by written notice to
USBFS, USBFS will promptly, upon such termination and at the expense of the
Trust, transfer to such successor all relevant books, records, correspondence,
and other data established or maintained by USBFS under this Agreement in a form
reasonably acceptable to the Trust (if such form differs from the form in which
USBFS has maintained the same, the Trust shall pay any expenses associated with
transferring the data to such form), and will cooperate in the transfer of such
duties and responsibilities, including provision for assistance from USBFS’s
personnel in the establishment of books, records, and other data by such
successor. If no such successor is designated, then such books,
records and other data shall be returned to the Trust.
9
12. Early
Termination
Notwithstanding any other provision of this Agreement to the contrary, the Trust may elect to terminate this Agreement at any time prior to the end of the term for any
reason, without penalty, upon giving USBFS 120 days notice, in which event the Trust agrees to pay the following
fees:
|
a.
|
all
reasonable fees associated with converting services to successor service
provider (not to exceed three months service
fees);
|
|
b.
|
all
reasonable fees associated with any record retention and/or tax reporting
obligations that may not be eliminated due to the conversion to a
successor service provider;
|
|
c.
|
all
reasonable out-of-pocket costs associated with b
above.
|
|
These
fees shall not be construed as a penalty under any provision of this
Agreement.
|
13. Assignment
This
Agreement shall extend to and be binding upon the parties hereto and their
respective successors and assigns; provided, however, that this Agreement shall
not be assignable by the Trust without the written consent of USBFS, or by USBFS
without the written consent of the Trust accompanied by the authorization or
approval of the Trust’s Board of Trustees. For purposes of this Section 13, the sale,
reorganization, or change in control of USBFS shall be deemed an assignment by
USBFS.
14. Governing
Law
This
Agreement shall be construed in accordance with the laws of the State of
Wisconsin, without regard to conflicts of law principles. To the
extent that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control, and nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or order of the SEC
thereunder.
15. No
Agency Relationship
Nothing
herein contained shall be deemed to authorize or empower either party to act as
agent for the other party to this Agreement, or to conduct business in the name,
or for the account, of the other party to this Agreement.
16. Services
Not Exclusive
Nothing
in this Agreement shall limit or restrict USBFS from providing services to other
parties that are similar or identical to some or all of the services provided
hereunder.
10
17. 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. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties.
18. Legal-Related
Services
Nothing
in this Agreement shall be deemed to appoint USBFS and its officers, directors
and employees as the Trust’s attorneys,
form attorney-client relationships or require the provision of legal advice by USBFS. TheTrust acknowledges that in-house USBFS attorneys
exclusively represent USBFS and rely on outside counsel retained by the Trust to review all services provided by in-house
USBFS attorneys and to provide independent judgment with respect to legal matters on the Trust’s behalf. The Trust further acknowledges that because no
attorney-client relationship exists between in-house USBFS attorneys and the
Trust, any information provided to USBFS
attorneys by or on behalf of the Trust may
not be privileged and may be subject to compulsory disclosure under certain
circumstances. USBFS represents that it will maintain the
confidentiality of information disclosed to its in-house attorneys on a best
efforts basis.
19. Notices
Any
notice required or permitted to be given by either party to the other pursuant to this Agreement shall be in writing
and shall be deemed to have been given on the date delivered personally or by
courier service, or three days after sent by registered or certified mail,
postage prepaid, return receipt requested, or on the date sent and confirmed
received by facsimile transmission to the other party’s address set forth
below:
Notice to
USBFS shall be sent to:
U.S.
Bancorp Fund Services, LLC
000 Xxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
and
notice to the Trust shall be sent to:
c/o
XXXXXXXX Xxxxxxxxxx Company
000 Xxxxx
Xxxx Xxxxxx Xxxxx 000
Xxxxxxxx, XX 00000-0000
Attention: President
11
20. Multiple
Originals
This
Agreement may be executed on 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.
21. Declaration of Trust
USBFS acknowledges that this Agreement has been executed
on behalf of the Trust by an officer of the Trust as an officer and not
individually; that the obligations of the Trust arising pursuant to this
Agreement are not binding upon any of the officers, Trustees or shareholders of
the Trust individually but are binding only upon the assets and property of the
Trust; and that USBFS and all other persons dealing with any Fund must look
solely to the assets of the Trust belonging to such Fund for the enforcement of
any claims against the Trust with respect to such Fund.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
a duly authorized officer on one or more counterparts as of the date first above
written.
U.S.
BANCORP FUND SERVICES, LLC
|
|
By:
/s/Xxxx X.
Xxxxx
|
By:/s/Xxxxxxx X.
XxXxx
|
Name:Xxxx X.
Xxxxx
|
Name:Xxxxxxx X.
XxXxx
|
Title:Co Chief
Executive
|
Title:Executive Vice
President
|
12
Exhibit
to
the
Fund
Names
Separate
Series of PRIMECAP Odyssey Funds
Name of Series
|
Date Added
|
|
PRIMECAP
Odyssey Growth Fund
|
10/1/04
|
|
PRIMECAP
Odyssey Aggressive Growth Fund
|
10/1/04
|
|
PRIMECAP
Odyssey Stock Fund
|
10/1/04
|
A-1
Exhibit
B
to
the
Fee
Schedule
FUND
ADMINISTRATION
ANNUAL
FEE SCHEDULE
|
|
Fund Complex Fee Schedule
___ basis points
on the first $_______
___ basis points
on the next $_______
___ basis points
on the next $_______
___ basis points
on the next $_______
___ basis points
on the balance
Annual
Complex Minimum: $_______
Plus
out-of-pockets
Multiple Classes
Each
additional CUSIP: $_____.
Chief Compliance Officer Support
Fees
$_____
Annually
Additional Funds
Quoted
Separately
|
Fund Administration
Out-of-Pockets
Postage,
Stationery
Programming,
Special Reports
Proxies,
Insurance
Retention
of records
Federal
and state regulatory filing fees
Certain
insurance premiums
Expenses
from board of directors meetings
Auditing
and legal expenses
$50,000
annual systems charge (billed quarterly)
Included in Complex Fee
Schedule:
XXXXX
filing fees
|
B-1