EXHIBIT 99.3
BANKERS TRUST COMPANY
EXCHANGE AGENT AGREEMENT
October __, 1999
Bankers Trust Company
Corporate Trust and
Agency Group
Four Albany Street, 4th Floor
New York, NY 10006
Attention: Corporate Market Services
Ladies and Gentlemen:
TeleCorp PCS, Inc. (the "Company") proposes to make an offer (the "Exchange
Offer") to exchange an aggregate principal amount at maturity of up to
$575,000,000 of its 11 5/8% Senior Subordinated Discount Notes Due 2009 (the
"Exchange Notes") for a like principal amount of the Company's issued and
outstanding 11 5/8% Senior Subordinated Discount Notes Due 2009 (the "Old
Notes"). The terms and conditions of the Exchange Offer as currently
contemplated are set forth in a prospectus dated ________, 1999 (the
"Prospectus") distributed to all record holders ("Holders") of the Old Notes.
Capitalized terms used but not defined herein shall have the same meaning given
to them in the Prospectus.
The Company hereby appoints Bankers Trust Company to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to Bankers Trust Company.
A copy of each of the form of letter of transmittal (the "Letter of
Transmittal") and the form of the notice of guaranteed delivery (the "Notice of
Guaranteed Delivery" and together with the Letter of Transmittal, the "Tender
Documents"), to be used by Holders of Old Notes in order to receive Exchange
Notes pursuant to the Exchange Offer are attached hereto as Exhibit A.
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The Exchange Offer is expected to be commenced by the Company on or about
________, 1999. The Letter of Transmittal accompanying the Prospectus (or in
the case of book-entry securities, ATOP, as defined in paragraph 8 hereof) is to
be used by the Holders of the Old Notes to accept the Exchange Offer and
contains instructions with respect to the delivery of certificates for Old Notes
tendered in connection therewith.
The Exchange Offer shall expire at 5:00 p.m., New York City time, on
__________, 1999 or on such later date or time to which the Company may extend
the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions
set forth in the Prospectus, the Company expressly reserves the right to extend
the Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (confirmed in writing) or written notice to you before 9:00 A.M.,
New York City time, on the business day following the previously scheduled
Expiration Date. You agree to follow and act upon any further instructions in
connection with the Exchange Offer, any of which may be given to you by the
Company or such other persons as it may authorize, which are consistent with
this Agreement.
The Company expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Old Notes not theretofore accepted for
exchange, upon the failure to be satisfied of any of the conditions of the
Exchange Offer specified in the Prospectus under the caption "The Exchange
Offer-Conditions to the Exchange Offer." The Company will give oral (confirmed
in writing) or written notice of any amendment, termination or nonacceptance to
you as promptly as practicable.
In carrying out your duties as Exchange Agent, you agree to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned "The Exchange Offer" or as
specifically set forth herein; provided, however, that in no way will your
general duty to act in good faith be discharged by the foregoing.
2. You are to mail the Prospectus and the Tender Documents to all of the
Holders and participants in the Book Entry Transfer Facility (as defined in
paragraph 9) who hold an interest in the Old Notes on the day that you are
notified by the Company that the Registration Statement of which the Prospectus
forms a part has become effective under the Securities Act of 1933, as amended,
or as soon as practicable thereafter, and to make subsequent mailings thereof to
any persons who become Holders prior to the Expiration Date and to any persons
as may from time to time be requested by the Company. All mailings pursuant to
this paragraph 2 shall be by first class mail, postage prepaid, unless otherwise
specified by the Company. You shall also accept and comply with telephone
requests for information relating to the Exchange Offer provided that such
information shall relate only to the procedures for tendering Old Notes in (or
withdrawing tenders of Old Notes from) the Exchange Offer. All other requests
for information relating to the Exchange Offer shall be directed to the Company,
Attention: Thomas H. Sullivan.
3. You are to examine Letters of Transmittal and the Old Notes and other
documents delivered or mailed to you, by or for the Holders, prior to the
Expiration Date, to ascertain whether (i) the Letters of Transmittal are
properly executed and completed in accordance with the instructions set forth
therein, (ii) the Old Notes are in proper form for transfer and any stop
transfer orders are in effect, and (iii) all other documents submitted to you
are in proper form. In each case where a Letter of Transmittal or other
document has been improperly executed or completed or, for any other reason, is
not in proper form, or some other irregularity exists, you are authorized to
endeavor to take such action as you consider appropriate to notify the tendering
Holder of such irregularity and as to the appropriate means of resolving the
same. Determination of questions as to the proper completion or execution of
the Letters of Transmittal, or as to the proper form for transfer of the Old
Notes or as to any other irregularity in connection with the
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submission of Letters of Transmittal, Old Notes and other documents in
connection with the Exchange offer, shall be made by the officers of, or counsel
for, the Company at their written instructions or oral direction confirmed by
facsimile. Any determination made by the Company on such questions shall be
final and binding.
4. With the approval of the President or any Executive Vice President of
the Company (such approval, if given orally, to be confirmed in writing) or any
other party designated by such an officer in writing, you are authorized to
waive any irregularities in connection with any tender of Old Notes pursuant to
the Exchange Offer.
5. You shall advise the Company with respect to any Old Notes received
subsequent to the Expiration Date and accept its instructions with respect to
disposition of such Old Notes.
6. You shall accept tenders: (i) in cases where the Old Notes are
registered in two (2) or more names only if signed by all named Holders; (ii) in
cases where the signing person (as indicated on the Letter of Transmittal) is
acting in a fiduciary or a representative capacity only when proper evidence of
his or her authority so to act is submitted; and (iii) from persons other than
the registered Holder of Old Notes, provided that customary transfer
requirements, including provision for transfer taxes, if applicable, are
fulfilled. You shall accept partial tenders of Old Notes where so indicated as
permitted in the Letter of Transmittal and deliver certificates for Old Notes to
the transfer agent for cancellation and reissuance, as appropriate, and return
any untendered Old Notes to the Holder (or such other person as may be
designated in the Letter of Transmittal). Notwithstanding the foregoing,
tenders which the Company shall approve in writing as having been properly
delivered shall be considered to be properly tendered.
7. At the written request of the Company or its counsel, McDermott, Will &
Emery, you shall notify tendering Holders of Old Notes in the event of any
termination of the Exchange Offer, and you will thereupon return all tendered
Old Notes to the persons entitled thereto, at the request of the Company or the
Company's counsel and at the Company's expense.
8. Letters of Transmittal and Notices of Guaranteed Delivery shall be
recorded by you as to the date and time of receipt and shall be preserved and
retained by you at the Company's expense for one year. Exchange Notes are to be
issued in exchange for Old Notes pursuant to the Exchange Offer only (i) against
deposit with you prior to the Expiration Date or, in the case of a tender in
accordance with the guaranteed delivery procedures outlined in Instruction 1 of
the Letter of Transmittal, within three (3) New York Stock Exchange trading days
after the Expiration Date, together with executed Letters of Transmittal and
other documents required by the Exchange Offer or (ii) in the event that the
Holder is a participant in the Depository Trust Company ("DTC") system, by the
utilization of DTC's Automated Tender Offer Program ("ATOP") and any evidence
required by the Exchange Offer.
9. You are hereby directed to establish an account with respect to the Old
Notes at The Depositary Trust Company (the "Book Entry Transfer Facility") in
accordance with SEC Regulation 240.17 Ad. Any financial institution that is a
participant in the Book Entry Transfer Facility system may, until the Expiration
Date, make book-entry delivery of the Old Notes by
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causing the Book Entry Facility to transfer such Old Notes into your account in
accordance with the procedure for such transfer established by the Book Entry
Transfer Facility.
10. You shall advise by facsimile transmission or telephone, and promptly
thereafter confirm in writing to Thomas H. Sullivan, Esq., Executive Vice
President and Chief Financial Officer of the Company, and such other person or
persons as the Company may request, daily (and more frequently during the week
immediately preceding the Expiration Date or if otherwise requested) up to and
including the Expiration Date, as to the principal amount of Old Notes which
have been tendered pursuant to the Exchange Offer and the items received by you
pursuant to this Agreement, separately reporting and giving cumulative totals as
to items properly received, items improperly received and items received but
which have not yet been verified to be in proper form. In addition, you will
also inform, and cooperate in making available to, the Company or any such other
person or persons upon oral request made from time to time prior to the
Expiration Date of such other information as it, he or she reasonably requests.
Such cooperation shall include, without limitation, the granting by you to the
Company, and such person as the Company may request, access to those persons on
your staff who are responsible for receiving tenders, in order to ensure that at
all times including immediately prior to the Expiration Date the Company shall
have received information in sufficient detail to enable it to decide whether to
extend the Exchange Offer. You shall prepare a final list of all Holders whose
tenders were accepted, the aggregate principal amount of Old Notes tendered, the
aggregate principal amount of Old Notes accepted and deliver said list to the
Company.
11. If Old Notes are surrendered to you for exchange with instructions to
deliver Exchange Notes in a name other than that of the registered Holder of the
Old Notes, you are authorized to cause Exchange Notes to be registered in such
name, and deliver Exchange Notes to the transferee in accordance with such
instructions; provided, however, that it shall be a condition of such exchange
that the Old Notes so surrendered shall be properly endorsed or accompanied by
appropriate powers of attorney or other written instruments of transfer or
exchange satisfactory to the Company, with the signatures guaranteed by an
Eligible Institution, and that the person requesting such exchange shall pay any
transfer or other taxes required by reason of the issuance of such Exchange
Notes in the name of a party other than the registered Holder of the Old Notes
surrendered, or establish to you satisfaction that such tax has been paid or is
not applicable.
12. If any Holder shall report to you that his, her or its failure to
surrender Old Notes registered in his, her or its name is due to the loss or
destruction of a certificate or certificates, you shall request such Holder (i)
to furnish to you an affidavit of loss and, if required by the Company, a bond
of indemnity in an amount and evidenced by such certificate or certificates of a
surety, as may be satisfactory to you and the Company, and (ii) to execute and
deliver an agreement to indemnify the Company and you in such form as is
acceptable to you and the Company. The indemnified parties to be named in each
such indemnity bond shall include the Company and you. You shall report to the
Company the names of all Holders who claim that their Old Notes have been lost
or destroyed and the principal amount of such Old Notes.
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13. You shall notify the Company as promptly as practicable after the
Expiration Date of the aggregate principal amount of Old Notes received by you
along with the specific information requested pursuant to paragraph 12 hereof.
14. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice if given orally, to be confirmed
in writing) of its acceptance, within two days of receipt of your notice
pursuant to paragraph 13 hereof, of all Old Notes properly tendered and you, on
behalf of the Company, will promptly thereafter exchange such Old Notes for
Exchange Notes and cause such Old Notes to be cancelled. Delivery of Exchange
Notes will be made on behalf of the Company by you at the rate of $1,000
principal amount at maturity of Exchange Notes for each $1,000 principal amount
at maturity of the corresponding series of Old Notes tendered promptly after
notice (such notice if given orally, to be confirmed in writing) of acceptance
of said Old Notes by the Company, as set forth above; provided, however, that in
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all cases, Old Notes tendered pursuant to the Exchange Offer will be exchanged
only after timely receipt by you of certificates for such Old Notes (or
confirmation of book-entry transfer into your account at the Book-Entry Transfer
Facility), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantees and any other required
documents. You shall issue Exchange Notes only in denominations of $1,000
principal amount at maturity or any integral multiple thereof. Delivery of Old
Notes will be made on behalf of the Company by you for the principal amount of
the Old Notes not tendered, if tendered in part only, or not exchanged promptly
after notice of acceptance of Old Notes by the Company, as set forth above.
15. For your services as the Exchange Agent hereunder, the Company shall
pay you in accordance with the schedule of fees attached hereto as Exhibit B.
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The Company also will reimburse you for your reasonable out-of-pocket expenses
(including, but not limited to, reasonable attorneys' fees not previously paid
to you as set forth in Exhibit B) in connection with your services promptly
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after submission to the Company of itemized statements.
16. If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Old Notes tendered because of an invalid tender, the
occurrence of certain other events set forth in the Prospectus under the caption
"The Exchange Offer-Conditions to the Exchange Offer" or otherwise, you shall,
as soon as practicable after the expiration or termination of the Exchange
Offer, return those certificates for unaccepted Old Notes (or effect an
appropriate book-entry transfer), together with any related required documents
and the Letters of Transmittal relating thereto that are in your possession,
with a letter or notice, in form satisfactory to the Company, explaining why the
Old Notes are being returned to the persons who deposited them.
17. All certificates for reissued Old Notes, unaccepted Old Notes or for
Exchange Notes shall be forwarded by first-class mail.
18. You are authorized to cooperate with and furnish information to
McDermott, Will & Emery or any of its representatives, or any other organization
(and its representatives)
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designated in writing to you from time to time by the Company, in any manner
reasonably requested by it in connection with the Exchange Offer and the
surrender of Old Notes thereunder.
19. You are not authorized to pay any concessions, commissions or
solicitation fees to any broker, dealer, bank or other person or to engage or
utilize any person to solicit tenders.
20. As the Exchange Agent hereunder you:
(a) shall have no duties or obligations other than those specifically set
forth herein or in the Exhibits attached hereto or as may be subsequently
requested in writing of you by the Company and agreed to by you in writing
with respect to the Exchange Offer;
(b) will be regarded as making no representations and having no
responsibilities as to the validity, accuracy, sufficiency, value or
genuineness of any Old Notes deposited with you hereunder, any Exchange
Notes, and Tender Documents or other documents prepared by the Company in
connection with the Exchange Offer, except where failure to recognize such
invalidity or lack of genuineness would constitute gross negligence;
(c) shall not be obligated to take any legal action hereunder which might
in your reasonable judgment involve any expense or liability unless you
shall have been furnished with an indemnity reasonably satisfactory to you;
(d) shall not accept any defective, alternative, conditional or
contingent delivery, except as provided in the Prospectus, instructions to
the Letter of Transmittal or this Agreement;
(e) shall comply with the reasonable written instructions of the Company
if any dispute should arise between us or any other party with respect
hereto, or if you, in good faith, are in doubt as to what action should be
taken hereunder;
(f) may reasonably rely on, and shall be protected in reasonably acting
upon, the written or oral instructions with respect to any matter relating
to your acting as Exchange Agent specifically covered by this Agreement or
supplementing or qualifying any such action, of the President or Executive
Vice President of the Company or agent of such other person or persons as
may be designated by the Company;
(g) may consult with counsel satisfactory to you, including counsel for
the Company, and may take or refrain from taking any action in good faith
reliance on and in accordance with such advice of such counsel; and
(h) shall not at any time advise any person as to the wisdom of the
Exchange Offer or as to the market value or decline or appreciation in
market value of any Old Notes or Exchange Notes or take any other action
that may be deemed to be a solicitation of the Old Notes.
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21. The Company covenants and agrees to indemnify and hold harmless
Bankers Trust Company and its officers, directors, employees, agents and
affiliates (collectively, the "Indemnified Parties" and each an "Indemnified
Party") against any loss, liability or reasonable expense of any nature
(including reasonable attorneys' and other fees and expenses) incurred in
connection with any act, omission, delay or refusal made by you in reasonable
reliance upon any signature, endorsement, assignment, certificate, order,
request, notice, instruction or other instrument or document reasonably believed
by you to be valid, genuine and sufficient and in accepting any tender or
effecting any transfer of Old Notes reasonably believed by you in good faith to
be authorized, and in delaying or refusing in good faith to accept any tenders
or effect any transfer of Old Notes and the administration of the duties of the
Indemnified Parties hereunder in connection therewith in accordance with this
Agreement; provided, however, that the Company shall not be liable for
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indemnification or otherwise for any claims, loss, liability, cost or expense to
the extent arising out of your gross negligence, willful misconduct, bad faith
or breach of this Agreement. In no case shall the Company be liable under this
indemnity with respect to any claim against you unless the Company shall be
notified by you, by letter or by facsimile confirmed by letter, of the written
assertion of a claim against you or of any other action commenced against you,
promptly after you shall have received any such written assertion or notice of
commencement of action; provided, however, that failure to so notify the Company
shall not relieve the Company of any liability which it may otherwise have
hereunder except such liability that is a result of such Indemnified Party's
failure to so notify the Company or that could reasonably have been avoided if
such notice had been given. The Company shall be entitled to participate at its
own expense in the defense of any such claim or legal action and if the Company
so elects or if the Indemnified Party in such notice to the Company so directs,
the Company shall assume the defense of any suit brought to enforce any such
claim. In the event that the Company shall assume the defense of any such suit,
the Company shall not be liable for the fees and expenses of any additional
counsel thereafter retained by you so long as the Company shall retain counsel
reasonably satisfactory to you to defend such suit, and so long as you have not
determined, in your reasonable judgment, that a conflict of interest exists
between you and the Company. You shall not enter into a settlement or other
compromise with respect to any indemnified loss, liability or expense without
the prior written consent or the Company, which shall not be unreasonably
withheld or delayed if not adverse to the Company's interests. If you shall
obtain a repayment of any loss, liability, cost or expense paid by the Company
pursuant hereto, you shall promptly pay to the Company the amount of such
repayment, together with the amount of any interest received by you on account
of such repayment.
22. THIS AGREEMENT AND YOUR APPOINTMENT AS THE EXCHANGE AGENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK and
shall inure to the benefit of, and the obligations created hereby shall be
binding upon, the successors and assigns of the parties hereto. No other person
shall acquire or have any rights under or by virtue of this Agreement.
23. The parties hereto hereby irrevocably submit to the venue and
jurisdiction of any New York State or federal court sitting in the Borough of
Manhattan in New York City in any action or proceeding arising out of or
relating to this Agreement, and the parties hereby
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irrevocably agree that all claims in respect of such action or proceeding
arising out of or relating to this Agreement, shall be heard and determined in
such a New York State or federal court. The parties hereby consent to and grant
to any such court jurisdiction over the persons of such parties and over the
subject matter of any such dispute and agree that delivery or mailing of any
process or other papers in the manner provided herein, or in such other manner
as may be permitted by law, shall be valid and sufficient service thereof.
24. You shall comply with all requirements under the tax laws of the
United States, including those relating to missing Tax Identification Numbers
and obtaining and retaining substitute Forms W-9, and shall file and mail any
appropriate reports which you are required to file pursuant to the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder
with the Internal Revenue Service. The Company understands that you are
required to deduct 31% on payments to Holders who have not supplied their
correct Taxpayer Identification Number or required certification. You shall
remit such funds to the Internal Revenue Service in accordance with applicable
regulations and remit to each tendering Holder of Old Notes any requisite
federal income tax information return or other similar document.
25. You shall deliver or cause to be delivered, in a timely manner, to
each governmental authority to which any transfer taxes are payable in respect
of the exchange of Old Notes, your check in the amount of all transfer taxes so
payable, and the Company shall reimburse you for the amount of any and all
transfer taxes payable in respect of the exchange of Old Notes and, where
appropriate, advise the Holders of any such taxes for which they may be liable
and obtain payment from such Holders prior to delivery of any Exchange Notes;
provided, however, that you shall take all steps reasonably necessary to secure
any rebate or refund allowable to connection with such transfer taxes for the
account of the Company and that you shall reimburse the Company for amounts
refunded to you in respect of your payment of any such transfer taxes, at such
time as such refund is received by you.
26. You hereby expressly waive any lien, encumbrance or right of set-off
whatsoever that you may have with respect to the Old Notes surrendered to you or
funds deposited with you for the payment of transfer taxes by reasons of
amounts, if any, borrowed by the Company, or any of its subsidiaries or
affiliates, pursuant to any loan or credit agreement with you or for
compensation owed to you hereunder.
27. This Agreement may not be modified, amended or supplemented without an
express written agreement executed by the parties hereto. You hereby
acknowledge receipt of the Prospectus and the Tender Documents and further
acknowledge that you have examined each of them. Any inconsistency between this
Agreement and the Tender Documents, as they may from time to time be
supplemented or amended, shall be resolved in favor of the latter, except with
respect to the duties, liabilities and indemnification of you as Exchange Agent.
28. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
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29. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
30. Unless terminated earlier by the parties hereto , this Agreement shall
terminate 90 days following the Expiration Date. Notwithstanding the foregoing,
paragraphs 21, 23 and 25 shall survive the termination of this Agreement. Upon
any termination of this Agreement, you shall promptly deliver to the Trustee any
certificates for Old Notes or Exchange Notes, funds or property then held by you
as Exchange Agent under this Agreement.
31. All notices and communications hereunder shall be in writing and shall
be deemed to be duly given if delivered or mailed first class certified or
registered mail, postage prepaid, or facsimile as follows:
If to the Company: 1010 N. Glebe Road
Suite 800
Arlington, VA 22201
Facsimile: 703-236-1376
Attention: Thomas H. Sullivan, Esq.
With a copy to: Dov Schwell, Esq.
McDermott, Will & Emery
50 Rockefeller Plaza, 11th Floor
New York, NY 10020-1605
If to you: Bankers Trust Company
Corporate Trust and Agency Group
Four Albany Street - 4th Floor
New York, NY 10006
Attn.: Anthony M. Nista, Assistant Treasurer
Telephone: 212-250-4730
Telecopier: 212-669-0772
or such other address or facsimile number as any of the above may have furnished
to the other parties in writing for such purposes.
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If the foregoing is in accordance with your understanding, would you please
indicate your agreement by signing and returning the enclosed copy of this
Agreement to the Company.
Very truly yours,
TELECORP PCS, INC.
By:____________________________
Thomas H. Sullivan
Executive Vice President and
Chief Financial Officer
Agreed to this ____ day of __________, 1999
BANKERS TRUST COMPANY,
as Exchange Agent
By:________________________________
Anthony Nista
Assistant Treasurer
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Exhibit B
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Bankers Trust Company
Corporate Trust and Agency Group
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SCHEDULE OF FEES
I. Exchange Agent $5,000.00
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Covers review of the Exchange Agent Agreement, the Letter of Transmittal and
other related documentation; establishment of accounts and systems link with
depositories; operational and administrative charges and time spent in
connection with the review, receipt and processing of Letters of Transmittal,
and Agent's Messages.
Note: The fees set forth in this schedule are subject to review of
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documentation. The fees are also subject to change should circumstances warrant.
Out-of-pocket expenses and disbursements, including counsel fees, incurred in
the performance of our duties will be added to the billed fees. Fees for any
services not covered in this or related schedules will be based upon our
appraisal of the services rendered.
We may place orders to buy/sell financial instruments with outside broker-
dealers that we select, as well as with BT or its affiliates. These
transactions (for which normal and customary spreads or other compensation may
be earned by such broker-dealers, including BT or its affiliates, in addition to
the charges quoted above) will be executed on a riskless principal basis solely
for your account(s) and without recourse to our affiliates or us. If you choose
to invest in any mutual fund, BT and/or our affiliates may earn investment
management fees and other service fees/expenses associated with these funds as
disclosed in the mutual fund prospectus provided to you, in addition to the
charges quoted above. Likewise, BT has entered into agreements with certain
mutual funds or their agents to provide shareholder services to those funds.
For providing these shareholder services, BT is paid a fee by these mutual funds
that calculated on an annual basis does not exceed 25 basis points of the amount
of your investment in these mutual funds. In addition, if you choose to use
other services provided by BT or its affiliates, Corporate Trust or other BT
affiliates may be allocated a portion of the fees earned. We will provide
periodic account statements describing transactions executed for your
account(s). Trade confirms will be available upon your request at no additional
charge. If a transaction should fail to close for reasons beyond our control, we
reserve the right to charge our acceptance fee plus reimbursement for legal fees
incurred.
Shares of mutual funds are not deposits or obligations of, or guaranteed by,
Bankers Trust Company or any of its affiliates and are not insured by the
Federal Deposit Insurance Corporation or any other agency of the U.S.
Government. Investments in the mutual funds involve the possible loss of
principal. Please read the prospectus carefully before investing.