AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of January 28, 2002 by and between IMPACT Management
Investment Trust ("IMIT"), a Massachusetts business trust and IMPACT
Administrative Services, Inc. (the "Administrator"), a Florida corporation.
WITNESSETH:
WHEREAS, IMIT is registered as a diversified, open-end, series management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act") and has established each of the separate portfolios listed on
Attachment D (the "Portfolios"); and
WHEREAS, IMIT wishes to retain the Administrator to provide certain
transfer agent, fund accounting, dividend disbursing and administration services
with respect to the Portfolios, and the Administrator is willing to furnish or
provide for the furnishing of such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. IMIT hereby appoints the Administrator to provide
transfer agent, fund accounting, dividend disbursing and fund administration
services to the Portfolios, subject to the supervision of the Board of Trustees
of IMIT (the "Board"), for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in
Paragraph 3 of this Agreement.
2. SERVICES PROVIDED BY THE ADMINISTRATOR. The Administrator will provide
the following services subject to the control, direction and supervision of the
Board, and in compliance with the objectives, policies and limitations set forth
in IMIT's Registration Statement, Declaration of Trust, Bylaws and applicable
laws and regulations.
(a) GENERAL ADMINISTRATION. The Administrator shall manage,
administer and conduct the general business activities of the Portfolios. The
Administrator shall provide the personnel and facilities necessary to perform
such general business activities. A detailed description of these services is
included in Attachment A to this Agreement.
(b) FUND ACCOUNTING. The Administrator shall provide the following
accounting services to the Portfolios: (i) maintenance of the books and records
and accounting controls for the Portfolios' assets, including records of all
securities transactions; (ii) calculation of the Portfolios' net asset values in
accordance with the Prospectuses and, if requested by IMIT, transmission of the
net asset values to the NASD for publication of prices; (iii) accounting for
dividends, interest and other income received and distributions made by the
Portfolios; (iv) preparation and filing of the Portfolios' state and federal tax
returns and Semi-Annual Reports on Form N-SAR; (v) production of transaction
data, financial reports and such other periodic and special reports as the Board
may reasonably request; (vi) the preparation of financial statements for the
semi-annual and annual reports and other shareholder communications; (vii)
liaison with the Portfolios' independent auditors; and (viii) monitoring and
administration of arrangements with the Portfolios' custodian and depository
banks. A complete listing of reports that will be available to each of the
Portfolios is included in Attachment B of this Agreement.
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(c) TRANSFER AGENT. With respect to each Portfolio, the Administrator
shall:
(i) Maintain records showing for each shareholder the
following: (A) name, address and tax identification number;
(B) number of shares held of the Portfolio; (C) historical
information including dividends paid and the date and price
of all transactions including individual purchases and
redemptions; and (D) any dividend reinvestment order,
application, dividend address and correspondence relating
to the current maintenance of the account.
(ii) Record the issuance of shares of beneficial interest of
IMIT in book entry form.
(iii) Process all orders for the purchase of shares of the
Portfolio in accordance with IMIT's current Registration
Statement. Upon receipt of any check or other payment for
purchase of shares of the Portfolio from an investor, it
will: (A) stamp the envelope with the date of receipt; (B)
forthwith process the same for collection; and (C)
determine the amounts thereof due the Portfolio, and notify
the Portfolio of such determination and deposit, such
notification to be given on a daily basis of the total
amounts determined and deposited to the Portfolio's
custodian bank account during such day. The Administrator
shall then credit the share account of the investor with
the number of shares to be purchased according to the price
of the Portfolio's shares in effect for purchases made on
the date such payment is received by the Administrator,
determined as set forth in the Portfolio's current
Prospectus, and shall promptly mail a confirmation of said
purchase to the investor, all subject to any instructions
which IMIT may give to the Administrator with respect to
the timing or manner of acceptance of orders for Portfolio
shares relating to payments so received by it.
(iv) Receive and stamp with the date of receipt all written
requests for redemptions or repurchase of shares and shall
process redemptions and repurchase requests as follows: (A)
if such redemption request complies with the applicable
standards approved by IMIT, the Administrator shall on each
business day notify the Portfolio of the total number of
shares presented and covered by such requests received by
the Administrator on such day; (B) on or prior to the
seventh calendar day succeeding any such request for
redemption, the Administrator shall notify the custodian,
subject to the instructions from the Portfolio, to transfer
monies to such account as designated by the Administrator
for such payment to the redeeming shareholder of the
applicable redemption or repurchase price; (C) if any such
request for redemption or repurchase does not comply with
applicable standards, the Administrator shall promptly
notify the investor of such fact, together with the reason
therefor, and shall effect such redemption at the
Portfolio's price next determined after receipt of
documents complying with said standards or at such other
time as IMIT shall so direct.
(v) Acknowledge all correspondence from shareholders relating
to their share accounts and undertake such other
shareholder correspondence as may from time to time be
mutually agreed upon.
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(vi) Process redemptions of Portfolio shares upon telephone
instructions from qualified shareholders in accordance with
the procedures set forth in the Portfolio's current
Prospectus. The Administrator shall be permitted to act
upon the instruction of any person by telephone to redeem
Portfolio shares from any account for which such services
have been authorized. IMIT hereby agrees to indemnify and
hold the Administrator harmless against all losses, costs
or expenses, including attorneys' fees and expenses
suffered or incurred by the Administrator directly or
indirectly as a result of relying on the telephone
instructions of any person acting on behalf of a
shareholder account for which telephone services have been
authorized.
(vii) Transfer on the records of the Portfolio maintained by it,
shares held in non-certificate form, upon the surrender to
it of transfer documents in proper form for transfer and,
upon cancellation thereof, to countersign and issue new
documents of ownership for a like amount of stock and to
deliver the same pursuant to the transfer instructions.
(viii)In the event that any check or other order for the payment
of money is returned unpaid for any reason, take such
steps, including redepositing said check for collection or
returning said check to the investor, as the Administrator
may, at its discretion, deem appropriate and notify the
Portfolio of such action, unless the Portfolio instructs
otherwise. However, the Administrator shall not be liable
to IMIT or the Portfolio for any returned checks or other
order for the payment of money if it follows reasonable
procedures with respect thereto.
(ix) Prepare, file with the Internal Revenue Service, and mail
to shareholders such returns for reporting payment of
dividends and distributions as are required by applicable
laws to be so filed and/or mailed, and the Administrator
shall withhold such sums as are required to be withheld
under applicable Federal income tax laws, rules and
regulations.
(x) Mail proxy statements, proxy cards and other materials and
shall receive, examine and tabulate returned proxies. The
Administrator shall make interim reports of the status of
such tabulation to IMIT upon request, and shall certify the
final results of the tabulation.
(d) DIVIDEND DISBURSING. The Administrator shall act as Dividend
Disbursing Agent for the Portfolios, and, as such, shall prepare and mail
checks; or credit income and capital gain payments to shareholders. The
Portfolios shall advise the Administrator of the declaration of any dividend or
distribution and the record and payable date thereof at least five (5) days
prior to the record date. The Administrator shall, on or before the payment date
of any such dividend or distribution, notify the Portfolios' custodian of the
estimated amount required to pay any portion of said dividend or distribution
which is payable in cash, and on or before the payment date of such
distribution, the Portfolios shall instruct its custodian to make available to
the Administrator sufficient funds for the cash amount to be paid out. If a
shareholder is entitled to receive additional shares by virtue of any such
distribution or dividend, appropriate credits will be made to his account and/or
certificates delivered where requested. A shareholder not electing issuance of
certificates will receive a confirmation from the Administrator indicating the
number of shares credited to his account.
(e) MISCELLANEOUS. The Administrator will also:
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(i) Provide office facilities (which may be in the offices of
the Administrator or a corporate affiliate of them, but
shall be in such location as IMIT shall reasonably approve)
and the services of a principal financial officer to be
appointed by IMIT;
(ii) Furnish statistical and research data, clerical services
and stationery and office supplies;
(iii) Assist in the monitoring of regulatory and legislative
developments which may affect IMIT and the Portfolios and,
in response to such developments, counsel and assist IMIT
in routine regulatory examinations or investigations of
IMIT and the Portfolios, and work with outside counsel to
IMIT in connection with regulatory matters or litigation.
(iv) In performing its duties: (A) will act in accordance with
IMIT's Declaration of Trust, Bylaws, Prospectus and the
instructions and directions of the Board and will conform
to, and comply with, except as otherwise provided herein,
the requirements of the 1940 Act and all other applicable
federal or state laws and regulations; and (B) will consult
with outside legal counsel to IMIT, as necessary or,
appropriate.
(v) Preserve for the periods prescribed by Rule 3la-2 under the
1940 Act the records required to be maintained by Rule
3la-1 under said Act in connection with the services
required to be performed hereunder. The Administrator
further agrees that all such records which it maintains for
the Portfolios are the property of IMIT and further agrees
to surrender promptly to IMIT any of such records upon
IMIT's request.
(vi) The Administrator may, at its expense and discretion,
subcontract with any entity or person concerning the
provisions of the services contemplated hereunder. The
Administrator will provide prompt notice of such delegation
and provide copies of such subcontracts to IMIT.
3. FEES, EXPENSES; EXPENSE REIMBURSEMENT.
(a) For the services rendered for the Portfolios pursuant to this
Agreement, the Administrator shall be entitled to fees as set forth in the fee
schedule on Attachment C of this Agreement. Such fees are to be paid monthly on
the first business day of the following month. Upon any termination of this
Agreement before the end of any month, the fee for such part of the month shall
be prorated according to the proportion which such period bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement.
(b) The Administrator will from time to time employ or associate with
such person or persons as may be fit to assist them in the performance of this
Agreement. Such person or persons may be officers and employees who are employed
by both the Administrator and IMIT. The compensation of such person or persons
for such employment shall be paid by the Administrator and no obligation will be
incurred by or on behalf of IMIT in such respect.
(c) The Administrator will bear all expenses in connection with the
performance of its services under this Agreement except as otherwise expressly
provided herein. Other expenses to be incurred in the operation of the
Portfolios will be borne by the Portfolios or
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other parties, including interest, brokerage fees and commissions, if any, and
advisory fees; provided, however, that, except as provided in any distribution
plan adopted by IMIT, the Portfolios will not bear, directly or indirectly, the
cost of any activity which is primarily intended to result in the distribution
of shares of the Portfolios. In addition, the Administrator may utilize one or
more independent pricing services, approved from time to time by the Board, to
obtain securities prices in connection with determining the net asset values of
the Portfolios, and a Portfolio will reimburse the Administrator for its share
of the cost of such services based upon its actual use of the services for the
benefit of such Portfolio.
4. DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY.
(a) In the performance of its duties hereunder, the Administrator
shall be obligated to exercise due care and diligence and to act in good faith
in performing the services provided for under this Agreement. In performing its
services hereunder, the Administrator shall be entitled to rely on any oral or
written instructions, notices or other communications from IMIT or the
Portfolios and their custodians, officers and directors, investors, agents,
legal counsel and other service providers which communications the Administrator
reasonably believes to be genuine, valid and authorized.
(b) Subject to the foregoing, the Administrator shall not be liable
for any error of judgment or mistake of law or for any loss or expense suffered
by the Portfolios, in connection with the matters to which this Agreement
relates, except for a loss or expense resulting from misfeasance, bad faith or
negligence on the Administrator's part in the performance of its duties or from
disregard by the Administrator of its obligations and duties under this
Agreement. Any person, even though also an officer, director, partner, employee
or agent of the Administrator, who may be or become an officer, director,
partner, employee or agent of the Portfolios, shall be deemed when rendering
services to the Portfolios or acting on any business of the Portfolios (other
than services or business in connection with the Administrator's duties
hereunder) to be rendering such services to or acting solely for the Portfolios
and not as an officer, director, partner, employee or agent or person under the
control or direction of the Administrator even though paid by the Administrator.
(c) The Administrator shall not be responsible for, and IMIT shall
indemnify and hold the Administrator harmless from and against, any and all
losses, damages, costs, reasonable attorneys' fees and expenses, payments,
expenses and liabilities, except for a loss or expense resulting from
misfeasance, bad faith or negligence on the Administrator's part in the
performance of its duties or from disregard by the Administrator of its
obligations and duties under this Agreement, arising out of or attributable to:
(i) The reliance on or use by the Administrator of its
officers, employers or agents of information, records, or
documents which are received by the Administrator or its
officers, employers or agents and furnished to it or them
by or on behalf of IMIT, and which have been prepared or
maintained by IMIT or its officers, employees or agents;
(ii) IMIT's refusal or failure to comply with the terms of this
Agreement or IMIT's lack of good faith, or its actions, or
lack thereof, involving gross negligence or willful
misfeasance;
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(iii) The taping or other form of recording of telephone
conversations or other forms of electronic communications
with other agents of IMIT, its investors and shareholders,
or reliance by the Administrator on telephone or other
electronic instructions of any person acting on behalf of a
shareholder or shareholder account for which telephone or
other electronic services have been authorized; and
(iv) The offer or sale of shares by IMIT in violation of any
requirement under the Federal securities laws or
regulations or the securities laws or regulations of any
state, or in violation of any stop order or other
determination or ruling by any Federal agency or any state
agency with respect to the offer or sale of such shares in
such state resulting from activities, actions, or omissions
by IMIT or its officers, employees, or agents prior to the
effective date of this Agreement.
(d) The Administrator shall indemnify and hold IMIT harmless from and
against any and all losses, damages, costs, charges, reasonable attorneys' fees
and expenses, payments, expenses and liability arising out of or attributable to
the Administrator's refusal or failure to comply with the terms of this
Agreement; the Administrator's breach of any representation or warranty made by
it herein; or the Administrator's lack of good faith, or acts involving
negligence, misfeasance or disregard of its duties hereunder.
5. TERM. The Administrator will start the provision of the services
contemplated by this Agreement on the date first hereinabove written or whenever
the current service provider ceases to provide its services and the operative
terms of the Agreement will be effective for a period of one (1) year from such
date, unless sooner terminated as provided herein. Thereafter, unless sooner
terminated as provided herein, this Agreement shall continue in effect from year
to year provided such continuance is specifically approved at least annually by
the Board. This Agreement is terminable, without penalty, by the Board or by the
Administrator, on not less than ninety (90) days' written notice. Except as
provided in Section 6 hereof, this Agreement shall automatically terminate upon
its assignment by the Administrator without the prior written consent of IMIT.
Upon termination of this Agreement, IMIT shall pay to the Administrator such
compensation and any reimbursable expenses as may be due under the terms hereof
as of the date of termination or the date that the provision of services ceases,
whichever is later.
6. NON-ASSIGNABILITY. This Agreement shall not be assigned by any of the
parties hereto without the prior consent in writing of the other party;
provided, however, that the Administrator may in its own discretion and without
limitation or prior consent of IMIT, whenever and on such terms and conditions
as it deems necessary or appropriate, enter into subcontracts, agreements and
understandings with non-affiliated third parties; provided, that such
subcontract, agreement or understanding shall not discharge the Administrator
from its obligations hereunder or delegation of duties to another third party.
7. NOTICE. Any notice required or permitted hereunder shall be in writing
to the parties at the following address (or such other address as a party may
specify by notice to the other):
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If to IMIT: Impact Management Investment Trust
000 Xxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: President
With a copy to: Xxxxxx Xxxxxxxx LLP
3000 Two Xxxxx Square
00xx xxx Xxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Del Xxxx, Esq.
If to Administrator: IMPACT Administrative Services, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: President
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.
8. 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.
9. 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.
10. SUCCESSOR AND ASSIGNS. The covenants and conditions herein contained
shall, subject to the provisions as to assignment, apply to and bind the
successors and assigns of the parties hereto.
11. GOVERNING LAW. This Agreement shall be governed by Massachusetts law,
including its choice of law provisions.
12. AMENDMENTS. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date indicated above.
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IMPACT MANAGEMENT INVESTMENT TRUST
By: /s X.X. Xxxx
------------------------------------
Name: X.X. Xxxx
Title: President
IMPACT ADMINISTRATIVE SERVICES, INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: President
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ATTACHMENT A
ADMINISTRATION SERVICES
PROVIDED TO EACH PORTFOLIO
Compliance
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Prepare and update compliance manuals and procedures.
Assist in the training of portfolio managers, management and Portfolio
accountants concerning compliance manuals and procedures.
Monitor the Portfolio's compliance with investment restrictions (i.e.
issuer or industry diversification, etc.) listed in the current Prospectuses and
Statement of Additional Information. (Frequency - Daily)
Monitor the Portfolio's compliance with the requirements of the Internal
Revenue Code (the "Code") Section 851 for qualification as regulated investment
companies.
(Frequency - Monthly)
Calculate and recommend dividend and capital gain distributions in
accordance with distribution policies detailed in the Prospectus. (Frequency -
Determined by Prospectus)
Prepare year-end dividend and capital gain distributions to establish
IMIT's status as a RIC under Section 4982 of the Code regarding minimum
distribution requirements. File Federal Excise Tax Return (Form 8613).
(Frequency - Annually)
Mail quarterly requests for "Securities Transaction Reports" to IMIT's
Trustees and Officers and "access persons" under the terms of IMIT's Code of
Ethics and SEC regulations.
Monitor investment adviser's compliance with Board directives such as
"Approved Issuers Listings for Repurchase Agreements." (Frequency - Daily)
Review investments involving interests in any broker, dealer, underwriter
or investment adviser to ensure continued compliance with Section 12(d)(3) of
the 1940 Act.
(Frequency - Quarterly)
Monitor the Portfolio's brokerage allocation and prepare quarterly
brokerage allocation reports for Board meetings (consistent with reporting from
the current service provider).
Reporting
---------
Prepare agreed upon management reports and Board materials such as
unaudited financial statements, distribution summaries and deviations of
xxxx-to-market valuation and the amortized cost for money market funds.
1
Report Portfolio performance to outside services as directed by Portfolio
management.
Prepare and file IMIT's Semi-Annual Reports on Form N-SAR with the SEC.
Prepare and file Portfolio Federal tax returns along with all state and
local tax returns and State Expense Limitation returns, where applicable.
Prepare and coordinate printing of Portfolio's Semi-Annual and Annual
Reports to shareholders.
File copies of every report to shareholders with the SEC under Rule 30b2-1.
Notify shareholders as to what portion, if any, of the distributions made
by the Portfolio during the prior fiscal year were exempt-interest dividends
under Section 852(b)(5)(A) of the Code.
Provide Form 1099-MISC to persons other than corporations (i.e.,
Trustees/Directors) to whom the Portfolio paid more than $600 during the year.
Administration
--------------
Serve as officers of the Portfolio and attend IMIT Board meetings.
Prepare Portfolio expense projections, establish accruals and review on a
periodic basis.
Expenses based on a percentage of Portfolio's average daily net assets
(advisory and administrative fees).
Expenses based on actual charges annualized and accrued daily (audit fees,
registration fees, directors' fees, etc.).
Provide financial information for proxies and Prospectus (Expense Table).
Coordinate all communications and data collection with regard to any
regulatory examinations and yearly audit by independent accountants.
Legal Affairs
-------------
Prepare and update documents, such as Declaration of Trust, foreign
corporation qualification filings, and Bylaws.
Update and file post-effective amendments to IMIT's registration statement
on Form N-1A and prepare supplements as needed.
Prepare and file Rule 24f-2 Notice.
Prepare proxy materials and administer shareholder meetings.
2
Review contracts between IMIT and its service providers (must be sensitive
to conflict of interest situations).
Apprise and train management and staff with respect to important legal
issues.
Prepare and maintain all state registrations and exemptions of IMIT's
securities including annual renewals, preparing and filing sales reports, filing
copies of the registration statement and final prospectus and statement of
additional information, and increasing registered amounts of securities in
individual states.
Review and monitor fidelity bond and errors and omissions insurance
coverage and make any related regulatory filings.
Prepare agenda and Board materials, including materials relating to
contract renewals, for all Board meetings.
Maintain minutes of Board and shareholder meetings.
Act as liaison with Portfolio's distributor and outside counsel.
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ATTACHMENT B
Portfolio Accounting Daily Reports
----------------------------------
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E. Other
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
Monthly Portfolio Accounting Reports
------------------------------------
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Performance Report
1
ATTACHMENT C
FEE SCHEDULE
(a) Transfer Agency and Dividend Disbursing Fees:
--------------------------------------------
For the transfer agency and dividend disbursing services rendered by the
Administrator pursuant to this Agreement, IMIT shall pay the Administrator at
the beginning of each month, a fee, calculated as follows:
Fee per shareholder account $ 8.25
Minimum annual fee per initial portfolio $15,000
Additional annual fee for each additional class $ 5,000
(b) For the administration and accounting services rendered by the
Administrator pursuant to this Agreement, IMIT shall pay the Administrator
at the beginning of each month, a fee, calculated as follows:
Fee for first $50 million in total fund assets .................. 0.06%1
Fee for over $50 million up to $100 million in total fund assets 0.05%1
Fee for over $100 million in total fund assets .................. 0.04%1
Minimum annual fee .............................................. $ 48,000
Additional annual fee for each additional class ................. $ 12,000
(c) Expenses:
IMIT shall reimburse the Administrator for any out-of-pocket expenses,
exclusive of salaries, advanced by the Administrator in connection with but not
limited to the printings or filings of documents for IMIT, travel, telephone,
quotation services, facsimile transmissions, stationery and supplies, record
storage, postage, telex, and courier charges, incurred in connection with the
performance of the duties hereunder. The Administrator shall provide IMIT with a
monthly invoice of such expenses and IMIT shall reimburse the Administrator
within fifteen (15) days after receipt thereof.
---------------------------------
1 Calculated annually of the average daily net assets of each portfolio for the
previous month.
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ATTACHMENT D
IMPACT Total Return Portfolio
IMPACT 25 Fund
IMPACT 25 Variable Fund
Xxxxxxxxx Large Cap Variable Fund
1
