FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
AGREEMENT made as of April 23rd, 2003, by and between Rydex ETF Trust
(the "Trust"), and The Bank of New York, a New York banking organization
("BNY").
W I T N E S S E T H :
WHEREAS, the Trust is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain BNY to provide for the portfolios
identified on Exhibit A hereto (each, a "Series") the services described herein,
and BNY is willing to provide such services, all as more fully set forth below;
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the parties hereby agree as follows:
1. APPOINTMENT.
The Trust hereby appoints BNY as its agent for the term of this
Agreement to perform the services described herein. BNY hereby accepts such
appointment and agrees to perform the duties hereinafter set forth.
2. REPRESENTATIONS AND WARRANTIES.
The Trust hereby represents and warrants to BNY, which representations
and warranties shall be deemed to be continuing, that:
(a) 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;
(b) 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;
(c) It is conducting its business in compliance with all applicable
laws and regulations, both state and federal, and has obtained all regulatory
licenses, approvals and consents necessary to carry on its business as now
conducted; there is no statute, regulation, rule, order or judgment binding on
it and no provision of its Trust Agreement or by-laws, nor of any mortgage,
indenture, credit agreement or other contract binding on it or affecting its
property which would prohibit its execution or performance of this Agreement;
and
(d) To the extent the performance of any services described in Schedule
II attached hereto by BNY in accordance with the then effective Prospectus (as
hereinafter defined) for the Trust would violate any applicable laws or
regulations, the Trust shall immediately so notify BNY in writing and thereafter
shall either furnish BNY with the appropriate values of securities, net asset
value or other computation, as the case may be, or, subject to the prior
approval of BNY, instruct BNY in writing to value securities and/or compute net
asset value or other computations in a manner the Trust specifies in writing,
and either the furnishing of such values or the giving of
such instructions shall constitute a representation by the Trust that the same
is consistent with all applicable laws and regulations and with its Prospectus.
3. DELIVERY OF DOCUMENTS.
(a) The Trust will promptly deliver to BNY true and correct copies of
each of the following documents as currently in effect and will promptly deliver
to it all future amendments and supplements thereto, if any:
(i) The Trust's Trust Agreement or other organizational
document and all amendments thereto (the "Trust Agreement");
(ii) The Trust's bylaws (the "Bylaws");
(iii) Resolutions of the Trust's trustees authorizing the
execution, delivery and performance of this Agreement by the Trust;
(iv) The Trust's registration statement most recently filed
with the Securities and Exchange Commission (the "SEC") relating to the shares
of the Trust (the "Registration Statement");
(v) The Trust's Notification of Registration under the 1940
Act on Form N-8A filed with the SEC; and
(vi) The Trust's Prospectus and Statement of Additional
Information pertaining to the Series (collectively, the "Prospectus").
(b) Each copy of the Bylaws, Registration Statement and Prospectus, and
all amendments thereto, and copies of Trust resolutions, shall be certified by
the Secretary or an Assistant Secretary of the Trust.
(c) It shall be the sole responsibility of the Trust to deliver to BNY
its currently effective Prospectus and BNY shall not be deemed to have notice of
any information contained in such Prospectus until it is actually received by
BNY.
4. DUTIES AND OBLIGATIONS OF BNY.
(a) Subject to the direction and control of the Trust's trustees and
the provisions of this Agreement, BNY shall provide to the Trust (i) the
administrative services set forth on Schedule I attached hereto and (ii) the
valuation and computation services listed on Schedule II attached hereto.
(b) In performing hereunder, BNY shall provide, at its expense, office
space, facilities, equipment and personnel.
(c) BNY shall not provide any services relating to the management,
investment advisory or sub-advisory functions of the Trust, distribution of
shares of the Trust, maintenance of the Trust's financial records or other
services normally performed by the Trusts' respective counsel or independent
auditors.
(d) Upon receipt of the Trust's prior written consent (which shall not
be unreasonably withheld), BNY may delegate any of its duties and obligations
hereunder to any delegee or agent
whenever and on such terms and conditions as it deems necessary or appropriate;
provided, however, that no such delegation of its duties and obligations
hereunder shall discharge BNY from its obligations hereunder. Notwithstanding
the foregoing consent provision, no Trust consent shall be required for any such
delegation to any other subsidiary of The Bank of New York Company, Inc. (an
"Affiliate"). BNY shall not be liable to the Trust for any loss or damage
arising out of, or in connection with, the actions or omissions of any delegee
or agent utilized hereunder so long as BNY acts in good faith and without
negligence or wilfull misconduct in the selection of such delegee or agent;
provided, however, that if such delegee or agent is an Affiliate, BNY shall be
responsible, to the extent provided in Section 6 hereof, for all acts of such
Affiliate as if such acts were its own.
(e) The Trust shall cause its officers, advisors, sponsor, distributor,
legal counsel, independent accountants, current administrator (if any) and
transfer agent to cooperate with BNY and to provide BNY, upon request, with such
information, documents and advice relating to the Trust as is within the
possession or knowledge of such persons, in order to enable BNY to perform its
duties hereunder. In connection with its duties hereunder, BNY shall be entitled
to rely, and shall be held harmless by the Trust when acting in reliance, upon
the instructions, advice or any documents relating to the Trust provided to BNY
by any of the aforementioned persons. BNY shall not be liable for any loss,
damage or expense resulting from or arising out of the failure of the Trust to
cause any information, documents or advice to be provided to BNY as provided
herein. All fees or costs charged by such persons shall be borne by the Trust.
(f) Nothing in this Agreement shall limit or restrict BNY, any
affiliate of BNY or any officer or employee thereof from acting for or with any
third parties, and providing services similar or identical to same or all of the
services provided hereunder.
(g) The Trust shall furnish BNY with any and all instructions,
explanations, information, specifications and documentation deemed reasonably
necessary by BNY in the performance of its duties hereunder, including, without
limitation, the amounts or written formula for calculating the amounts and times
of accrual of Trust liabilities and expenses. BNY shall not be required to
include as the Trust liabilities and expenses, nor as a reduction of net asset
value, any accrual for any federal, state, or foreign income taxes unless the
Trust shall have specified to BNY the precise amount of the same to be included
in liabilities and expenses or used to reduce net asset value. The Trust shall
also furnish BNY with bid, offer, or market values of Securities if BNY notifies
the Trust that same are not available to BNY from a security pricing or similar
service utilized, or subscribed to, by BNY which BNY in its reasonable judgment
deems reliable at the time such information is required for calculations
hereunder. At any time and from time to time, the Trust also may furnish BNY
with bid, offer, or market values of Securities and instruct BNY to use such
information in its calculations hereunder. BNY shall at no time be required or
obligated to commence or maintain any utilization of, or subscriptions to, any
securities pricing or similar service.
(h) BNY may apply to an officer of the Trust for written instructions
with respect to any matter arising in connection with BNY's performance
hereunder for the Trust, and BNY shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with such instructions.
Such application for instructions may, at the option of BNY, set forth in
writing any action proposed to be taken or omitted to be taken by BNY with
respect to its duties or obligations under this Agreement and the date on and/or
after which such action shall be taken, and BNY shall not be liable for any
action taken or omitted to be taken in accordance with a proposal included in
any such application on or after the date specified therein unless, prior to
taking or omitting to take any such action, BNY has received written
instructions in response to such application specifying the action to be taken
or omitted.
(i) BNY may consult with counsel to the Trust or its own counsel, at
the Trust's expense, and shall be fully protected with respect to anything done
or omitted by it in good faith in accordance with the advice or opinion of such
counsel.
(j) Notwithstanding any other provision contained in this Agreement or
Schedule I or II attached hereto, BNY shall have no duty or obligation to with
respect to, including, without limitation, any duty or obligation to determine,
or advise or notify the Trust of: (i) the taxable nature of any distribution or
amount received or deemed received by, or payable to the Trust, (ii) the taxable
nature or effect on the Trust or its shareholders of any corporate actions,
class actions, tax reclaims, tax refunds or similar events, (iii) the taxable
nature or taxable amount of any distribution or dividend paid, payable or deemed
paid, by the Trust to its shareholders; or (iv) the effect under any federal,
state, or foreign income tax laws of the Trust making or not making any
distribution or dividend payment, or any election with respect thereto.
(k) BNY shall have no duties or responsibilities whatsoever except such
duties and responsibilities as are specifically set forth in this Agreement and
Schedules I and II attached hereto, and no covenant or obligation shall be
implied against BNY in connection with this Agreement.
(l) BNY, in performing the services required of it under the terms of
this Agreement, shall be entitled to rely fully on the accuracy and validity of
any and all instructions, explanations, information, specifications and
documentation furnished to it by the Trust and shall have no duty or obligation
to review the accuracy, validity or propriety of such instructions,
explanations, information, specifications or documentation, including, without
limitation, evaluations of securities; the amounts or formula for calculating
the amounts and times of accrual of Series' liabilities and expenses; the
amounts receivable and the amounts payable on the sale or purchase of
Securities; and amounts receivable or amounts payable for the sale or redemption
of Trust shares effected by or on behalf of the Trust. In the event BNY's
computations hereunder rely, in whole or in part, upon information, including,
without limitation, bid, offer or market values of securities or other assets,
or accruals of interest or earnings thereon, from a pricing or similar service
utilized, or subscribed to, by BNY which BNY in its reasonable judgment deems
reliable, BNY shall not be responsible for, under any duty to inquire into, or
deemed to make any assurances with respect to, the accuracy or completeness of
such information. Without limiting the generality of the foregoing, BNY shall
not be required to inquire into any valuation of securities or other assets by
the Trust or any third party described in this subsection (l) even though BNY in
performing services similar to the services provided pursuant to this Agreement
for others may receive different valuations of the same or different securities
of the same issuers.
(m) BNY, in performing the services required of it under the terms of
this Agreement, shall not be responsible for determining whether any interest
accruable to the Trust is or will be actually paid, but will accrue such
interest until otherwise instructed by the Trust.
(n) BNY shall not be responsible for delays or errors which occur by
reason of circumstances beyond its reasonable control in the performance of its
duties under this Agreement, including, without limitation, labor difficulties
outside of BNY, mechanical breakdowns, flood or catastrophe, acts of God,
failures of transportation, interruptions, loss, or malfunctions of utilities,
communications or computer (hardware or software) services. Nor shall BNY be
responsible for delays or failures to supply the information or services
specified in this
Agreement where such delays or failures are caused by the failure of any
person(s) other than BNY to supply any instructions, explanations, information,
specifications or documentation deemed necessary by BNY in the performance of
its duties under this Agreement. Upon the occurrence of any such delay or
failure BNY shall use commercially reasonable best efforts to resume performance
as soon as practicable under the circumstances.
5. ALLOCATION OF EXPENSES.
Except as otherwise provided herein, all costs and expenses arising or
incurred in connection with the performance of this Agreement shall be paid by
the Trust, including but not limited to, organizational costs and costs of
maintaining corporate existence, taxes, interest, brokerage fees and
commissions, insurance premiums, compensation and expenses of the Trust's
trustees, directors, officers or employees, legal, accounting and audit
expenses, management, advisory, sub-advisory, administration and shareholder
servicing fees, charges of custodians, transfer and dividend disbursing agents,
expenses (including clerical expenses) incident to the issuance, redemption or
repurchase of the Trust shares, fees and expenses incident to the registration
or qualification under federal or state securities laws of the Trust or its
shares, costs (including printing and mailing costs) of preparing and
distributing Prospectuses, reports, notices and proxy material to the Trust's
shareholders, all expenses incidental to holding meetings of the Trust's
trustees, directors and shareholders, and extraordinary expenses as may arise,
including litigation affecting the Trust and legal obligations relating thereto
for which the Trust may have to indemnify its trustees, directors and officers.
6. STANDARD OF CARE; INDEMNIFICATION.
(a) BNY shall have no responsibility and shall not be liable for any
loss or damage unless such loss or damage is caused by its own negligence or
willful misconduct or that of its employees, or its breach of any of its
representations. Except for the Trust's obligation to indemnify BNY for Losses
as set forth in Section 6(b) hereof, including Losses constituting special,
indirect or consequential damages to third parties, neither BNY nor the Trust
shall otherwise be liable for special, indirect or consequential damages
regardless of the form of action and even if the same were foreseeable.
(b) BNY shall not be responsible for, and the Trust shall indemnify and
hold BNY harmless from and against, any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability ("Losses") arising out of or
attributable to:
(i) The Trust's negligence or willful misconduct;
(ii) The breach of any representation or warranty of the Trust
hereunder;
(iii) The conclusive reliance on or use by BNY or its agents
or subcontractors of information, records, documents or services which (A) are
received by BNY or its agents or subcontractors, and (B) have been prepared,
maintained or performed by the Trust or any other person or firm on behalf of
the Trust including but not limited to any previous transfer agent or registrar;
(iv) The conclusive reliance on, or the carrying out by BNY or
its agents or subcontractors of any instructions or requests of the Trust on
behalf of the Trust; and
(v) The offer or sale of Shares in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state that such Shares be registered in such state or
in violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.
(c) At any time BNY may apply to any officer of the Trust for
instructions, and may consult with legal counsel of their choosing with respect
to any matter arising in connection with the services to be performed by BNY
under this Agreement, and BNY and its agents or subcontractors shall not be
liable and shall be indemnified by the Trust for any action taken or omitted by
it in reasonable reliance upon such instructions or upon the advice or opinion
of such counsel and shall promptly advise the Trust of such advice or opinion
(except for actions or omissions by Bank taken with negligence or willful
misconduct). BNY, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document, reasonably believed to be
genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided BNY or its agents
or subcontractors by machine readable input, telex, CRT data entry or other
similar means authorized by the Trust, and shall not be held to have notice of
any change of authority of any person, until receipt of written notice thereof
from the Trust.
(d) The Trust shall not be responsible for, and BNY shall indemnify and
hold the Trust harmless from and against, any and all Losses arising out of or
attributable to:
(i) BNY's negligence or willful misconduct; and
(ii) The breach of any representation or warranty of BNY
hereunder.
(e) Notwithstanding any other provision contained in this Agreement,
BNY shall have no duty or obligation with respect to, including, without
limitation, any duty or obligation to determine, or advise or notify the Trust
of: (a) the taxable nature of any distribution or amount received or deemed
received by, or payable to the Trust; (b) the taxable nature or effect on the
Trust or its shareholders of any corporate actions, class actions, tax reclaims,
tax refunds, or similar events; (c) the taxable nature or taxable amount of any
distribution or dividend paid, payable or deemed paid, by the Trust to its
shareholders; or (d) the effect under any federal, state, or foreign income tax
laws of the Trust making or not making any distribution or dividend payment, or
any election with respect thereto.
7. COMPENSATION.
For the services provided hereunder, the Trust agrees to pay BNY such
compensation as is mutually agreed from time to time and such out-of-pocket
expenses (e.g., telecommunication charges, postage and delivery charges, record
retention costs, reproduction charges and transportation and lodging costs) as
are incurred by BNY in performing its duties hereunder. Except as hereinafter
set forth, compensation shall be calculated and accrued daily and paid monthly.
The Trust authorizes BNY to debit the Trust's custody account for all amounts
due and payable hereunder. BNY shall deliver to the Trust invoices for services
rendered after debiting the Trust's custody account with an indication that
payment has been made. Upon termination of this Agreement before the end of any
month, the compensation for such part of a month shall be prorated according to
the proportion which such period bears to the full monthly period and shall be
payable upon the effective date of termination of this Agreement. For the
purpose of determining compensation payable to BNY, the Trust's net asset value
shall be computed at the times and in the manner specified in the Trust's
Prospectus.
8. TERM OF AGREEMENT.
(a) This Agreement shall continue until terminated by either BNY giving
to the Trust, or the Trust giving to BNY, a notice in writing specifying the
date of such termination, which date shall be not less than 90 days after the
date of the giving of such notice. Upon termination hereof, the Trust shall pay
to BNY such compensation as may be due as of the date of such termination, and
shall reimburse BNY for any reasonable disbursements and expenses made or
incurred by BNY and payable or reimbursable hereunder.
(b) The terms of Sections 6 and 7 shall survive the termination of this
Agreement.
9. AUTHORIZED PERSONS.
Attached hereto as Exhibit B is a list of persons duly authorized by
the Trustees of the Trust to execute this Agreement and give any written or oral
instructions, or written or oral specifications, by or on behalf of the Trust.
From time to time the Trust may deliver a new Exhibit B to add or delete any
person and BNY shall be entitled to rely on the last Exhibit B actually received
by BNY.
10. AMENDMENT.
This Agreement may not be amended or modified in any manner except by a
written agreement executed by BNY and the Trust, and authorized or approved by
the Trust's trustees.
11. ASSIGNMENT.
This Agreement shall extend to and shall be binding upon the parties
hereto, and their permitted successors and assigns; provided, however, that this
Agreement shall not be assignable by the Trust without the written consent of
BNY, or by BNY without the written consent of the Trust accompanied by the
authorization or approval of the Trust's trustees. Any purported assignment in
violation of this provision shall be void.
12. GOVERNING LAW; CONSENT TO JURISDICTION.
This Agreement shall be construed in accordance with the laws of the
State of New York, without regard to conflict of laws principles thereof. The
Trust hereby consents to the jurisdiction of a state or federal court situated
in New York City, New York in connection with any dispute arising hereunder, and
waives to the fullest extent permitted by law its right to a trial by jury. To
the extent that in any jurisdiction the Trust may now or hereafter be entitled
to claim, for itself or its assets, immunity from suit, execution, attachment
(before or after judgment) or other legal process, the Trust irrevocably agrees
not to claim, and it hereby waives, such immunity.
13. SEVERABILITY.
In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations shall not in any
way be affected or impaired thereby, and if any provision is inapplicable to any
person or circumstances, it shall nevertheless remain applicable to all other
persons and circumstances.
14. NO WAIVER.
Each and every right granted to BNY hereunder or under any other
document delivered hereunder or in connection herewith, or allowed it by law or
equity, shall be cumulative and may be exercised from time to time. No failure
on the part of BNY to exercise, and no delay in exercising, any right will
operate as a waiver thereof, nor will any single or partial exercise by BNY of
any right preclude any other or future exercise thereof or the exercise of any
other right.
15. NOTICES.
All notices, requests, consents and other communications pursuant to
this Agreement in writing shall be sent as follows:
if to the Trust, at
Rydex ETF Trust
0000 Xxxxxxxxx Xx Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxx Xxxxx
if to BNY, at
The Bank of Xxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: __________________________
Title:
or at such other place as may from time to time be designated in writing.
Notices hereunder shall be effective upon receipt.
16. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original; but such counterparts together shall
constitute only one instrument.
17. SEVERAL OBLIGATIONS.
The parties acknowledge that the obligations of the Trusts hereunder
are several and not joint, that no Trust shall be liable for any amount owing by
another Trust and that the Trusts have executed one instrument for convenience
only.
18. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
It is expressly acknowledged and agreed that the obligations of the
Trust hereunder shall not be binding upon any of the shareholders, Trustees,
officers, employees or agents of the Trust, personally, but shall bind only the
trust property of the Trust, as provided in its Declaration of Trust. The
execution and delivery of this Agreement have been authorized by the Trustees of
the Trust and signed by an officer of the Trust, acting as such, and neither
such authorization by such Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Trust as provided in its Declaration of Trust. In addition, BNY
hereby expressly agrees that any obligations in this Agreement of a particular
Fund and of the Trust with respect to that Fund shall be limited solely to the
assets of that Fund, and BNY shall not seek
satisfaction of any obligation from any other Fund, the Shareholders of any
Fund, or the Trustees, officers, employees or agents of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers and their seals to
be hereunto affixed, all as of the day and year first above written.
RYDEX ETF TRUST
By: /s/ XXXX X. XXXXXXXXXXX
-----------------------
Title: VICE PRESIDENT
THE BANK OF NEW YORK
By: /s/ XXXX XXXXXXX
----------------
Title: VICE PRESIDENT
EXHIBIT A
SERIES
EXHIBIT B
I, XXXXXX X. XXXXXX, XX., PRESIDENT OF RYDEX ETF TRUST, a Delaware
trust (the "Trust"), do hereby certify that:
The following individuals serve in the following positions with the
Trust, and each has been duly elected or appointed by the Trustee of the Trust
to each such position and qualified therefor in conformity with the Trust's
Trust Agreement and By-Laws, and the signatures set forth opposite their
respective names are their true and correct signatures. Each such person is
authorized to give written or oral instructions or written or oral
specifications by or on behalf of the Trust to BNY.
Name Position Signature
Xxxx Xxxxx Vice President /s/ Xxxx Xxxxx
--------------
Xxx Xxxxx Product Manager /s/ Xxx Xxxxx
-------------
Xxxx Xxxxxx Manager of Fund Accounting /s/ Xxxx Xxxxxx
---------------
Xxx Xxxxxx Manager of Fund Accounting /s/ Xxx Xxxxxx
--------------
Xxxxx Xxxxxxx Manager of Fund Administration /s/ Xxxxx Xxxxxxx
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SCHEDULE I
ADMINISTRATIVE SERVICES
1. Maintain the Trust's minute book and its general corporate records
(other than accounting books and records).
2. Monitor and document compliance by the Trust with its policies and
restrictions as delineated in its Prospectus.
3. Participate in the periodic updating of the Trust's Registration
Statement and Prospectus and, subject to approval by the Trust's
Treasurer and legal counsel, coordinate the preparation, filing,
printing and dissemination of periodic reports and other information to
the SEC and the Trust's shareholders, including annual and semi-annual
reports to shareholders, annual and semi-annual Form N-SAR, notices
pursuant to Rule 24(f)-2 and proxy materials.
4. Prepare federal, state and local income tax returns for the Trust and
Series and file such returns upon the approval of the Trusts'
respective independent accountants; monitor and report on Sub-Chapter M
qualifications; prepare and file all Form 1099s with respect to the
Trust's directors or trustees; monitor compliance with Section 4982 of
the Internal Revenue Code; calculate and maintain records pertaining to
Original Issue Discount and premium amortization as required; perform
ongoing wash sales review (i.e., purchases and sales of Trust
investments within 30 days of each other).
5. Prepare and, subject to approval of the Trust's Treasurer, disseminate
to the Trust's Board quarterly unaudited financial statements and
schedules of the Trust's investments and make presentations to the
Board, as appropriate.
6. Subject to approval of the Trust's trustees, assist the Trust in
obtaining fidelity bond and E&O/D&O insurance coverage.
7. Prepare statistical reports for outside information services (e.g.,
IBC/Xxxxxxxx, ICI, Lipper Analytical and Morningstar).
8. Attend shareholder and Trustee meetings as requested from time to time.
9. Establish appropriate expense accruals, maintain expense files and
coordinate the payment of invoices.
10. Blue Sky Services
o Subject to approval of the Trust's trustee and its legal counsel,
perform initial registration for Trusts or Series in such states as
the Trust shall identify to the Administrator.
o Subject to approval of the Trust's trustee and its legal counsel,
perform renewal registration for Trusts or Series in such states as
the Trust shall identify to the Administrator.
o Receive nightly downloads of sales data from transfer agents.
o Update state/territory sales information for the Trust or Series.
o Create and maintain state/territory sales information worksheets for
the Trust or Series.
o Monitor changes in Blue Sky laws and procedures for all registered
states/territories.
o Subject to approval of the Trust's legal counsel, update filing
requirements for all law and procedural changes.
o Communicate directly with regulatory authorities in
states/territories as needed.
o Periodically attend Investment Company Institute (ICI) State Liaison
Committee meetings.
SCHEDULE II
VALUATION AND COMPUTATION SERVICES
I. BNY shall maintain the following records on a daily basis for each Series.
1. Report of priced portfolio securities
2. Statement of net asset value per share
II. BNY shall maintain the following records on a monthly basis for each Series:
1. General Ledger
2. General Journal
3. Cash Receipts Journal
4. Cash Disbursements Journal
5. Subscriptions Journal
6. Redemptions Journal
7. Accounts Receivable Reports
8. Accounts Payable Reports
9. Open Subscriptions/Redemption Reports
10. Transaction (Securities) Journal
11. Broker Net Trades Reports
III. BNY shall prepare a Holdings Ledger on a quarterly basis, and a Buy-Sell
Ledger (Broker's Ledger) on a semiannual basis for each Series. Schedule D shall
be produced on an annual basis for each Series.
The above reports may be printed according to any other required
frequency to meet the requirements of the Internal Revenue Service, The
Securities and Exchange Commission and the Trust's Auditors.
IV. For internal control purposes, BNY uses the Account Journals produced by The
Bank of New York Custody System to record daily settlements of the following for
each Series:
1. Securities bought
2. Securities sold
3. Interest received
4. Dividends received
5. Capital stock sold
6. Capital stock redeemed
7. Other income and expenses
All portfolio purchases for the Trust are recorded to reflect expected
maturity value and total cost including any prepaid interest.
