ADMINISTRATION AGREEMENT
Agreement dated as of September 12, 2005 by and between State Street
Bank and Trust Company, a Massachusetts trust company (the "Administrator"), and
Xxxxxxxxxx Institutional Series (the "Trust").
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust desires to retain the Administrator to furnish
certain administrative services to the Trust, and the Administrator is willing
to furnish such services, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. Appointment of Administrator
The Trust hereby appoints the Administrator to act as administrator
with respect to the Trust for purposes of providing certain administrative
services for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees to render the services stated
herein.
The Trust will initially consist of the portfolio(s) and/or class(es)
of shares (each a "Fund") listed in Schedule A to this Agreement. In the event
that the Trust establishes one or more additional Funds with respect to which it
wishes to retain the Administrator to act as administrator hereunder, the Trust
shall notify the Administrator in writing. Upon written acceptance by the
Administrator, such Fund shall become subject to the provisions of this
Agreement to the same extent as the existing Funds, except to the extent that
such provisions (including those relating to the compensation and expenses
payable by the Trust and its Funds) may be modified with respect to each
additional Fund in writing by the Trust and the Administrator at the time of the
addition of the Fund.
2. Delivery of Documents
The Trust will promptly deliver to the Administrator copies of each of
the following documents and all future amendments and supplements, if any:
a. The Trust's charter document and by-laws;
b. The Trust's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940
Act and the Trust's Prospectus(es) and Statement(s) of Additional
Information relating to all Funds and all amendments and
supplements thereto as in effect from time to time; and
c. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem necessary
or appropriate in the proper performance of its duties.
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3. Representation and Warranties of the Administrator
The Administrator represents and warrants to the Trust that:
a. It is a Massachusetts business trust, duly organized, existing
and in good standing under the laws of The Commonwealth of
Massachusetts;
b. It has the corporate power and authority to carry on its business
in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to
perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation
applicable to it.
4. Representations and Warranties of the Trust
The Trust represents and warrants to the Administrator that:
a. It is a business trust, duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts;
b. It has the corporate power and authority under applicable laws
and by its charter and by-laws to enter into and perform this
Agreement;
c. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
d. It is an investment company properly registered under the 1940
Act;
e. A registration statement under the 1933 Act and the 1940 Act has
been filed and will be effective and remain effective during the
term of this Agreement. The Trust also warrants to the
Administrator that all necessary filings under the securities
laws of the states in which the Trust offers or sells its shares
will have been made and will be current during the term of this
Agreement;
f. No legal or administrative proceedings have been instituted or
threatened which would impair the Trust's ability to perform its
duties and obligations under this Agreement;
g. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Trust or any law or regulation applicable to
it; and
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h. As of the close of business on the date of this Agreement, the
Trust is authorized to issue an unlimited amount of shares of
beneficial interest.
5. Administration Services
The Administrator shall provide the following services, in each case,
subject to the control, supervision and direction of the Trust and the review
and comment by the Trust's auditors and legal counsel and in accordance with
procedures which may be established from time to time between the Trust and the
Administrator:
Fund Administration Treasury Services
a. Prepare and review calculation, submit for approval by officers
of the Trust and arrange for payment of the Funds' expenses
(including fees paid to the Trust's trustees, investment adviser,
custodian, transfer agent and dividend disbursing agent and Rule
12b-1 fees, if any), any applicable multi-class expense
differentials, annual expense budgets, coordinate with
Administrator for booking of expense accruals and adjustments and
monitor such expenses;
b. Prepare for review and approval by officers of the Trust
financial information for the Trust's semi-annual and annual
reports, proxy statements and other communications required or
otherwise to be sent to Trust shareholders;
c. Prepare and coordinate printing of Fund's Semi-annual and Annual
Reports to shareholders;
d. Prepare for review by an officer of and legal counsel for the
Trust the Trust's periodic financial reports required to be filed
with the Securities and Exchange Commission ("SEC") on Form
N-SAR, Form N-CSR and Form N-Q, and financial and expense
information required by Form N-1A and such other reports, forms
or filings, as may be mutually agreed upon;
e. Prepare and file with the SEC (subject to review by an officer of
and legal counsel for the Trust) Form 24f-2 and Form N-SAR and
prepare and coordinate for filing with the SEC (subject to review
by an officer of and legal counsel for the Trust) Form N-Q
filings;
f. Prepare reports relating to the business and affairs of the
Trust, such as but not limited to compliance reports, as may be
mutually agreed upon and not otherwise prepared by the Trust's
investment adviser, custodian, legal counsel or independent
accountants;
g. Prepare and assist with reports for the Board of Trustees of the
Trust ("Board") as may be mutually agreed upon by the parties;
h. Assist the Trust with responses to major industry questionnaires
as may be mutually agreed upon by the parties;
i. Calculate and review the Funds' periodic dividend distribution
amounts for reasonableness based upon a conventional multiple
class allocation method selected by the Trust;
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j. Report Fund performance to outside service providers as directed
by Fund management;
k. Account for dividends and interest received and distributions
made by the Fund;
l. Coordinate with the Fund's independent auditors with respect to
the annual audit, and as otherwise requested by the Fund; and
m. For new funds, portfolios and classes, obtain CUSIP numbers, as
necessary. Estimate organizational costs and expenses and monitor
against actual disbursements.
Fund Administration Financial and Tax Services
n. Prepare the Trust's federal, state and local income tax returns
for review by the Trust's independent accountants and filing by
the Trust; including but not limited to, Form 1120-RIC, Form
8613, Form 1099-MISC, "disinterested director" 1099-MISC and
other filings as may be required from time to time;
o. Calculate the distribution of capital gains, income and spill
back requirements and provide estimates of capital gains;
p. Estimate and recommend year-end dividend and capital gain
distributions necessary to establish Fund's status as a regulated
investment company ("RIC") under Section 4982 of the Internal
Revenue Code of 1986, as amended (the "Code") regarding minimum
distribution requirements;
q. Compute tax basis provisions for both excise and income tax
purposes;
r. Prepare information for Code Section 852 filings;
s. Provide shareholder reporting, including but not limited to
preparation of Form 1099-DIV inserts, treasury income
percentages, dividend received deduction information, qualified
dividend income information, state-by-state income breakdowns,
foreign tax credit information, alternative minimum tax
percentages, Florida intangible tax information and various state
specific gain information;
t. Prepare management reports and Board of Trustees materials, such
as unaudited financial statements and summaries of dividends and
distributions;
u. Provide financial information for Fund proxies and prospectuses
(Expense Table);
v. Assist with monitoring each Fund's compliance with the
requirements of Section 851 of the Code for qualification as a
RIC (i.e., 90% Income, 30% Income - Short Three, Diversification
Tests); and
w. For new funds, portfolios and classes, obtain Employer or
Taxpayer Identification Number.
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Fund Administration Legal Services
x. Prepare agenda and background materials for Board and Committee
meetings, make presentations at Board and Committee meetings
where appropriate, and follow-up on matters raised at Board and
Committee meetings and attend shareholder meetings;
y. Prepare and mail quarterly and annual Code of Ethics forms for
(i) disinterested Board members, and (ii) officers of the Trust,
if any, that are also employees of the Administrator, including a
review of returned forms against portfolio holdings and reporting
to the Board;
z. Prepare and coordinate for filing (subject to review by an
officer of and legal counsel for the Trust) with the SEC Form
N-CSR and any amendments or supplements to the Trust's
registration statement, including updating the Prospectus and
Statement of Additional Information;
aa. Prepare and coordinate for filing (subject to review by an
officer of and legal counsel for the Trust) with the SEC proxy
statements and provide consultation on proxy solicitation
matters;
bb. Prepare and coordinate for filing (subject to review by an
officer of and legal counsel for the Trust) with the SEC Form
N-PX;
cc. Maintain general Board calendars and regulatory filings
calendars;
dd. As mutually agreed to by the parties, prepare updates to and
maintain copies of the Trust's charter and by-laws;
ee. Act as liaison to legal counsel to the Trust if desired and,
where applicable, to legal counsel to the Trust's independent
Board members;
ff. Assist in developing guidelines and procedures to improve overall
compliance by the Trust;
gg. Assist the Trust in the handling of routine regulatory
examinations and work closely with the Trust's legal counsel in
response to any non-routine regulatory matters;
hh. Maintain continuing awareness of significant emerging regulatory
and legislative developments which may affect the Trust, update
the Board and the investment adviser on those developments and
provide related planning assistance where requested or
appropriate;
ii. Coordinate with insurance providers, including soliciting bids
for Directors & Officers/Errors & Omissions insurance and
fidelity bond coverage, coordinate the filing of fidelity bonds
with the SEC and make related Board presentations; and
jj. Prepare and mail annual Trustees' & Officer's questionnaires.
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Fund Administration Portfolio Compliance
mm. Assist with monitoring each Fund's compliance with investment
restrictions (e.g., issuer or industry diversification, etc.)
listed in the current prospectus(es) and Statement(s) of
Additional Information; and
nn. Assist with monitoring investment manager's compliance with Board
directives such as "Approved Issuers Listings for Repurchase
Agreements", Rule 17a-7, and Rule 12d-3 procedures.
Fund Administration Blue Sky Services
oo. Perform Blue Sky services pursuant to the specific instructions
of the Trust's officers as detailed in Schedule B hereto.
The Administrator shall provide the office facilities and sufficient personnel
required by it to perform the services contemplated herein. The Administrator
shall also provide the services of individuals to serve as certain officers of
the Trust who will be designated by the Administrator and appointed by the Board
of the Trust.
6. Fees; Expenses; Expense Reimbursement
The Administrator shall receive from the Trust such compensation for
the Administrator's services provided pursuant to this Agreement as may be
agreed to from time to time in a written fee schedule approved by the parties
(the "Fee Schedule"). The fees are calculated daily by the Administrator in
accordance with the Fee Schedule and billed monthly and shall be due and payable
by the Trust upon receipt of the Administrator's invoice. Upon the termination
of this Agreement before the end of any month, the fee for the part of the month
before such termination shall be prorated according to the proportion which such
part bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. In the event that a Fund is liquidated or is
merged out of existence prior to the end of a month, the fee payable with
respect to such Fund shall be prorated based on the number of days elapsed in
the month during which the Fund was still in existence. In addition, upon
receipt of the Administrator's invoice, the Trust shall reimburse the
Administrator for its out-of-pocket costs incurred in connection with this
Agreement.
The Trust agrees promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for the Trust through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Trust's behalf at the Trust's request or with
the Trust's consent.
The Trust will bear all expenses that are incurred in its operation
and not specifically assumed by the Administrator. Expenses to be borne by the
Trust, include, but are not limited to: organizational expenses; cost of
services of independent accountants and outside legal and tax counsel (including
such counsel's review of the Trust's registration statement, proxy materials,
federal and state tax qualification as a regulated investment company and other
reports and materials prepared by the Administrator under this Agreement); cost
of any services contracted for by the Trust directly from parties other than the
Administrator; cost of trading operations and brokerage fees, commissions and
transfer taxes in connection with the purchase and sale of securities for the
Trust; investment advisory fees; taxes, insurance premiums and other fees and
expenses applicable to its operation; costs incidental to any meetings of
shareholders including, but not limited to, legal and accounting fees, proxy
filing fees and the costs of
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preparation, printing and mailing of any proxy materials; costs incidental to
Board meetings, including fees and expenses of Board members; the salary and
expenses of any officer (except such officers who are employees of the
Administrator), director\trustee or employee of the Trust; costs incidental to
the preparation, printing and distribution of the Trust's registration
statements and any amendments thereto and shareholder reports; cost of
typesetting and printing of prospectuses; cost of preparation and filing of the
Trust's tax returns, Form N-1A and Form N-SAR, and all notices, registrations
and amendments associated with applicable federal and state tax and securities
laws; all applicable registration fees and filing fees required under federal
and state securities laws; fidelity bond and directors' and officers' liability
insurance; and cost of independent pricing services used in computing the Funds'
net asset value.
The Administrator is authorized to and may employ or associate with
such person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Trust for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.
7. Instructions and Advice
At any time, the Administrator may apply to any officer of the Trust
for instructions and may consult with its own legal counsel or outside counsel
for the Trust or the independent accountants for the Trust at the expense of the
Trust, with respect to any matter arising in connection with the services to be
performed by the Administrator under this Agreement. The Administrator shall not
be liable, and shall be indemnified by the Trust, for any action taken or
omitted by it in good faith in reliance upon any such instructions or advice or
upon any paper or document believed by it to be genuine and to have been signed
by the proper person or persons. The Administrator shall not be held to have
notice of any change of authority of any person until receipt of written notice
thereof from the Trust. Nothing in this paragraph shall be construed as imposing
upon the Administrator any obligation to seek such instructions or advice, or to
act in accordance with such advice when received.
8. Limitation of Liability and Indemnification
The Administrator shall be responsible for the performance of only
such duties as are set forth in this Agreement and, except as otherwise provided
under Section 6, shall have no responsibility for the actions or activities of
any other party, including other service providers. The Administrator shall have
no liability for any error of judgment or mistake of law or for any loss or
damage resulting from the performance or nonperformance of its duties hereunder
unless caused by or resulting from the negligence or willful misconduct of the
Administrator, its officers or employees. The Administrator shall not be liable
for any special, indirect, incidental, or consequential damages of any kind
whatsoever (including, without limitation, attorneys' fees) under any provision
of this Agreement or for any such damages arising out of any act or failure to
act hereunder. In any event, for any liability or loss suffered by the Trust
including, but not limited to, any liability relating to qualification of the
Trust as a regulated investment company or any liability relating to the Trust's
compliance with any federal or state tax or securities statute, regulation or
ruling, the Administrator's cumulative liability for each calendar year (a
"Liability Period") with respect to the Trust under this Agreement regardless of
the form of action or legal theory shall be limited to its total annual
compensation earned with respect to the Trust and fees payable hereunder during
the preceding Compensation Period, as defined herein, for any liability or loss
suffered by the Trust including, but not limited to, any liability relating to
qualification of the Trust as a regulated investment company or any liability
relating to the Trust's compliance with any federal or state tax or securities
statute, regulation or ruling during such Liability Period. "Compensation
Period" shall mean the calendar year ending immediately prior to each Liability
Period in which the event(s) giving rise to the Administrator's liability for
that period have occurred. Notwithstanding the foregoing, the Compensation
Period for purposes of
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calculating the annual cumulative liability of the Administrator for the
Liability Period commencing on the date of this Agreement and terminating on
December 31, 2005 shall be the date of this Agreement through December 31, 2005,
calculated on an annualized basis, and the Compensation Period for the Liability
Period commencing January 1, 2006 and terminating on December 31, 2006 shall be
the date of this Agreement through December 31, 2005, calculated on an
annualized basis.
The Administrator shall not be responsible or liable for any failure
or delay in performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, work stoppage, power or other mechanical failure,
computer virus, natural disaster, governmental action or communication
disruption. In the event that any of the aforementioned events or circumstances
actually causes loss, damage or expense to the Trust, the Administrator shall
use commercially reasonable efforts under the circumstances to mitigate the
negative effect of such event on the Trust. Notwithstanding the foregoing,
nothing in this paragraph shall relieve the Administrator from its
responsibility to provide and maintain appropriate backup and disaster recovery
facilities.
The Trust shall indemnify and hold the Administrator harmless from all
loss, cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by the Administrator resulting from any claim, demand, action
or suit in connection with the Administrator's acceptance of this Agreement, any
action or omission by it in the performance of its duties hereunder, or as a
result of acting upon any instructions reasonably believed by it to have been
duly authorized by the Trust, provided that this indemnification shall not apply
to actions or omissions of the Administrator, its officers or employees in cases
of its or their own negligence or willful misconduct.
The Trust will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above. In the
event the Trust elects to assume the defense of any such suit and retain
counsel, the Administrator or any of its affiliated persons, named as defendant
or defendants in the suit, may retain additional counsel but shall bear the fees
and expenses of such counsel unless (i) the Trust shall have specifically
authorized the retaining of such counsel or (ii) the Administrator shall have
determined in good faith that the retention of such counsel is required as a
result of a conflict of interest.
The indemnification contained herein shall survive the termination of
this Agreement.
9. Confidentiality
The Administrator agrees that, except as otherwise required by law or
in connection with any required disclosure to a banking or other regulatory
authority, including Regulation S-P, it will keep confidential all records and
information in its possession relating to the Trust or its shareholders or
shareholder accounts and will not disclose the same to any person except at the
request or with the written consent of the Trust.
10. Compliance with Governmental Rules and Regulations; Records
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Administrator agrees that all records which it maintains for the Trust shall
at all times remain the property of the Trust, shall be readily accessible
during normal business hours, and shall be promptly surrendered upon the
termination of the Agreement or otherwise on written request. The Administrator
further agrees that all records which it maintains for the Trust pursuant to
Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by
Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as
provided above. Records shall be surrendered in usable machine-readable form.
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11. Services Not Exclusive
The services of the Administrator to the Trust are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Trust
from time to time, have no authority to act or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
12. Term, Termination and Amendment
This Agreement shall become effective on the date first above written.
The Agreement shall remain in effect for a period of one year from the effective
date, and shall automatically continue in effect thereafter with respect to the
Trust unless terminated at the end of such period or thereafter on sixty (60)
days' prior written notice given by either party to the other party. Termination
of this Agreement with respect to any given Fund shall in no way affect the
continued validity of this Agreement with respect to any other Fund. Upon
termination of this Agreement, the Trust shall pay to the Administrator such
compensation and any reimbursable expenses as may be due under the terms hereof
as of the date of such termination, including reasonable out-of-pocket expenses
associated with such termination. This Agreement may be modified or amended from
time to time by mutual written agreement of the parties hereto.
13. Notices
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Trust: Xxxxxxxxxx Institutional Series, c/x Xxxxxxxxxx Global Investors, Inc.,
000 Xxxx Xxx Xxxx Xxxx., Xxxxx 0000, Xxxx Xxxxxxxxxx, XX 00000, Attn: General
Counsel, Fax: (000) 000-0000; if to the Administrator: State Street Bank and
Trust Company, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, Attn: Fund
Administration Legal Department, Fax: (000) 000-0000.
14. Non-Assignability
This Agreement shall not be assigned by either party hereto without
the prior consent in writing of the other party, except that the Administrator
may assign this Agreement to a successor of all or a substantial portion of its
business, or to a party controlling, controlled by or under common control with
the Administrator.
15. Successors
This Agreement shall be binding on and shall inure to the benefit of
the Trust and the Administrator and their respective successors and permitted
assigns.
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16. Entire Agreement
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
17. Waiver
The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
18. Severability
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
19. Governing Law
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
20. Reproduction of Documents
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
21. Limitations of Liability of the Trustees or Shareholders
As provided for in Trust's Amended and Restated Agreement and
Declaration of Trust, the shareholders, trustees, officers, employees and other
agents of the Trust shall not personally be bound by or liable for the matters
set forth herein, nor shall resort be had to their private properties for the
satisfaction of any obligation or claim hereunder. A Certificate of Trust
referring to the aforesaid Amended and Restated Agreement and Declaration of
Trust is on file with the Secretary of the Commonwealth of Massachusetts.
22. Counterparts
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
XXXXXXXXXX INSTITUTIONAL SERIES
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
STATE STREET BANK AND TRUST COMPANY
By:
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
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SCHEDULE A
List of Funds
(as of September 12, 2005)
Xxxxxxxxxx Institutional Series
Xxxxxxxxxx International Value Fund
Xxxxxxxxxx International Growth Fund
Xxxxxxxxxx Emerging Markets Fund
Xxxxxxxxxx International Core Fund
Xxxxxxxxxx All Countries Fund
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SCHEDULE B
Notice Filing with State Securities Administrators
At the specific direction of the Trust, the Administrator will prepare required
documentation and make Notice Filings in accordance with the securities laws of
each jurisdiction in which Trust shares are to be offered or sold pursuant to
instructions given to the Administrator by the Trust.
The Trust shall be solely responsible for the determination (i) of those
jurisdictions in which Notice Filings are to be submitted and (ii) the number of
Trust shares to be permitted to be sold in each such jurisdiction. In the event
that the Administrator becomes aware of (a) the sale of Trust shares in a
jurisdiction in which no Notice Filing has been made or (b) the sale of Trust
shares in excess of the number of Trust shares permitted to be sold in such
jurisdiction, the Administrator shall report such information to the Trust, and
it shall be the Trust's responsibility to determine appropriate corrective
action and instruct the Administrator with respect thereto.
The Blue Sky services shall consist of the following:
1. Filing of Trust's Initial Notice Filings, as directed by the Trust;
2. Filing of Trust's renewals and amendments as required;
3. Filing of amendments to the Trust's registration statement where
required;
4. Filing Trust sales reports where required;
5. Payment at the expense of the Trust of all Trust Notice Filing fees;
6. Filing the Prospectuses and Statements of Additional Information and
any amendments or supplements thereto where required;
7. Filing of annual reports and proxy statements where required; and
8. The performance of such additional services as the Administrator and
the Trust may agree upon in writing.
Unless otherwise specified in writing by the Administrator, Blue Sky services by
the Administrator shall not include determining the availability of exemptions
under a jurisdiction's blue sky law. Any such determination shall be made by the
Trust or its legal counsel. In connection with the services described herein,
the Trust shall issue in favor of the Administrator a power of attorney to
submit Notice Filings on behalf of the Trust, which power of attorney shall be
substantially in the form of Exhibit 1 attached hereto.
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EXHIBIT 1
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of that (the
--------------- ----------
"Trust") on behalf of its currently existing series and all future series (the
"Funds"), with principal offices at , makes, constitutes, and
----------------
appoints STATE STREET BANK AND TRUST COMPANY (the "Administrator") with
principal offices at Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx its lawful
attorney-in-fact for it to do as if it were itself acting, the following:
1. NOTICE FILINGS FOR FUND SHARES. The Power to submit notice filings for the
Funds in each jurisdiction in which the Funds' shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and file any and
all of the Funds' applications including without limitation, applications to
provide notice for the Funds' shares, consents, including consents to service of
process, reports, including without limitation, all periodic reports, or other
documents and instruments now or hereafter required or appropriate in the
judgment of the Administrator in connection with the notice filings of the
Funds' shares.
2. CHECKS. The power to draw, endorse, and deposit checks in the name of the
Funds in connection with the notice filings of the Funds' shares with state
securities administrators.
3. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney, individuals
holding the titles of Officer, Blue Sky Manager or Senior Blue Sky Administrator
at the Administrator shall have authority to act on behalf of the Funds with
respect to items 1 and 2 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Administrator of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Administrator as or otherwise authorize the Administrator to
act as an officer, director or employee of the Trust.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
[NAME]
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
Subscribed and sworn to before me
this day of 20
------- --------------------- ---
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Notary Public
State of
------------------------------------
In and for the County of
--------------------
My Commission expires
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