BUSINESS MANAGEMENT AGREEMENT
THE AMERICAN FUNDS TAX-EXEMPT SERIES
I
and
WASHINGTON MANAGEMENT
CORPORATION
AMENDED
AND RESTATED
THIS
AGREEMENT, dated and effective as of the 1st day of August, 2008, is made and
entered into by and between THE AMERICAN FUNDS TAX-EXEMPT SERIES I, a
Massachusetts business trust, (hereinafter called the "Trust"), and WASHINGTON
MANAGEMENT CORPORATION, a Delaware corporation, (hereinafter called the
"Business Manager"). The parties agree as follows:
1. The
Trust is authorized to issue shares in separate series, with each such series
representing interests in a separate portfolio of securities and other assets,
and intends initially to offer shares of two series designated The Tax-Exempt
Fund of Maryland and The Tax- Exempt Fund of Virginia (the
"Funds").
2. The
Trust hereby employs the Business Manager to furnish to the Trust the services
of its employees and agents in the management and conduct of the business and
affairs of the Fund(s). The Business Manager hereby accepts such
employment and agrees to render the services and to assume the obligations to
the extent herein set forth, for the compensation herein
provided. The services of the Business Manager shall include, but not
be limited to, those services set forth in Exhibit A, attached to this agreement
and made a part of it. The Business Manager shall, for all purposes
herein, be deemed an independent contractor and not an agent of the Trust or the
Funds.
3. The
Business Manager shall (a) furnish to the Trust the services of qualified
personnel to (i) perform the executive and related administrative functions of
the Trust and (ii) if desired by the Trust, to serve as Trustees of the Trust,
in all cases without additional compensation of such persons by the Trust; (b)
pay the expenses of all persons whose services are to be furnished by the
Business Manager under this section; (c) provide for the daily determination of
the Funds' net asset values per share; (d) provide necessary office space,
furniture, small office equipment, and telephone facilities and utilities, all
of which may be the same as are occupied or used by the Business Manager
relating to the services to be furnished by the Business Manager under this
section and section 2 hereof; and (e) provide general purpose forms, supplies,
stationery and postage used at the offices of the Trust relating to the services
to be furnished by the Business Manager under this section and section 2
hereof.
4. Trust
shall pay all costs and expenses in connection with its
operations. Without limiting the generality of the foregoing, such
costs and expenses shall include the following: registration and filing fees
with Federal and state agencies, expenses pursuant to the Funds’ Plans of
Distribution, blue sky expenses, expenses of shareholder's meetings, the expense
of reports to existing shareholders, expenses of printing proxies and
prospectuses, insurance premiums, legal and auditing fees; dividend disbursement
expenses; the expense of the issuance, transfer, and redemption of its shares;
custodian fees; printing and preparation of registration statements; taxes;
compensation of Trustees who are not interested persons of the Trust;
association dues; and costs of stationery, forms and certificates prepared
exclusively for the Trust.
5. The
Trust shall pay to the Business Manager on or before the tenth (10th) day of
each month, as compensation for the services rendered by the Business Manager
during the preceding month, the sum of the following amounts:
(a) 0.135% per annum of the first $60
million of the Funds average daily netassets during the month ("Net Asset
Portion"), plus
(b) 0.09% per annum of the Funds
average daily net assets during the month in excess of $60 million ("Net Asset
Portion"), plus
(c) 1.35% of the Funds gross investment
income for the preceding month ("Investment Income Portion").
The
Net Asset Portion shall be accrued daily at 1/365th of the applicable
annual rate set forth above. The net assets of the Funds shall be
determined in the manner and on the dates set forth in the prospectus of the
Trust, and on days on which the net assets are not determined, shall be as of
the last preceding day on which the net assets shall have been
determined.
The
Investment Income Portion shall be accrued daily and "gross investment income"
for this purpose shall include accrual of discount as defined for Federal income
tax purposes but shall not include net gains from the sale of
securities.
Upon any termination of this Agreement
on a day other than the last day of the month the fee for the period from the
beginning of the month in which termination occurs to the date of termination
shall be prorated according to the proportion which such period bears to the
full month.
6. Nothing
contained in this Agreement shall be construed to prohibit the Business Manager
from performing investment advisory, management, or distribution services for
other investment companies and other persons or companies, nor to prohibit
affiliates of the Business Manager from engaging in such businesses or in other
related or unrelated businesses.
7. The
Business Manager shall have no liability to the Trust, or its shareholders or
creditors, for any error of judgment, mistake of law, or for any loss arising
out of any investment, or for any other act or omission in the performance of
its obligations to the Trust not involving willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties
hereunder.
8. The
Trust has heretofore, or will promptly, and from time to time will furnish to
the Business Manager the following: (a) Declaration of Trust; (b)
By-laws; (c) Minutes of all shareholders meetings; (d) Minutes of all Board of
Trustees meetings; (e) Registration Statements filed under the Securities Act of
1933, as amended, and the 1940 Act, as amended; (f) All periodic reports filed
with the Securities and Exchange Commission; (g) All amendments, subsidiary
documents, interpretations, additions, or deletions relating to any of the
documents described in this paragraph.
Until
notification and delivery of any of the foregoing by the Trust to the Business
Manager, the Business Manager may rely upon the documents theretofore furnished
to it.
9. This
Agreement shall continue in effect until the close of business on July 31,
2009. It may thereafter be renewed from year to year with respect to
each Fund by mutual consent, provided that such renewal shall be
specifically approved at least annually (i) by the Trustees of the Trust, or by
the vote of a majority of the outstanding voting securities (as defined in the
0000 Xxx) of each Fund with respect to which renewal is to be effected, and (ii)
by a majority of the non-interested Trustees by vote cast in person at a meeting
called for the purpose of voting on such renewal. Any approval of
this Agreement or the renewal thereof with respect to a Fund by the vote of a
majority of the outstanding voting securities of that Fund, by the Trustees
of the Trust or by majority of the non-interested Trustees, shall be effective
to continue this Agreement with respect to that Fund notwithstanding (A) that
this Agreement or the renewal thereof has not been so approved as to any other
Fund or (B) that this Agreement or the renewal thereof has not been approved by
the vote of a majority of the outstanding voting securities of the Trust as a
whole.
10. The
obligations of the Trust under this Agreement are not binding upon any of the
Trustees, officers, employees, agents or shareholders of the Trust individually,
but bind only the Trust estate. The Business Manager agrees to look
solely to the assets of the Trust or each Fund for the satisfaction of any
liability in respect of the Trust or such Fund under this Agreement and will not
seek recourse against such Trustees, officers, employees, agents or
shareholders, or any of them, or any of their personal assets for such
satisfaction.
11. This
Agreement may be terminated at any time as to a Fund (or the Trust), without
payment of any penalty, by the Trustees or by the vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of such Fund (or the
Trust), on sixty (60) days written notice to the Business Manager, or by the
Business Manager on like notice to the Trust. This Agreement shall
automatically terminate in the event of its assignment (as defined in the 1940
Act).
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in
duplicate originals by their officers thereunto duly authorized as of the day
and year first above written.
Attest: THE
AMERICAN FUNDS TAX-EXEMPT SERIES I
_____________________ By: _______________________________
Name: Xxxxxxx
X. Xxxxxx
Title: President
Attest: WASHINGTON
MANAGEMENT CORPORATION
_____________________ By: ______________________________
Name: Xxxxxxx
X. Xxxxxxxx
Title: Senior
Vice President
EXHIBIT
A
TO
AMENDED
AND RESTATED BUSINESS MANAGEMENT AGREEMENT
SERVICES
TO BE PERFORMED BY
WASHINGTON
MANAGEMENT CORPORATION (“WMC”)
PURSUANT
TO SECTION 2
1.
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Provide
individuals that serve as officers and interested Trustees of the
Trust.
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2.
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Furnish
and compensate all employees required to perform WMC’s duties under the
Business Management Agreement.
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3.
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In
conjunction with the Funds’ Independent Board Chair, arrange and
coordinate all Board and Committee Meetings. Prepare and
distribute meeting schedules and maintain lists of regular agenda items
for Board and Committee Meetings. Maintain a schedule of Board
and Committee Meeting duties and requirements, including matters requiring
Board action. Schedule includes annual action items such as
action required for renewal of business management agreement, investment
adviser agreement, 12b-1 plans, principal underwriting agreement,
shareholder servicing agreements and regulatory
filings.
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4.
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Prepare,
collect and distribute, in conjunction with all service providers, Board
and Committee Meeting materials. Prepare and distribute
periodic and special reports to the Board in advance of
meetings.
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5.
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Attend
Board and Committee Meetings and draft Board and Committee Meeting
minutes. Distribute minutes for review and prepare final form of
minutes.
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6.
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Assist
the Board in developing Trust policies and
procedures.
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7.
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Establish
procedures to assist the Board of Trustees with their oversight duties
(including fund governance, contracts, accountant selection, insurance,
net asset valuation, trustee independence, audit committee financial
expert, chief compliance officer and interfund
transactions).
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8.
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Assist
in Board members’ on-going education. Provide new Board member
orientation, and regularly inform the Board of industry and regulatory
developments. Carry out instructions of the Board with respect
to policy decisions.
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9.
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Assist
the Board with approval of key service provider
agreements. Work with the Governance Committee to provide all
necessary and requested data for evaluation
purposes.
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10.
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Assist
the Board in review and approval of WMC, the investment adviser, principal
underwriter and Trust compliance programs. The WMC Chief
Compliance Officer interfaces with the Chief Compliance Officer of the
Trust and serves as the liaison for regulatory
inquiries.
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11.
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Prepare
and analyze comparative statistical data on investment results, operating
expenses and growth of the Funds, sales and redemptions of the Funds’
shares, and prepare and submit the following reports on such data to the
Board of Trustees:
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a.
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Brokerage
commissions paid to securities dealers for transactions in portfolio
securities of the Funds,
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b.
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Sales
of Fund shares by securities
dealers,
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c.
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Comparative
investment results and
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d.
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Net
sales and redemptions of Fund
shares.
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12.
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Assist
Board members in maintaining their status as independent
Trustees. Prepare, provide and review annual trustee
questionnaires.
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13.
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Monitor
the number of Trustees that have been elected by shareholders and the
percentage of the Board that is independent by maintaining a schedule and
periodically reviewing the ratio of Trustees elected by shareholders and
the ratio of those that are
independent.
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14.
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Assist
the Board of Trustees in overseeing the development and operation of share
class-based services to
shareholders.
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15.
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Provide
copies of Securities and Exchange Commission (“SEC”) filings to Board
members.
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16.
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Assist
in making travel arrangements for Trustees and officers attending
out-of-town meetings.
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17.
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Assist
the Board in designating an Audit Committee Financial
Expert.
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18.
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Assist
the Board in designating a Chief Compliance
Officer.
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19.
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Provide
support to the Funds’ Independent Board
Chairman.
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20.
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Maintain
or provide for the maintenance of Fund records, including corporate, tax
and accounting records; SEC filings; tax filings; Board and Committee
Meeting materials and minutes; code of ethics; Trust agreements; Trust
procedures; documents concerning fidelity bond and D&O/E&O
insurance; declaration of trust and by-laws. Periodically
review files to verify
completeness.
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21.
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Prepare
or arrange for the preparation of all corporate licensing, applications
and tax returns.
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22.
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Monitor
the daily financial position of the
Funds.
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23.
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Perform
or arrange for the performance of fund accounting services other than the
calculation of daily net asset value which is calculated by the investment
adviser.
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24.
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Coordinate
and facilitate the annual audit of the Funds’ financial statements with
the independent registered public accountant for the
Funds.
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25.
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Create
and design shareholder reports. Plan, prepare and arrange for
the printing and timely distribution of the reports to
shareholders.
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26.
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Monitor
the activities of the investment adviser and principal underwriter for
compliance with the terms of their respective
contracts.
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27.
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Monitor
shareholder services provided by the Trust’s transfer
agent.
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28.
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Monitor
services provided by the custodian of the Funds’ investment assets and
cash balances. Review and negotiate fees for the services of
the custodian.
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29.
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Coordinate
and maintain continuous liaison with the officers and personnel of the
investment adviser, principal underwriter, transfer agent, custodian, Fund
counsel and independent registered public
accountant.
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30.
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Oversee
state registration of Fund shares, including oversight of the blue sky
service provider. Review filings and authorize payments in
connection with state registration requirements. Maintain a record of
geographical distribution of sales of Fund shares in connection with state
registration requirements.
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31.
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Consult
with Fund counsel and accountants on current legal, accounting and tax
matters.
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32.
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Assist
with disbursement of all dividends and capital gain
distributions.
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33.
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Oversee
proxy solicitations, including preparation of the proxy statement, related
SEC filings and printing and distribution of Notices of Meetings of
Shareholders, proxy statements and proxy cards. Coordinate review of the
proxy statement by Fund officers, Trustees, Fund counsel and independent
registered public accountant. Coordinate and conduct
shareholder meetings, including attending the meetings and preparing the
minutes.
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34.
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Make
Board authorized transfers to the Trust’s operating account from each
Fund’s custody account.
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35.
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Pay
all Fund expenses from the Trust's operating account. Maintain
a record of and monitor all Fund expenditures. Provide Board
with regular reports setting out Fund
expenses.
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36.
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Reconcile
Trust’s operating account statement each
month.
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37.
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Review
and analyze Fund expense ratios and consider changes in accrual
rates.
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38.
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Maintain
filing schedule for all required Trust
filings.
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39.
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Prepare
and file necessary amendments to the Trust’s Registration Statement on
Form N-1A, including that required for the renewal of and updates to the
Fund prospectus. Coordinate review by Fund service providers,
including WMC, investment adviser, fund accountant, Fund counsel and
independent registered public accountant. Coordinate delivery
to current shareholders and principal underwriter. Prepare and
file supplements to the prospectus with the SEC and supervise printing and
distribution of the same.
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40.
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Prepare
and file the N-SAR semi-annual report of the Trust with the
SEC. N-SAR responses are generated from multiple sources and
reviewed by multiple Fund officers.
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41.
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Develop
and maintain disclosure controls and procedures in compliance with N-CSR
and N-Q requirements. WMC Disclosure Controls Committee meets
in connection with the filing of Form N-CSR and Form N-Q and as otherwise
appropriate. The Committee ensures that any material weakness
or fraud, of which it is aware, is reported directly to the Trust’s Audit
Committee and independent registered public
accountant.
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42.
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Prepare
and file Form N-CSR. Information required to be disclosed in Form N-CSR is
gathered and communicated to the Trust’s management, including its
Principal Executive Officer (“PEO”) and Principal Financial Officer
(“PFO”) to allow timely decisions regarding required
disclosure.
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43.
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Prepare
and file Form N-Q. The quarterly holdings report is prepared in
coordination with fund accounting and is reviewed by the WMC Disclosure
Controls Committee as well as Fund service providers and Fund
officers.
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44.
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Prepare
and file Form N-PX.
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45.
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Prepare
and file Form 24f-2.
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46.
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Keep
informed with respect to regulatory and industry
developments.
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47.
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Develop,
administer and monitor the WMC and Trust Codes of
Ethics. Maintain a record of pre-clearance requests and monitor
pre-clearance procedures, and receive and review annual reports and
confirmation statements.
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48.
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Assist
the Board in development and implementation of Code of Professional
Standards for Fund PEO and PFO. File Code with Form
N-CSR.
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49.
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Develop
and monitor Codes of Conduct for Attorneys, including WMC
attorneys.
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50.
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Review
with Fund counsel compliance with provisions of the Investment Company Act
of 1940, as amended.
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51.
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Monitor,
review and file applicable tax filings. Monitor tax law changes
applicable to registered investment companies. Periodically
analyze general ledger to ensure that required distributions for income
and excise tax are met. Fund officers review the calculation of
distributions and submit the same to the Trustees for
approval. Ensure elections and schedules are properly
calculated and included with tax returns. Maintain copies of
all final schedules. Ensure tax returns (including extensions)
are timely filed with federal and state
authorities.
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52.
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Monitor
and report regularly to the Board on the use of Fund assets for payments
under Rule 12b-1 Plans of Distribution to assure such expenditures are
limited to expenses authorized by the Board of Trustees, and are within
overall Plan limits. Review all Plan payments for consistency
with the terms of the Plans. Assist the Board in review of materials
presented by principal underwriter and Fund counsel to assist Trustees in
assessing annual required renewal of each 12b-1 Plan. Review sales
literature provided to WMC by principal underwriter for consistency with
Trust policies and procedures.
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53.
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Participate
in the development and implementation of the Trust’s privacy policy as
required under Regulation S-P. Implement and maintain WMC’s
privacy policy and periodically remind WMC staff of obligations under the
policy.
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54.
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Develop,
maintain and assist the Trust in developing and maintaining, procedures
related to applicable anti-money laundering requirements and customer
identification program.
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55.
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Assist
Board in developing procedures and recommending changes to Audit Committee
Charter to comply with applicable
requirements.
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56.
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Reconcile
month-end custodian account statements with fund accounting records,
including security positions. Any discrepancies are noted,
researched and resolved. Copies of discrepancies are provided
to the Trust’s PEO and PFO.
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57.
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Monitor
reports and file required items necessary for compliance with Section
17f-4 of the Investment Company Act of
1940.
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58.
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Review
annual renewal information related to fidelity bond and other insurance
policies and complete necessary fidelity bond filings with the
SEC.
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59.
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Receive
and review a month-end portfolio pricing report of all Fund
assets. Any exceptions are investigated and
reconciled.
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60.
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Securities
without readily available market prices are priced using Board approved
valuation procedures. Maintain records of fair valued
securities. Prepare Board reports concerning fair valued
securities.
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61.
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Perform
periodic compliance reviews relating to policies and procedures of the
Trust, as deemed necessary by WMC.
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62.
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Receive
and review monthly fund accounting exception
reports.
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63.
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Receive
and review periodic compliance reports from the investment
adviser.
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64.
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Develop
and monitor “whistle blower” provision to allow WMC personnel to report
possible violations of Trust policies
or regulations.
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65.
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Coordinate
17a-7 interfund transactions.
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66.
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Monitor
10f-3 transactions.
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1
67.
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Monitor
17e-1 transactions.
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68.
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Respond
directly and/or in coordination with appropriate service provider to
inquiries received directly from shareholders and
dealers. Maintain a copy of related
correspondence. Make special reports to shareholders, as
requested.
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69.
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Maintain
a disaster recovery program to provide for effective contingent operations
as well as communication with key service providers in the event of
business location failure.
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70.
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Provide
information in response to regulatory examinations and provide exam
assistance, including serving as the liaison with the examiners during the
exam and assisting with preparation of any exam
response.
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71.
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Prepare
and file amendments to the declaration of trust and prepare amendments to
the by-laws.
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72.
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Provide
and administer Trustee website.
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73.
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Perform
such other activities, duties and responsibilities as promulgated by rule,
regulation or board request.
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74.
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Provide
office space, secretarial and clerical services, office equipment,
supplies and communication
facilities.
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