MASTER SERVICES AGREEMENT
THIS AGREEMENT is made as of January 15, 2000, by and between FLAG INVESTORS
SERIES FUNDS, INC., a Maryland corporation (the "Fund"), and INVESTMENT COMPANY
CAPITAL CORP., a Maryland corporation ("ICC").
W I T N E S E T H:
WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund desires to retain ICC to provide certain services on behalf
of the Fund, as set forth in the Appendices to this Agreement, and ICC is
willing so to serve.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints ICC to perform such services and to
serve such functions on behalf of the Fund as set forth in the Appendices to
this Agreement, on the terms set forth in this Agreement and the Appendices
hereto. ICC accepts such appointment and agrees to furnish such services and
serve such functions. The Fund may have currently outstanding one or more series
or classes of its shares of common stock, par value $.001 per share ("Shares")
and may from time to time hereafter issue separate series or classes of its
Shares or classify and reclassify Shares of any series or class, and the
appointment effected hereby shall constitute appointment for the provision of
services with respect to all existing series and classes and any additional
series and classes unless the parties shall otherwise agree in writing.
2. Delivery of Documents. The Fund has furnished ICC with copies properly
certified or authenticated of the following documents and will furnish ICC from
time to time with copies, properly certified or authenticated, of all amendments
of or supplements thereto, if any:
(a) Resolutions of the Fund's Board of Directors authorizing the appointment
of ICC to act in such capacities on behalf of the Fund as set forth in the
Appendices to this Agreement, and the entering into of this Agreement by the
Fund;
(b) The Fund's Articles of Incorporation and all amendments thereto (the
"Charter") and the Fund's By-Laws and all amendments thereto (the "By-Laws");
(c) The Fund's most recent Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act") and under the 1940 Act as
filed with the Securities and Exchange Commission (the "SEC") relating to the
Shares; and
(d) Copies of the Fund's most recent prospectus or prospectuses, including
amendments and supplements thereto (collectively, the "Prospectus").
3. Services to be Provided; Fees. During the term of this Agreement, ICC shall
perform the services and act in such capacities on behalf of the Fund as set
forth herein and in the Appendices to this Agreement. For the services performed
by ICC for the Fund, the Fund will compensate ICC in such amounts as may be
agreed to from time to time by the parties in writing.
4. Records. The books and records pertaining to the Fund that are in the
possession of ICC shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws and rules and regulations. The Fund, or the Fund's
authorized representatives, shall have access to such books and records at all
times during ICC's normal business hours. Upon the reasonable request of the
Fund, ICC shall provide copies of any such books and records to the Fund or the
Fund's authorized representative at the Fund's expense.
5. Cooperation with Accountants. In addition to any obligations set forth in an
Appendix hereto, ICC shall cooperate with the Fund's independent accountants and
shall take all reasonable actions in the performance of its obligations under
this Agreement to ensure that the necessary information is made available to
such accountants for the expression of such accountants' opinion of the Fund's
financial statements or otherwise, as such may be required by the Fund from time
to time.
6. Compliance with Governmental Rules and Regulations. The Fund assumes full
responsibility for insuring that the Fund complies with all applicable
requirements of the 1933 Act, the Securities Exchange Act of 1934(the "1934
Act"), the 1940 Act, and any laws, rules and regulations of governmental
authorities having jurisdiction. ICC undertakes to comply with all applicable
requirements of the 1933 Act, the 1934 Act, the 1940 Act, the Commodities
Exchange Act (if applicable), and all laws, rules and regulations of
governmental authorities having jurisdiction with respect to the performance by
ICC of its duties under this Agreement, including the Appendices hereto.
7. Expenses. (a) ICC shall bear all expenses of its employees and overhead
incurred in connection with its duties under this Agreement and shall pay all
salaries and fees of the Fund's directors and officers who are employees of ICC.
(b) The Fund assumes and shall pay or cause to be paid all other expenses of
the Fund, including, without limitation: the fees for investment advisory
services, the fees of the administrator and distributor; the charges and
expenses of any registrar, any custodian or depositary appointed by the Fund for
the safekeeping of its cash, portfolio securities and other property, and any
stock transfer, dividend or accounting agent or agents appointed by the Fund;
brokers' commissions chargeable to the Fund in connection with portfolio
securities transactions to which the Fund is a party; all taxes, including
securities issuance and transfer taxes, and corporate fees payable by the Fund
to federal, state or other governmental agencies; the cost and expense of
engraving or printing of stock certificates representing Shares; all costs and
expenses in connection with maintenance of registration of the Fund and its
Shares with the SEC and various states and other jurisdictions (including filing
fees and legal fees and disbursements of counsel); the expenses of printing,
including typesetting, and distributing prospectuses of the Fund and supplements
thereto to the Fund's shareholders; all expenses of shareholders' and directors'
meetings and of preparing, printing and mailing of proxy statements and reports
to shareholders; fees and travel expenses of directors or members of any
advisory board or committee other than such directors or members who are
"interested persons" of the Fund (as defined in the 1940 Act); all expenses
incident to the payment of any dividend, distribution, withdrawal or redemption,
whether in Shares or in cash; charges and expenses of any outside service used
for pricing of the Shares; charges and expenses of legal counsel, including
counsel to the directors of the Fund who are not "interested persons" of the
Fund (as defined in the 1940 Act), and of independent accountants, in connection
with any matter relating to the Fund; a portion of membership dues of industry
associations; interest payable on Fund borrowings; postage; insurance premiums
on property or personnel (including officers and directors) of the Fund which
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inure to its benefit; extraordinary expenses (including, but not limited to,
legal claims and liabilities and litigation costs and any indemnification
related thereto); and all other charges and costs of the Fund's operation unless
otherwise explicitly provided herein.
8. Liability; Indemnification. Neither ICC nor any of its officers, directors or
employees shall be liable for any error of judgment or for any loss suffered by
the Fund in connection with the matters to which this Agreement, including the
Appendices hereto, relates, except a loss resulting from willful misfeasance,
bad faith or gross negligence on its or their part in the performance of, or
from reckless disregard by it or them of, its or their obligations and duties
under this Agreement. The Fund agrees to indemnify and hold harmless ICC and its
nominees from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the 1934
Act, the 1940 Act, and any state and foreign securities and blue sky laws, all
as currently in existence or as amended from time to time) and expenses,
including (without limitation) attorneys' fees and disbursements, arising
directly or indirectly from any action or thing which ICC takes or does or omits
to take or do at the request or on the direction of or in reliance on the advice
of the Fund; provided, that neither ICC nor any of its nominees shall be
indemnified against any liability to the Fund or to its shareholders (or any
expenses incident to such liability)arising out of ICC's own willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties and
obligations under this Agreement. Notwithstanding anything else in this
Agreement or any Appendix hereto to the contrary, ICC shall have no liability to
the Fund for any consequential, special or indirect losses or damages which the
Fund may incur or suffer as a consequence of ICC's performance of the services
provided in this Agreement or any Appendix hereto.
9. Responsibility of ICC. ICC shall be under no duty to take any action on
behalf of the Fund except as specifically set forth herein or as may be
specifically agreed to by ICC in writing. In the performance of its duties
hereunder, ICC shall be obligated to exercise care and diligence and to act in
good faith and to use its best efforts within reasonable limits in performing
services provided for under this Agreement, but ICC shall not be liable for any
act or omission which does not constitute willful misfeasance, bad faith or
gross negligence on the part of ICC or reckless disregard by ICC of its duties
under this Agreement. Notwithstanding anything in this Agreement to the
contrary, ICC shall have no liability to the Fund for any consequential, special
or indirect losses or damages which the Fund may incur or suffer by or as a
consequence of ICC's performance of the services provided hereunder.
10. Non-Exclusivity. The services of ICC to the Fund are not to be deemed
exclusive and ICC shall be free to render accounting or other services to others
(including other investment companies) and to engage in other activities. It is
understood and agreed that directors, officers or employees of ICC may serve as
directors or officers of the Fund, and that directors or officers of the Fund
may serve as directors, officers and employees of ICC to the extent permitted by
law; and that directors, officers and employees of ICC are not prohibited from
engaging in any other business activity or from rendering services to any other
person, or from serving as partners, directors or officers of any other firm or
corporation, including other investment companies.
11. Notice. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
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mail, postage prepaid, to the Fund at Xxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx
00000, Attention: Fund Counsel, or to ICC at Xxx Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000, Attention: Xx. Xxxxxx X.Xxxxxxxx.
12. Miscellaneous. (a) This Agreement shall become effective as of the date
first above written and shall remain in force until terminated. This Agreement,
or any Appendix hereto, may be terminated at any time without the payment of any
penalty, by either party hereto on sixty (60) days' written notice to the other
party.
(b) This Agreement shall be construed in accordance with the laws of the
State of Maryland.
(c) If any provisions of this Agreement shall be held or made invalid in
whole or in part, the other provisions of this Agreement shall remain in force.
Invalid provisions shall, in accordance with the intent and purpose of this
Agreement, be replaced by mutual consent of the parties with such valid
provisions which in their economic effect come as close as legally possible to
such invalid provisions.
(d) Except as otherwise specified in the Appendices hereto, ICC shall be
entitled to rely on any notice or communication believed by it to be genuine and
correct and to have been sent to it by or on behalf of the Fund.
(e) ICC agrees on behalf of itself and its employees to treat confidentially
all records and other information relative to the Fund and its prior, present,
or potential shareholders, except, after prior notification to and approval in
writing by the Fund, which approval shall not be unreasonably withheld and may
not be withheld where ICC may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund.
(f) Any part of this Agreement or any Appendix attached hereto may be
changed or waived only by an instrument in writing signed by both parties
hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
FLAG INVESTORS SERIES FUNDS, INC.
____________________________________
By: ____________________________________
Title: ____________________________________
INVESTMENT COMPANY CAPITAL CORP.
____________________________________
By: Xxxxxx X. Xxxxxxxx
Title: ____________________________________
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Appendix I
ADMINISTRATION AND SERVICES APPENDIX to
MASTER SERVICES AGREEMENT between
FLAG INVESTORS SERIES FUNDS, INC. and
INVESTMENT COMPANY CAPITAL CORP.
This Appendix is dated as of January 15, 2000, and is hereby
incorporated into and made a part of the Master Services Agreement (the "Master
Services Agreement") between FLAG INVESTORS SERIES FUNDS, INC. (the "Fund") and
INVESTMENT COMPANY CAPITAL CORP. ("ICC"). Defined terms not otherwise defined
herein shall have the meaning set forth in the Master Services Agreement.
In consideration of the promises and mutual covenants herein contained,
it is agreed between the parties hereto as follows:
1. Duties.
(a) Administrator. ICC shall, on a continuous basis, furnish the Fund with
such administrative services as the Board of Directors of the Fund reasonably
deems necessary for the proper administration of the Fund. Without limiting the
generality of the foregoing, ICC will
(i) supply executive and administrative services;
(ii) negotiate arrangements with, and supervise and coordinate the
activities of, agents and others retained by the Fund to supply
services to the Fund and/or its shareholders;
(iii) supply stationery and office supplies;
(iv) supply statistical and research data;
(v) prepare agendas and minutes and supply supporting documentation
for meetings of the Boards of Directors of the Fund;
(vi) provide monitoring reports and assistance regarding the Fund's
compliance with its Articles of Incorporation, By-Laws, investment
objectives and policies and federal and state securities laws,
including monthly (or more frequently if required) reports
indicating the legal residence of each beneficial owner (of which
ICC has knowledge) of shares of the Fund purchased during that
month;
(vii) arrange for dissemination of yield and other performance
information in newspapers;
(viii) supply data processing services, clerical, accounting, bookkeeping
and recordkeeping services (including without limitation the
maintenance of such books and records as are required under the
Act and the rules thereunder, except as maintained by other agents
of the Fund);
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(ix) calculate the net asset value, net income and realized capital
gains or losses of the Fund;
(x) prepare and file reports to and filings with the Securities and
Exchange Commission and various state Blue Sky authorities,
including Fund registration statements, periodic reports,
prospectuses, proxy statements and Blue Sky and Rule 24f-2
registrations;
(xi) prepare reports to shareholders of the Fund;
(xii) prepare and file tax returns;
(xiii) arrange for fidelity bond and errors and omissions insurance
coverage; and
(xiv) generally assist in all aspects of the Fund's operations.
2. Delegation of Responsibilities. ICC will from time to time employ or
associate with itself such person or persons as ICC may believe to be
particularly suited to assist it in the performance of this Agreement. The
compensation of such person or persons shall be paid by ICC and no obligation
shall be incurred on behalf of the Fund in such respect.
3. Compensation. As compensation for the services performed by ICC for the Fund
pursuant to this Appendix, the Fund will pay to ICC such amounts as may be
agreed to from time to time by the parties in writing.
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Appendix II
TRANSFER AGENCY SERVICES APPENDIX to
MASTER SERVICES AGREEMENT between
FLAG INVESTORS SERIES FUNDS, INC. and
INVESTMENT COMPANY CAPITAL CORP.
This Appendix is dated as of January 15, 2000, and is hereby
incorporated into and made a part of the Master Services Agreement (the "Master
Services Agreement") between FLAG INVESTORS SERIES FUNDS, INC. (the "Fund") and
INVESTMENT COMPANY CAPITAL CORP. ("ICC"). Defined terms not otherwise defined
herein shall have the meaning set forth in the Master Services Agreement.
1. Definitions.
(a) "Authorized Person." The term "Authorized Person" shall mean any officer
of the Fund and any other person, who is fully authorized by the Fund's Board of
Directors, to give Oral and Written Instructions on behalf of the Fund. Such
persons are listed in the Certificate attached hereto.
(b) "Oral Instructions." The term "Oral Instructions" shall mean oral
instructions received by ICC from an Authorized Person or from a person
reasonably believed by ICC to be an Authorized Person.
(c) "Written Instructions." The term "Written Instructions" shall mean
written instructions signed by two Authorized Persons and received by ICC. The
instructions may be delivered by hand, mail, tested telegram, cable, telex or
facsimile sending device.
2. Instructions. Unless otherwise provided in this Appendix, ICC shall act only
upon Oral and Written Instructions. ICC shall be entitled to rely upon any Oral
and Written Instruction it receives from an Authorized Person (or from a person
reasonably believed by ICC to be an Authorized Person) pursuant to this
Agreement. ICC may assume that any Oral or Written Instruction received
hereunder is not in any way inconsistent with the provisions of the Fund's
Articles of Incorporation, the Master Services Agreement, or any Appendix
attached thereto, or of any vote, resolution or proceeding of the Fund's Board
of Directors or shareholders.
The Fund agrees to forward to ICC Written Instructions confirming Oral
Instructions so that ICC receives the Written Instructions by the close of
business on the same day that such Oral Instructions are received. The fact that
such confirming Written Instructions are not received by ICC shall in no way
invalidate the transactions or enforceability of the transactions authorized by
the Oral Instructions. The Fund further agrees that ICC shall incur no liability
to the Fund in acting upon Oral or Written Instructions provided such
instructions reasonably appear to have been received from an Authorized Person.
If ICC is in doubt as to any action it should or should not take, ICC may
request directions or advice, including Oral or Written Instructions, from the
Fund. ICC shall be protected in any action it takes or does not take in reliance
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upon directions, advice or Oral or Written Instructions it receives from the
Fund or from counsel and which ICC believes, in good faith, to be consistent
with those directions, advice or Oral of Written Instructions. Notwithstanding
the foregoing, ICC shall have no obligation (i) to seek such directions, advice
or Oral or Written Instructions, or (ii) to act in accordance with such
directions, advice or Oral or Written Instructions unless, under the terms of
other provisions of this Appendix, the same is a condition of ICC's properly
taking or not taking such action.
3. Description of Services.
(a) General Services to be Provided. ICC shall provide to the Fund the
following services on an ongoing basis:
(i) Calculate 12b-1 payments;
(ii) Maintain proper shareholder registrations;
(iii) Review new applications and correspond with shareholders, if
necessary, to complete or correct information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in conjunction with proxy
solicitations; solicit and tabulate proxies; receive and tabulate
proxy cards for meetings of the Fund's shareholders;
(vi) Countersign securities;
(vii) Direct shareholder confirmation of activity;
(viii) Provide toll-free lines for direct shareholder use, plus customer
liaison staff for on-line inquiry response;
(ix) Mail duplicate confirmation to broker-dealers of their clients'
activity, whether executed through the broker-dealer or directly
with ICC;
(x) Provide periodic shareholder lists and statistics to the Fund;
(xi) Provide detail for underwriter/broker confirmations;
(xii) Mail periodic year-end tax and statement information;
(xiii) Provide timely notification to investment advisor, accounting
agent, and custodian of Fund activity; and
(xiv) Perform other participating broker-dealer shareholder services as
may be agreed upon from time to time.
(b) Purchase of Shares. ICC shall issue and credit an account of an investor,
in the manner described in the Prospectus, once it receives: (i)a purchase
order; (ii) proper information to establish a shareholder account; and (iii)
confirmation of receipt by, or crediting of funds for such order to, the Fund's
custodian.
(c) Redemption of Shares. ICC shall redeem the Fund's shares only in
accordance with the provisions of the Prospectus and each shareholder's
individual directions. Shares shall be redeemed at such time as the shareholder
tenders his or her shares and directs the method of redemption in accordance
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with the terms set forth in the Prospectus. If securities are received in proper
form, Shares shall be redeemed before the funds are provided to ICC. When the
Fund provides ICC with funds, redemption proceeds will be wired (if requested)or
a redemption check issued. All redemption checks shall be drawn to the
recordholder unless third party payment authorizations have been signed by the
recordholder and delivered to ICC.
(d) Dividends and Distributions. Upon receipt of certified resolutions of the
Fund's Board of Directors authorizing the declaration and payment of dividends
and distributions, ICC shall issue the dividends and distributions in shares,
or, upon shareholder election, pay such dividends and distributions in cash.
Such issuance or payment shall be made after deduction and payment of the
required amount of funds to be withheld in accordance with any applicable tax
laws or other laws, rules or regulations. The Fund's shareholders shall receive
tax forms and other information, or permissible substitute notice, relating to
dividends and distributions, paid by the Fund as are required to be filed and
mailed by applicable law, rule or regulation. ICC shall maintain and file with
the IRS and other appropriate taxing authorities reports relating to all
dividends and distributions paid by the Fund to its shareholders as required by
tax or other law, rule or regulation.
(e) Shareholder Account Services. If authorized in the Prospectus, ICC shall
arrange for the following services, in accordance with the applicable terms set
forth in the Prospectus: (i) the issuance of Shares obtained through any
pre-authorized check plan and direct purchases through broker wire orders,
checks and applications; (ii) exchanges of shares of any fund for Shares of the
Fund with which the Fund has exchange privileges; (iii)automatic redemption from
an account where that shareholder participates in an automatic redemption plan;
and (iv) redemption of Shares from an account with a check writing privilege.
(f) Communications to Shareholders. Upon timely Written Instructions, ICC
shall mail all communications by the Fund to its shareholders, including,
reports to shareholders, confirmations of purchases and sales of Shares, monthly
or quarterly statements, dividend and distribution notices, and proxy material.
(g) Records. ICC shall maintain records of the accounts for each shareholder
showing the following information: (i) name, address and U.S. Tax Identification
or Social Security number; (ii) number and class of Shares held and number and
class of Shares for which certificates, if any, have been issued, including
certificate numbers and denominations; (iii) historical information regarding
the account of each shareholder, including dividends and distributions paid and
the date and price for all transactions on a shareholder's account; (iv) any
stop or restraining order placed against a shareholder's account; (v) any
correspondence relating to the current maintenance of a shareholder's account;
(vi) information with respect to withholdings; and (vii) any information
required in order for ICC to perform any calculations contemplated or required
by this Appendix or the Master Services Agreement.
(h) Lost or Stolen Certificates. ICC shall place a stop notice against any
certificate reported to be lost or stolen and comply with all applicable federal
regulatory requirements for reporting such loss or alleged misappropriation. A
new certificate shall be registered and issued upon: (i) the shareholder's
pledge of a lost instrument bond or such other appropriate indemnity bond issued
by a surety company approved by ICC; and (ii) completion of a release and
indemnification agreement signed by the shareholder to protect ICC.
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(i) Shareholder Inspection of Stock Records. Upon requests from Fund
shareholders to inspect stock records, ICC will notify the Fund and the Fund
shall deliver Oral or Written Instructions granting or denying each such
request. Unless ICC has acted contrary to the Fund's Instructions, the Fund
agrees to release ICC from any liability for refusal or permission for a
particular shareholder to inspect the Fund's shareholder records.
(j) Withdrawal of Shares and Cancellation of Certificates. Upon receipt of
Written Instructions, ICC shall cancel outstanding certificates surrendered by
the Fund to reduce the total amount of outstanding shares by the number of
shares surrendered by the Fund.
(k) Telephone Transactions. In accordance with the terms of the Prospectus,
ICC shall act upon shareholder requests made by telephone for redemption or
exchange of shares; provided that (i) the shareholder has authorized telephone
transactions on the Fund's Account Application or otherwise in writing, (ii) if
the request is a redemption, the amount to be redeemed does not exceed $50,000
and (iii) ICC has complied with the identification and other security procedures
required by the Fund in connection with telephone transactions.
4. Fees. As compensation for the services performed by ICC for the Fund pursuant
to this Appendix, the Fund will pay to ICC such amounts as may be agreed to from
time to time by the parties in writing.
5. Delegation of Responsibilities. ICC may subcontract to any third party all or
any part of its obligations under this Appendix; provided that any such
subcontracting shall not relieve ICC of any of its obligations under this
Appendix. All subcontractors shall be paid by ICC.
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Appendix III
ACCOUNTING SERVICES APPENDIX to
MASTER SERVICES AGREEMENT between
FLAG INVESTORS SERIES FUNDS, INC. and
INVESTMENT COMPANY CAPITAL CORP.
This Appendix is dated as of January 15, 2000, and is hereby incorporated
into and made a part of the Master Services Agreement (the "Master Services
Agreement") between FLAG INVESTORS SERIES FUNDS, INC. (the "Fund") and
INVESTMENT COMPANY CAPITAL CORP. ("ICC"). Defined terms not otherwise defined
herein shall have the meaning set forth in the Master Services Agreement.
1. Accounting Services to be Provided. ICC will perform the following accounting
functions if required:
(a) Journalize investment, capital share and income and expense;
(b) Verify investment buy/sell trade tickets when received from the Fund's
investment advisor and transmit trades to the Fund's custodian for proper
settlement;
(c) Maintain individual ledgers for investment securities;
(d) Maintain tax lots for each security;
(e) Reconcile cash and investment balances with the custodian, and provide
the Fund's investment advisor with the beginning cash balance available
for investment purposes;
(f) Update the cash availability throughout the day as required by the Fund's
investment advisor;
(g) Post to and prepare the Fund's Statement of Net Assets and Liabilities
and the Statement of Operations;
(h) Calculate various contractual expenses (e.g., advisor and custody fees);
(i) Monitor the expense accruals and notify Fund management of any proposed
adjustments;
(j) Control all disbursements from the Fund and authorize such disbursements
upon written instructions from the President or any other officer of the
Fund or the investment advisor;
(k) Calculate capital gains and losses;
(l) Determine the Fund's net income;
(m) Obtain security market quotes from independent pricing services approved
by the investment advisor, or if such quotes are unavailable, then obtain
such prices from the investment advisor, and in either case calculate the
market value of portfolio investments;
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(n) Transmit or mail a copy of the daily portfolio valuation to the Fund's
investment advisor;
(o) Compute the Fund's net asset value;
(p) As appropriate, compute the yields, total return, expense ratios,
portfolio turnover rate;
(q) Prepare a monthly financial statement, which will include the following
items:
o Schedule of Investments;
o Statement of Net Assets and Liabilities;
o Statement of Operations;
o Statement of Changes in Net Assets;
o Cash Statement;
o Schedule of Capital Gains and Losses;
(r) Assist in the preparation of:
o Federal and State Tax Returns;
o Excise Tax Returns;
o Annual, Semi-Annual and Quarterly Shareholder Reports;
o Rules 24 (e)-2 and 24 (f)-2 Notices;
o Annual and Semi-Annual Reports on Form N-SAR;
o Monthly and Quarterly Statistical Data Information Reports Sent to
Performance Tracking Companies;
(s) Assist in the Blue Sky and Federal registration and compliance process;
(t) Assist in the review of registration statements; and
(u) Assist in monitoring compliance with Sub-Chapter M of the Internal
Revenue Code.
2. Records. ICC shall keep the following records: (a) all books and records with
respect to the Fund's books of account; and (b) records of the Fund's securities
transactions.
3. Liaison with Accountants. In addition to ICC's obligations relating to the
Fund's independent accountants set forth in the Master Services Agreement, ICC
shall act as liaison with the Fund's independent accountants and shall provide
account analyses, fiscal year summaries, and other audit related schedules.
4. Compensation. For services performed by ICC pursuant to this Appendix, the
Fund will pay to ICC compensation for such services as the parties may agree to
from time to time in writing.
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