Exhibit No. EX-99.h.1
ADMINISTRATION AGREEMENT
AGREEMENT made as of August 12, 2005 by and between MGI FUNDS, a statutory
trust organized under the laws of Delaware (the "Fund"), and INVESTORS BANK &
TRUST COMPANY, a Massachusetts trust company (the "Bank").
WHEREAS, the Fund is a registered investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), consisting of the separate
series listed on Appendix A hereto (the "Series"); and
WHEREAS, the Fund, acting on behalf of the Series, desires to retain the
Bank to render certain administrative services to the Series and the Bank is
willing to render such services.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Bank to act as Administrator
of the Series on the terms set forth in this Agreement. The Bank accepts such
appointment and agrees to render the services herein set forth for fees that may
be agreed to from time to time in writing between the parties.
2. Delivery of Documents.
(a) The Fund has furnished, or will promptly furnish when available, the
Bank with copies properly certified or authenticated of each of the following:
(i) Resolutions of the Fund's Board of Trustees (the "Board")
authorizing the appointment of the Bank to provide certain
administrative services to the Fund and approving this Agreement;
(ii) The Fund's Certificate of Trust, filed with the State of Delaware
on March 11, 2005, and all amendments thereto;
(iii) The Fund's by-laws and all amendments thereto (the "By-Laws");
(iv) The Fund's Agreement and Declaration of Trust and all amendments
thereto (the "Declaration of Trust");
(v) The Fund's agreements with all service providers, which include
any investment advisory agreements, sub-investment advisory
agreements, custody agreements, distribution agreements and
transfer agency agreements (collectively, the "Agreements");
(vi) The Fund's most recent Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and
under the 1940 Act, and all amendments thereto;
(vii) The Fund's most recent prospectuses and statement of additional
information (the "Prospectus"); and
(viii) Such other certificates, documents or opinions as may mutually
be deemed necessary or appropriate for the Bank in the proper
performance of its duties hereunder.
The Fund will promptly furnish the Bank with copies of all amendments of or
supplements to the foregoing. Furthermore, the Fund will notify the Bank as soon
as possible of any matter which may materially affect the performance by the
Bank of its services under this Agreement.
(b) (i) The Bank has furnished the Fund's Chief Compliance
Officer with properly certified copies of all compliance
policies and procedures of the Bank relating to its
administrative responsibilities, or a third-party report (as
contemplated by IC Release No. 26299), which have been
prepared in accordance with Rule 38a-1 under the 1940 Act,
in order to permit the Board to meet its obligations under
Rule 38a-1 under the 1940 Act; and
(ii) The Bank will cooperate with the Fund in connection with the
review by the Fund's Chief Compliance Officer of the Bank's
administrative operations in connection with the preparation
of the yearly written report to the Board contemplated by
Rule 38a-1(a)(4)(iii) under the 1940 Act. The Bank will
promptly furnish the Fund's Chief Compliance Officer with
copies of all amendments to the foregoing compliance
policies and procedures.
3. Duties of Administrator. Subject to the supervision and direction of the
Board, the Bank, as Administrator, will assist in conducting various aspects of
the Fund's administrative operations and undertakes to perform the services
described in Appendix B hereto. The Bank may, from time to time, perform
additional duties and functions, which shall be set forth in an amendment to
such Appendix B executed by both parties.
In performing all services under this Agreement, the Bank shall act in
conformity with the Fund's By-Laws and Declaration of Trust and the 1940 Act, as
the same may be amended from time to time, and all of the investment objectives,
investment policies and other practices and policies set forth in the Fund's
Registration Statement, and any compliance policies and procedures of the Fund
that are communicated to the Bank, as the same may be amended from time to time.
Notwithstanding any item discussed herein, the Bank has no discretion over the
Series' assets or choice of investments and cannot be held liable for any
problem relating to such investments.
4. Duties of the Fund.
(a) The Fund is solely responsible (through its transfer agent or
otherwise) for: (i) providing timely and accurate reports ("Daily Sales
Reports"), which will enable the Bank as Administrator to monitor the total
number of shares sold in each state on a daily basis; and (ii) identifying any
exempt transactions ("Exempt Transactions"), which are to be excluded from the
Daily Sales Reports.
(b) The Fund agrees to make its legal counsel available to the Bank for
instruction with respect to any matter of law arising in connection with the
Bank's duties hereunder, and the Fund further agrees that the Bank shall be
entitled to rely on such instruction without further investigation on the part
of the Bank.
5. Fees and Expenses.
(a) For the services rendered by the Bank hereunder, each Series will pay
to the Bank such fees at such rate as shall be agreed upon in writing by the
parties from time to time. The applicable Series will also pay or reimburse the
Bank from time to time for any transfer taxes payable upon any transfers made
hereunder, and for all necessary proper disbursements, expenses and charges made
or incurred by the Bank in the performance of this Agreement (including any
duties listed on any Schedule hereto, if any) including any indemnities for any
loss, liabilities or expense to the Bank as provided herein. In the event that
the Fund terminates this Agreement, the Bank will also be entitled to
reimbursement by the Fund for all reasonable expenses incurred in conjunction
with termination of this Agreement and any conversion or transfer work done in
connection therewith.
(b) Fees and expenses will be calculated monthly with respect to each
Series. The Fund will have sixty (60) days after the receipt of an invoice to
dispute any charge that appears on such invoice. After such sixty (60) day
period, unless the Fund has disputed the invoice, the invoice will be deemed to
be complete and accurate and may no longer be disputed.
(c) The Bank shall not be required to pay any expenses incurred by the
Series.
(d) In the case of the following transactions, not in the ordinary course
of business, namely, (i) the merger of a Series into or the consolidation of a
Series with another investment company or series thereof; (ii) the sale by a
Series of all, or substantially all, of the assets of the Series to another
investment company or series thereof; or (iii) the liquidation or dissolution of
a Series and distribution of the assets of the Series, upon the payment of the
fees, disbursements and expenses of the Bank owed by such Series through the
then remaining term of this Agreement, the Bank will complete all actions
reasonably necessary to implement such merger, consolidation, or sale upon the
order of the Fund set forth in an Officers' Certificate, accompanied by a
certified copy of a resolution of the Board authorizing any of the foregoing
transactions. Upon completion of such actions and the payment of all such fees,
disbursements and expenses of the Bank by the applicable Series, this Agreement
will terminate as to such Series and the Bank shall be released from any and all
obligations hereunder as they relate to such Series.
6. Limitation of Liability.
(a) The Bank, its directors, officers, employees and agents shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Series in connection with the performance of the Bank's obligations and
duties under this Agreement, except a loss resulting from willful misfeasance,
bad faith or negligence in the performance of such obligations and duties, or by
reason of the Bank's reckless disregard thereof. The Series will indemnify the
Bank, its directors, officers, employees and agents against and hold the Bank
and them harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable legal fees and expenses) resulting from any
claim, demand, action or suit: (i) arising out of the actions or omissions of
the Fund, including, but not limited to, inaccurate Daily Sales Reports and
misidentification of Exempt Transactions; (ii) arising out of the offer or sale
of any securities of the Series in violation of (x) any requirement under the
federal securities laws or regulations, (y) any requirement under the securities
laws or regulations of any state, or (z) any stop order or other determination
or ruling by any federal or state agency with respect to the offer or sale of
such securities; or (iii) not resulting from the willful misfeasance, bad faith
or negligence of the Bank in the performance of such obligations and duties or
by reason of its reckless disregard thereof.
(b) Notwithstanding anything in this Agreement to the contrary, in no event
shall the Series, the Fund or any of their officers, trustees or employees
(collectively, the "Fund Indemnified Parties") be liable to the Bank or any
third party, and the Bank shall indemnify and hold the Series, the Fund and the
Fund Indemnified Parties harmless from and against any Claim to the extent
arising as a result of the negligence, willful misfeasance, bad faith or
reckless disregard of duties of the Bank or any Bank Indemnified Party under
this Agreement.
(c) The Bank may apply to the Fund at any time for instructions and may
consult counsel for the Fund, or the Bank's own counsel, and with accountants
and other experts with respect to any matter arising in connection with its
duties hereunder, and the Bank shall not be liable or accountable for any action
taken or omitted by it in good faith in accordance with such instructions, or
with the opinion of such counsel, accountants, or other experts. The Bank shall
not be liable for any act or omission taken or not taken in reliance upon any
document, certificate or instrument which it reasonably believes to be genuine
and to be signed or presented by the proper person or persons. The Bank shall
not be held to have notice of any change of authority of any officers,
employees, or agents of the Fund until receipt of written notice thereof has
been received by the Bank from the Fund.
(d) In the event the Bank is unable to perform, or is delayed in
performing, its obligations under the terms of this Agreement because of acts of
God, strikes, legal constraint, government actions, war, emergency conditions,
interruption of electrical power or other utilities, equipment or transmission
failure or damage reasonably beyond its control, or other causes reasonably
beyond its control, the Bank shall not be liable to the Fund for any damages
resulting from such failure to perform, delay in performance, or otherwise from
such causes.
(e) Notwithstanding anything to the contrary in this Agreement, in no event
shall the Bank, the Fund or the Series be liable for special, incidental or
consequential damages, even if advised of the possibility of such damages.
7. Series. The Bank acknowledges that each Series is separately, and not
jointly and severally, liable for its obligations hereunder, and that the Bank
shall look solely to the accounts of such Series for payment. No officer,
trustee, shareholder or agent of the Fund, nor any investment advisor or
sub-advisor of any Series, nor any of their officers, directors, employees or
agents, shall be personally liable for any obligations of any Series.
8. Termination of Agreement.
(a) The initial term of this Agreement shall be three years commencing upon
the date hereof (the "Initial Term"), unless earlier terminated as provided
herein. Upon the expiration of the Initial Term and every subsequent term
("Renewal Term"), the term of this Agreement shall automatically extend for an
additional year, unless written notice of non-extension is delivered by the
non-extending party to the other party no later than six months prior to the
expiration of that year. Notwithstanding the foregoing, if, at the end of each
of the first two years of the Initial Term, the total net assets of the Series
serviced hereunder do not exceed $1 billion, the Initial Term shall be extended
by an additional year.
Either party hereto may terminate this Agreement prior to the expiration of
the Initial Term or any Renewal Term in the event the other party violates any
material provision of this Agreement, provided that the non-violating party
gives written notice of such violation to the violating party, and the violating
party does not cure such violation within sixty (60) days of receipt of such
notice.
(b) At any time after the termination of this Agreement, the Fund may, upon
written request, have reasonable access to the records of the Bank relating to
its performance of its duties as Administrator.
9. Miscellaneous.
(a) Any notice or other instrument authorized or required by this Agreement
to be given in writing to the Fund or any Series or the Bank shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Fund or any Series:
MGI Funds
Xxxxxxxxx Xxx
Xxxxxxx, XX 00000
Attention: Chief Operating Officer
With a copy to:
Chief Counsel
Xxxxxx Global Investments, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
To the Bank:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx, Director, Client Management
With a copy to: Xxxx X. Xxxxx, General Counsel
(b) This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party.
(c) This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, without regard to its conflict of laws
provisions.
(d) This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and which collectively shall be deemed
to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
10. Confidentiality. Both parties hereto agree that any non-public
information obtained hereunder concerning the other party is confidential and
may not be disclosed without the consent of the other party, except as may be
required by applicable law or at the request of a governmental agency or
self-regulatory organization. In the case of portfolio holdings information of
the Series, the Bank acknowledges that such information is confidential, and the
Bank represents that it has implemented internal policies to ensure the
confidential treatment of the Series' portfolio holdings information (including
appropriate commercially reasonable, related limitations on trading on the basis
of such information by the Bank's employees). The parties further agree that a
breach of this provision would irreparably damage the other party and
accordingly agree that each of them is entitled, in addition to all other
remedies at law or in equity, to an injunction or injunctions without bond or
other security to prevent breaches of this provision.
In addition, the parties further agree that any Nonpublic Personal
Information, as defined under Section 248.3(t) of Regulation S-P ("Regulation
S-P"), promulgated under the Xxxxx-Xxxxx-Xxxxxx Act (the "Act"), disclosed by a
party hereunder is for the specific purpose of permitting the other party to
perform the services set forth in this Agreement. Each party agrees that, with
respect to such information, it will comply with Regulation S-P and the Act and
that it will not disclose any Nonpublic Personal Information received in
connection with this Agreement, to any other party, except as necessary to carry
out the services set forth in this Agreement or as otherwise permitted by
Regulation S-P or the Act.
The parties acknowledge that there will be instances where each party will
have in its possession Nonpublic Personal Information obtained outside of the
relationship contemplated under this Agreement that is the same Nonpublic
Personal Information that is obtained pursuant to this Agreement, and that
disclosure of such Nonpublic Personal Information to any affiliate or third
party will be subject to the privacy policies referenced in the privacy notices
provided to such consumers and customers by the respective party to this
Agreement.
11. Use of Names.
(a) The Fund shall not use the specific name of the Bank or any of the
Bank's known affiliates in any prospectus, sales literature or other material
relating to the Fund in a manner not approved by the Bank prior thereto in
writing; provided, however, that the approval of the Bank shall not be required
for any use of the Bank's name or its affiliates' names which merely refers in
accurate and factual terms to the Bank's appointment hereunder, or which is
required by the Securities and Exchange Commission (the "SEC") or which is
required by any state securities authority or any other appropriate regulatory,
governmental or judicial authority; provided further, that in no event shall
such approval by the Bank be unreasonably withheld or delayed.
(b) The Bank shall not use the specific names of the Fund, the Fund's
series or any of the Fund's known affiliates in any materials in a manner not
approved by the Fund prior thereto in writing; provided however, that the
approval of the Fund shall not be required for any use of the names of the Fund,
the Fund's series or the Fund's affiliates that merely refers in accurate and
factual terms to the Fund having appointed the Bank as the Fund's administrator
hereunder or that is otherwise required by the SEC or any state securities
authority or any other appropriate regulatory, governmental or judicial
authority; provided further, that in no event shall such approval by the Fund be
unreasonably withheld or delayed.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
MGI FUNDS
By: /s/ Xxxxx X. Xxxxxxxxxx
Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President and Secretary
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
Appendices
Appendix A....................................Series
Appendix B..................................Services
Appendix A
Amended May 25, 2006
Series of the Trust
MGI US Large Cap Growth Equity Fund
MGI US Large Cap Value Equity Fund
MGI US Small/Mid Cap Growth Equity Fund
MGI US Small/Mid Cap Value Equity Fund
MGI Non-US Core Equity Fund
MGI High Yield Fixed Income Fund
MGI Core Opportunistic Fixed Income Fund
MGI US Short Maturity Fixed Income Fund
X-0
Xxxxxxxx X
Investors Bank & Trust
Summary of Administration Functions
Mercer Global Investments
-----------------------------------------------------------------------------------------------------
Investors Bank & Mercer Global Suggested Fund Auditor or
Function Trust Investments Counsel
-----------------------------------------------------------------------------------------------------
MANAGEMENT
REPORTING
& TREASURY
ADMINISTRATION
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Monitor portfolio Perform tests of Monitor portfolio A/C - Provide
compliance in accordance certain specific activity and Fund consultation as needed on
with the current Prospectus portfolio activity operations in compliance issues.
and SAI. designed from conjunction with
provisions of the 1940 Act,
Fund's Prospectus Prospectus, SAI and
and SAI. any other applicable
Follow-up on laws and regulations
Frequency: Daily potential (as well as
violations. manager-specific
restrictions).
Monitor testing
results and approve
resolution of
compliance issues.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Provide compliance summary Provide a report Review report. A/C - Provide
package. of compliance consultation as needed.
testing results.
Frequency: Monthly
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Perform asset Perform asset Monitor portfolio A - Provide consultation
diversification testing to diversification activity in as needed in establishing
establish qualification as tests at each tax conjunction with IRS positions to be taken in
a RIC. quarter end. requirements. tax treatment of
Follow-up on Review test results particular issues. Review
issues. and take any quarter end tests on a
necessary action. current basis.
Frequency: Quarterly Approve tax
positions taken.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
(a) Confidential
B-1
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
(CONT.)
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Coordinate Manager Send a Review report.
Questionnaire Process. questionnaire to
each Manager
outlining
information the
managers need to
Frequency: Quarterly report to Mercer.
(I.e. soft dollar
arrangements, any
known compliance
breaches, etc).
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Report Non-Financial Report other Review report.
Information non-financial data
to Mercer. (I.e.
Broker
commissions, Top
10 Holdings, etc).
Frequency: Quarterly
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Perform qualifying income Perform qualifying Monitor portfolio A- Consult as needed on
testing to establish income testing (on activity in tax accounting positions
qualification as a RIC. book basis income, conjunction with IRS to be taken. Review in
unless material requirements. conjunction with year-end
differences are Review test results audit.
anticipated) on and take any
quarterly basis necessary action.
Frequency: Quarterly and as may Approve tax
otherwise be positions taken.
necessary.
Follow-up on
issues.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
(a) Confidential
B-2
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Prepare the Fund's annual Prepare Provide asset level
expense budget. Establish preliminary projections.
daily accruals. expense budget. Approve expense
Notify fund budget.
Frequency: Annually accounting of new
accrual rates.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
(CONT.)
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Monitor the Fund's expense Monitor actual Provide asset level C/A - Provide
budget. expenses updating projections consultation as
budgets/ expense quarterly. Provide requested.
accruals. vendor information
as necessary.
Review expense
analysis and approve
budget revisions.
Frequency: Quarterly
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Receive and coordinate Propose Approve invoices and
payment of fund expenses. allocations of allocations of
invoice among payments. Send
Funds and obtain invoices to IBT in a
Frequency: As often as authorized timely manner.
necessary approval to
process payment.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
(a) Confidential
B-3
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Prepare financial Prepare selected Review financial
information for portfolio and information.
presentation to Fund financial
Management and Board of information for
Directors. inclusion in board
material.
Frequency: Quarterly
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
(CONT.)
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Review the Fund's Calculate amounts Establish and C - Review dividend
multi-class dividend available for maintain dividend resolutions in
calculation procedures. distribution. and distribution conjunction with Board
Calculate periodic dividend Coordinate review policies. Approve approval.
rates to be declared in by management distribution rates
accordance with management and/or auditors. per share and A - Review and concur
guidelines. Notify custody and aggregate amounts. with proposed
transfer agent of Obtain Board distributions.
authorized approval when
dividend rates in required.
accordance with
Board approved
Frequency: According to policy. Report
dividend policy dividends to Board
as required.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
(a) Confidential
B-4
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Calculate Fund-level total Provide Fund-level Review total return
return (non-tax basis) total return information.
information on Funds as calculations.
defined in the current
Prospectus and SAI.
Frequency: Daily
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Calculate tax-based Provide Fund-level Review total return
Fund-level total return total return information.
information. calculations.
Frequency: Annually
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Prepare disinterested Summarize amounts Provide social
director/trustee Form paid to security numbers and
1099-Misc. directors/trustees current mailing
during the address for
calendar year. trustees. Review
Frequency: Annually Prepare and mail and approve
Form 1099-Misc. information provided
for Form 1099-Misc.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
FUND ACCOUNTING
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Prepare responses to major Prepare, Identify the
industry questionnaires. coordinate as services to which
necessary, and the Funds report.
Frequency: As often as submit responses Provide information
necessary to the appropriate as requested.
agency.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
FINANCIAL REPORTING
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
(a) Confidential
B-5
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Coordinate the annual audit Coordinate the Provide past A - Perform audit and
and semi-annual preparation creation of financial statements issue opinion on annual
and printing of financial templates and other financial statements.
statements and notes with reflecting information required
management, fund accounting client-selected to create templates, A/C - Review reports.
and the fund auditors. standardized including report
Coordinate the preparation appearance and style and graphics.
of the quarterly schedule text of financial Approve format and
of investments (N-Qs) with statements and text as standard.
fund management and fund footnotes. Draft Approve production
accounting. and manage cycle and assist in
production cycle. managing to the
Coordinate with cycle. Coordinate
IBT fund review and approval
accounting the by portfolio
electronic receipt managers of
of portfolio and portfolio listings
general ledger to be included in
information. financial
Assist in statements. Prepare
resolution of appropriate
accounting management letter
Frequency: Quarterly issues. Using and coordinate
templates, draft production of
semi annual and Management
annual financial Discussion and
statements and Analysis. Review
N-Qs, coordinate and approve entire
auditor and report. Make
management review, appropriate
and clear representations in
comments. conjunction with
Coordinate audit.
printing of
reports,if
applicable and
XXXXX conversion
of N-CSR and N-Q
with outside
printer and filing
with the SEC.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
BLUE SKY
(a) Confidential
B-6
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Maintain effective Blue Sky Maintain records Identify states in C - Provide consultation
notification filings for of fund sales for which filings are to as needed on Blue Sky
states in which Fund client designated be made. issues.
Management intends to states via ABD
solicit sales of fund BlueWin compliance Identify exempt C - Provide consultation
shares. system. File transactions to on product and
annual transfer agent for institutional exemptions.
notification appropriate
renewal documents exclusion from blue
and annual sales sky reporting.
reports.
Frequency: On-going File amendments to Assure cooperation
increase dollar from Funds' Transfer
amounts authorized Agent in arranging
for sales by for communication of
funds, based upon required electronic
client instruction. information.
File notifications
to states for new
funds and/or
classes, mergers
and liquidations.
Provide periodic
reports on state
authorization
amounts and sales
amounts.
Determine state
filing
requirements by
using CCH Blue Sky
Law Reporter, ICI
memoranda and
state securities
commission
directives (both
written and
oral).
Arrange for
electronic
communication from
Funds' Transfer
Agent sufficient
to allow for
necessary Blue Sky
filings.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
File amendments to File updated Inform IBT of C - Provide consultation
registration statement with registration filings prior to SEC as needed on Blue Sky
the applicable state statements, filing. filing issues.
securities commissions in prospectuses,
coordination with SEC SAIs, supplements
filing. thereto, and
annual reports to
Frequency: On-going shareholders upon
approval/authorization
by client.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
(a) Confidential
B-7
TAX
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Prepare income tax Calculate Provide transaction A - Provide consultation
provisions. investment company information as as needed in establishing
taxable income, requested. Identify positions to be taken in
net tax exempt Passive Foreign tax treatment of
interest, net Investment Companies particular issues.
capital gain and (PFICs). Approve Perform review in
Frequency: Annually spillback dividend tax accounting conjunction with the
requirements. positions to be year-end audit.
Identify book-tax taken. Approve
accounting provisions.
differences.
Track required
information
relating to
accounting
differences.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
(a) Confidential
B-8
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Calculate excise tax Calculate required Provide transaction A - Provide consultation
distributions. distributions to information as as needed in establishing
avoid imposition requested. Identify positions to be taken in
of excise tax. Passive Foreign tax treatment of
- Calculate Investment Companies particular issues.
capital gain (PFICs). Approve Review and concur with
net income tax accounting proposed distributions
and foreign positions to be per share.
currency taken. Review and
gain/loss approve all income
through and distribution
October 31. calculations,
- Calculate including projected
ordinary income and dividend
income and shares. Approve
distributions distribution rates
through a per share and
specified cut aggregate amounts.
Frequency: Annually off date . Obtain Board
- Project approval when
ordinary required.
income
from cut off
date to
December 31.
- Ascertain
dividend
shares.
Identify book-tax
accounting
differences.
Track required
information
relating to
accounting
differences.
Coordinate review
by management and
fund auditors.
Notify custody
and transfer
agent of
authorized
dividend rates in
accordance with
Board approved
policy. Report
dividends to
Board as required.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Prepare tax returns. Prepare excise and Review and sign tax A - Review and sign tax
RIC tax returns. return. return as preparer.
Frequency: Annually
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Prepare Form 1099 Obtain yearly Review and approve
distribution information provided
information. for Form 1099.
Frequency: Annually Calculate 1099
reclasses and
coordinate with
transfer agent.
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
(a) Confidential
B-9
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Prepare other year-end Obtain yearly Review and approve
tax-related disclosures. income information provided.
distribution
information.
Calculate
disclosures
Frequency: Annually (i.e., dividend
received
deductions,
foreign tax
credits,
tax-exempt
inc, income by
jurisdiction) and
coordinate with
transfer agent.
-----------------------------------------------------------------------------------------------------
Review and Approval
The attached Summary of Administration Functions has been reviewed and
represents the services currently being provided.
/s/ Xxxxxx X. Xxxxxx August 12, 2005_____________
Signature of Account Manager/Date
/s/ Xxxxx X. Xxxxxxxxxx August 12, 2005 ___________
Signature of Authorized Client Representative/ Date