Proposed Performance Fee
AGREEMENT
Exhibit A
REVISED compensation rates
effective _____________ A. CLAIMS FOR PAYMENT:
MANAGER shall submit claims for services provided to THE BOARD
using a claim form acceptable to THE BOARD. Payment shall be made by THE BOARD
within 60 days of receiving correct and accurate claims. All payments shall be made in
arrears and no payments shall be made in advance. MANAGER shall submit a
separate claim each quarter, which reflects the pro-rata share of the base
annual fee as provided in Section B. below. The share shall be based on each
account's market value at the beginning of each one year period and shall
remain the same for the full one year period. Claims for the performance fee
shall be submitted after the close of the contract period as provided in
Section C. 6. below. B.
BASE ANNUAL FEE: $150,000.00 total.
The Base Annual Fee shall be payable in four equal quarterly
payments; however, the fee shall be prorated in the event of early
termination of this agreement, as provided in Section C. 5. below. The Base Annual Fee is payable in
addition to the performance fee, subject to the provisions relating to the
maximum fee limitations contained herein. C. PERFORMANCE FEE: 1. The performance fee shall be calculated, based upon the performance of the portfolio. MANAGER may receive such performance fee, payable only if, on an annual basis, the performance for the account exceeds the Benchmark. The performance fee is calculated at _____% of the account's market value at year end in excess of the hypothetical market value determined as if the same assets in the account at the beginning of each year had been invested in the Benchmark.
2.
In the event the performance of the accounts falls below the
hypothetical market value of the Benchmark, the under-performance for that
account will be carried over to the next year for fee purposes and added
to the benchmark prior to the calculation of any performance fees for that
account for the next year.
This underperformance carry-over shall be cumulative over the life of this
agreement.
3.
The maximum fee payable to MANAGER is _____% of the average market value of the
assets of each account measured over a one year period beginning July 1,
2000, inclusive of the pro-rata share of the Base Annual Fee. For purposes of calculating the
maximum fee, market value shall be determined by calculating the average
of the month end market values of each account for the year.
4.
The Benchmark for the accounts will be based upon the S&P 500 Index
plus _____%. The Master
Custodian designated by THE BOARD shall determine the market value of the
account and calculate the benchmark. Performance fees are determined on a
full twelve month basis (July
1 to June 30 of each respective year).
5.
In the event this Agreement is terminated at any time prior to the
end of the full year, the performance fee shall be determined in
accordance with this paragraph to the extent each account's market value
exceeds the hypothetical market value of the Benchmark at the time of
termination. For purposes of
this paragraph, each account's market value shall be determined as of the
end of the month immediately preceding Board action to terminate.
6.
MANAGER shall submit the performance fee calculations to THE BOARD
for payment. No performance
fees shall be payable until the calculation has been audited and/or
verified by THE BOARD. Both
parties agree to work together to resolve differences regarding the
performance fee, however, it is agreed that no performance fee is payable
until both parties are in concurrence as to the calculation.
D.
TOTAL FEE: It is understood and agreed that MANAGER may not bill, nor charge, over and above the rate herein set forth for the services provided pursuant to this Agreement.
|