EX-99.H3
SUB-ADMINISTRATION AGREEMENT
AGREEMENT made as of September 1, 1998 by and between Xxxxxx Series
Trust , a business trust organized under the laws of Delaware (the "Fund"), and
INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the "Bank").
WHEREAS, the Fund, a registered investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), consisting of the
separate portfolios listed on Appendix A (each, a "Portfolio") hereto; and
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WHEREAS, the Fund desires to retain the Bank to render certain
administrative services to the Fund 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 provide certain
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administrative services to the Fund on the terms set forth in this Agreement.
The Bank agrees to render the services herein set forth for the compensation
herein provided.
2. Delivery of Documents. The Fund has furnished the Bank with
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copies properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Trustees approving this
Agreement;
(b) The Fund's declaration of trust (the "Declaration") and all
amendments thereto (the "Articles");
(c) The Fund's by-laws and all amendments thereto (the "By-
Laws");
(d) 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");
(e) 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; and
(f) The Fund's most recent prospectus and statement of
additional information (the "Prospectus"); and
(g) 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 immediately 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.
3. Duties of Bank. Subject to the supervision and direction of the
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Board of Trustees of the Fund, the Bank will assist in conducting various
aspects of the Fund's administrative operations and undertakes to perform the
services described in Appendix C hereto. The Bank may, from time to time,
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perform additional duties and functions which shall be set forth in an amendment
to such Appendix C executed by both parties. At such time, the fee schedule
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included in Appendix B hereto shall be appropriately amended.
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In performing all services under this Agreement, the Bank shall act in
conformity with the Fund's Declaration and By-Laws and the 1940 Act, as the same
may be amended from time to time, and the investment objectives, investment
policies and other practices and policies set forth in the Fund's Registration
Statement, as the same may be amended from time to time. Notwithstanding any
item discussed herein, the Bank has no discretion over the Fund's assets or
choice of investments and cannot be held liable for any problem relating to such
investments.
4. Duties of the Fund.
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(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 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.
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(a) For the services to be rendered and the facilities to be
furnished by the Bank, as provided for in this Agreement, the Fund will
compensate the Bank in accordance with the fee schedule attached as Appendix B
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hereto. Such fees do not include out-of-pocket disbursements (as delineated on
the fee schedule or other expenses with the prior approval of the Fund's
management) of the Bank for which the Bank shall be entitled to xxxx the Fund
separately and for which the Fund shall reimburse the Bank.
(b) The Bank shall not be required to pay any expenses incurred
by the Fund.
6. Limitation of Liability.
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(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 Fund in connection with the performance of its 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 its reckless disregard thereof. The Fund will indemnify the Bank, its
directors, officers, employees and agents against and hold it and them harmless
from any and all losses, claims, damages, liabilities or expenses (including
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 Fund 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, which violation was not caused
by the Bank's acts or omissions or willful misfeasance, bad faith, or
negligence; 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) The Bank may apply to the Fund at any time for instructions
and may consult counsel for the Fund, or its 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 instruction, 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.
(c) 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; provided that the Bank has taken reasonable steps to
protect against potential disruption caused by the foregoing.
(d) Notwithstanding anything to the contrary in this Agreement,
in no event shall the Bank be liable for special, incidental or consequential
damages, even if advised of the possibility of such damages.
7. Termination of Agreement.
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(a) The term of this Agreement shall be one year commencing
upon the date hereof (the "Initial Term"), unless earlier terminated as provided
herein. After the expiration of the Initial Term, the term of this Agreement
shall automatically renew for successive one-year terms (each a "Renewal Term")
unless notice of non-renewal is delivered by the non-renewing party to the other
party no later than sixty days prior to the expiration of the Initial Term or
any Renewal Term, as the case may be.
(i) Either party hereto may terminate this Agreement
prior to the expiration of the Initial Term in the event the other party
violates any material provision of this Agreement, provided that the
violating party does not cure such violation within sixty days of receipt
of written notice from the non-violating party of such violation.
(ii) Either party may terminate this Agreement during any
Renewal Term upon sixty days written notice to the other party. Any
termination pursuant to this paragraph 7(a)(ii) shall be effective upon
expiration of such sixty days, provided, however, that the effective date
of such termination may be postponed, at the request of the Fund, to a date
not more than one hundred twenty days after delivery of the written notice
in order to give the Fund an opportunity to make suitable arrangements for
a successor administrator.
(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 hereunder.
8. Miscellaneous.
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(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Fund 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:
Xxxxxx Series Trust
000 Xxxx Xxx Xxxx
Xxxxxxxxxxxx, XX. 00000
Attn: Xxxxx X. Xxx
With a copy to: Xxxxx Xxxx
To the Bank:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxx, 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 by either party 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.
9. Confidentiality. All books, records, information and data
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pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
as may be required in the performance of duties hereunder or as otherwise
required by law.
10. Use of Name. The Fund shall not use the name of the Bank or any
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of its 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 its name which merely refers in accurate and factual terms to its
appointment hereunder or which is required by the Securities and Exchange
Commission or any state securities authority or any other appropriate
regulatory, governmental or judicial authority; provided further, that in no
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event shall such approval be unreasonably withheld or delayed.
11. Limitation of Liability. IBT is hereby expressly put on notice
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of the limitation of liability set forth in the Declaration of Trust of the Fund
and agrees that the obligations assumed by the Fund hereunder shall be limited
in all cases to the assets of the Fund and that IBT shall not seek satisfaction
of any such obligation from the officers, agents, employees, trustees, or
shareholders of the Fund.
12. Several Obligations of the Portfolios. This Agreement is an
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agreement entered into between IBT and the Fund with respect to each Portfolio.
With respect to any
obligation of the Fund on behalf of any Portfolio arising out of this Agreement,
IBT shall look for payment or satisfaction of such obligation solely to the
assets of the Portfolio to which such obligation relates as though IBT had
separately contracted with the Fund by separate written instrument with respect
to each Portfolio.
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.
XXXXXX SERIES TRUST
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Director, Client Management
Appendices
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Appendix A......................Series or Portfolios
Appendix B......................Fee Schedule
Appendix C......................Services
Appendix A
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Xxxxxx Money Market Fund
Appendix B
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Xxxxxx Series Trust
Annual Fee Schedule
For One Money Market Fund - 2 Classes
September 1, 1998
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FUND ACCOUNTING, CUSTODY AND CALCULATION OF N.A.V., TRANSFER AGENCY, FUND
ADMINISTRATION, FINANCIAL STATEMENT PREPARATION AND BLUE SKY
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A. FUND ACCOUNTING, CUSTODY AND CALCULATION OF N.A.V., TRANSFER AGENCY, FUND
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ADMINISTRATION, FINANCIAL STATEMENT PREPARATION AND BLUE SKY
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The Annual Fee for Fund Accounting, Custody and Calculation of N.A.V.,
Transfer Agency, Fund Administration, Financial Statement Preparation and
Blue Sky for the one (1) Xxxxxx Money Market Fund (including two classes)
will be charged according to the following schedule. The following schedule
is exclusive of transaction costs and out-of-pocket expenses.
ANNUAL FEE
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Annual Fee per fund $70,000
For each additional class added beyond the first two classes there will be
an annual fee of $28,000 for the above services.
Blue Sky services, which are to be billed separately from the above, will
be billed at an annual rate of $100.00 per permit filed.
B. TRANSACTION COSTS PER TRANSACTION
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Incoming Wires 5.00
Outgoing Wires 7.00
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MISCELLANEOUS
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A. OUT-OF-POCKET
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- These charges consist of:
- Telephone
- Ad Hoc Reporting
- TA - Non-current Day Inquiry ($1.00 per inquiry)
- Third Party Review
- Forms and Supplies
- Printing/Postage/Delivery
- Systems Development/Reports/Transmissions
- Equipment Rental
- Legal costs associated with substantial alterations
of IBT's standard agreements
B. BALANCE CREDITS
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We allow use of balance credit against fees (excluding out-of-pocket
charges) for collected fund balances arising out of the custody
relationship. The monthly earnings allowance is equal to 75% of the
90-day T-xxxx rate.
C. SYSTEMS
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The details of any systems work required to service this fund will be
determined after a thorough business analysis. All systems work, including
creating customized reports and establishing systems/communications
interfaces with Xxxxxx, other providers, etc., will be billed on a time and
materials basis.
D. OTHER
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Assumptions:
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The fee schedule assumes that there will be two (2) classes of shares. Also,
this schedule reflects the fact that the fund will not declare a daily
distribution, but will distribute monthly or annually only. Increases in the
number of classes or any change in the frequency of distributions will
result in an increase in the fees noted above.
This fee schedule does not reflect the impact, if any, on IBT's processing
transactions using FundServe or other NSCC applications. The fees associated
with such applications and any related systems development costs will be
determined at a later date prior to implementation.
The above fees will be charged against the funds' custodian checking account
five business days after the invoice is mailed to the fund.
This annual fee schedule is valid for 30 days and assumes the execution of
IBT's standard contractual agreements for a minimum term of one (1) year.
All charges will be billed monthly. The fee schedule will be effective upon
start-up of the fund.
Appendix C
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INVESTORS BANK & TRUST SUMMARY OF SUB-ADMINISTRATION FUNCTIONS
9/1/98
XXXXXX ASSOCIATES
FUNCTION INVESTORS BANK & TRUST XXXXXX
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MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
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Prepare agenda and board materials for Prepare agenda and resolutions
quarterly board meetings. and assemble board materials
for quarterly board meetings.
Prepare supporting information
and materials when necessary.
Attend board and committee
meetings and prepare minutes.
FREQUENCY: QUARTERLY
Monitor portfolio compliance in Perform tests of certain specific Continuously monitor portfolio
accordance with the current Prospectus portfolio activity designed from activity and Fund operations in
and SAI. provisions of the Fund's Prospectus conjunction with 1940 Act,
and SAI at the Master level only. Prospectus, SAI and any other
Follow-up on potential violations. applicable laws and
regulations. Monitor testing
results and approve resolution
FREQUENCY: DAILY of compliance issues.
Provide compliance summary package. Provide a report of compliance Review report.
testing results.
Frequency: Monthly
FUNCTION SUGGESTED FUND AUDITOR OR
COUNSEL
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MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
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Prepare agenda and board materials for C - Review agenda, board
quarterly board meetings. material and board and
committee meeting minutes.
Ensure BOD material contains
all required information
that the BOD must review
and/or approve to perform
their duties as directors.
FREQUENCY: QUARTERLY
Monitor portfolio compliance in A/C - Provide consultation
accordance with the current Prospectus as needed on compliance
and SAI. issues.
FREQUENCY: DAILY
Provide compliance summary package. A/C - Provide consultation
as needed.
FREQUENCY: MONTHLY
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MANAGEMENT REPORTING
& TREASURY ADMINISTRATION (CONT.)
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Perform asset diversification tests Continuously monitor portfolio
Perform asset diversification testing at each tax quarter end at the activity in conjunction with
to establish qualification as a RIC. Master level. Follow-up on issues. IRS requirements. Review test
results and take any necessary
action. Approve tax positions
taken.
FREQUENCY: QUARTERLY
Perform qualifying income testing to Perform qualifying income testing Continuously monitor portfolio
establish qualification as a RIC. (on book basis income, unless activity in conjunction with
material differences are IRS requirements. Review test
anticipated) on quarterly basis and results and take any necessary
as may otherwise be necessary. action. Approve tax positions
FREQUENCY: QUARTERLY Follow-up on issues. taken.
Prepare the Fund's annual expense Prepare preliminary expense budget. Provide asset level
budget. Establish daily accruals. Notify fund accounting of new projections. Approve expense
accrual rates. budget.
FREQUENCY: ANNUALLY
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MANAGEMENT REPORTING
& TREASURY ADMINISTRATION (CONT.)
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Perform asset diversification testing A - Provide consultation as
to establish qualification as a RIC. needed in establishing
positions to be taken in tax
treatment of particular
issues. Review quarter end
tests on a current basis.
FREQUENCY: QUARTERLY
Perform qualifying income testing to A- Consult as needed on tax
establish qualification as a RIC. accounting positions to be
taken. Review in
conjunction with year-end
audit.
FREQUENCY: QUARTERLY
Prepare the Fund's annual expense
budget. Establish daily accruals.
FREQUENCY: ANNUALLY
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MANAGEMENT REPORTING
& TREASURY ADMINISTRATION (CONT.)
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Monitor the Fund's expense Monitor actual expenses updating Provide asset level projections C/A - Provide consultation
budget. budgets/ expense accruals. Review quarterly. Provide vendor as requested.
Review the Fund's multi-class expense differentials among classes information as necessary.
expense differentials. to ensure consistency with Rule Review expense analysis and
18f-3 or the Fund's exemptive approve budget revisions.
application and the Fund's private
letter ruling or published ruling.
FREQUENCY: QUARTERLY
Receive and coordinate Propose allocations of invoice among Approve invoices and
payment of fund expenses. Funds and obtain authorized approval allocations of payments. Send
to process payment. invoices to IBT in a timely
FREQUENCY: AS OFTEN manner.
AS NECESSARY
Calculate periodic dividend Calculate amounts available for Establish and maintain dividend C - Review dividend
rates to be declared in distribution. Coordinate review by and distribution policies. resolutions in conjunction
accordance with management management and/or auditors. Notify Approve distribution rates per with Board approval.
guidelines. custody and transfer agent of share and aggregate amounts.
authorized dividend rates in Obtain Board approval when A - Review and concur with
accordance with Board approved required. proposed distributions
policy. Report dividends to Board
as required.
FREQUENCY: ANNUALLY
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MANAGEMENT REPORTING
& TREASURY ADMINISTRATION (CONT.)
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Calculate total return information on Provide total return calculations. Review total return information.
Funds as defined in the current
Prospectus and SAI.
FREQUENCY: MONTHLY
Prepare responses to major industry Prepare, coordinate as necessary, Identify the services to which
questionnaires. and submit responses to the the Funds report. Provide
appropriate agency. information as requested.
FREQUENCY: AS OFTEN AS NECESSARY
Prepare disinterested director/trustee Summarize amounts paid to Provide social security numbers
Form 1099-Misc. directors/trustees during the and current mailing address for
calendar year. Prepare and mail trustees. Review and approve
Form 1099-Misc. information provided for Form
1099-Misc.
FREQUENCY: ANNUALLY
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FINANCIAL REPORTING
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Prepare financial information for Prepare selected portfolio and
presentation to Fund Management and financial information for
Board of Directors. inclusion in board material.
FREQUENCY: QUARTERLY
Coordinate the annual audit and Coordinate the creation of templates Provide past F/S and other
semi-annual preparation and printing of reflecting client-selected information required to create
financial statements and notes with standardized appearance and text of templates, including report
management, fund accounting and the financial statements and footnotes. style and graphics. Approve
fund auditors. Draft and manage production cycle. format and text as standard.
Coordinate with IBT fund accounting Approve production cycle and
the electronic receipt of portfolio assist in managing to the
and general ledger information. cycle. Coordinate review and
Assist in resolution of accounting approval by portfolio managers
issues. Using templates, draft of portfolio listings to be
financial statements, coordinate included in financial
auditor and management review, and statements. Prepare
clear comments. Coordinate printing appropriate management letter
of reports and XXXXX conversion with and coordinate production of
outside printer and filing with the Management Discussion and
SEC via XXXXX. Analysis. Review and approve
entire report. Make
FREQUENCY: ANNUALLY/SEMI-ANNUALLY appropriate representations in
conjunction with audit.
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FINANCIAL REPORTING
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Prepare financial information for
presentation to Fund Management and
Board of Directors.
FREQUENCY: QUARTERLY
Coordinate the annual audit and A - Perform audit and issue
semi-annual preparation and printing of opinion on annual financial
financial statements and notes with statements.
management, fund accounting and the
fund auditors. A/C - Review reports.
FREQUENCY: ANNUALLY/SEMI-ANNUALLY
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LEGAL
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Prepare and file Form N-SAR. Prepare form for filing. Obtain any Provide appropriate responses.
necessary supporting documents. Review and authorize filing.
File with SEC via XXXXX.
FREQUENCY: SEMI-ANNUALLY
Prepare amendments to Registration Coordinate the preparation and
Statement. filing of post-effective
amendments. Coordinate with
FREQUENCY: ANNUAL UPDATE (INCLUDES outside printers the Xxxxx
UPDATING FINANCIAL HIGHLIGHTS, EXPENSE conversion, filing with the SEC
TABLES, RATIOS) PLUS ONE ADDITIONAL and printing of prospectus.
FILING PER FISCAL YEAR
Prepare Prospectus/SAI supplements. Coordinate the preparation of
Prospectus and SAI supplements.
File with the SEC via Xxxxx.
Coordinate printing of
supplements.
FREQUENCY: AS OFTEN AS REQUIRED
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LEGAL
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Prepare and file Form N-SAR. C - Review initial filing.
A - Provide annual audit
internal control letter to
accompany the annual filing.
Provide annual multi-class
FREQUENCY: SEMI-ANNUALLY report when applicable.
Prepare amendments to Registration C - Review and approve
Statement. filings.
A/C - Provide consents as
FREQUENCY: ANNUAL UPDATE (INCLUDES appropriate.
UPDATING FINANCIAL HIGHLIGHTS, EXPENSE
TABLES, RATIOS) PLUS ONE ADDITIONAL
FILING PER FISCAL YEAR
Prepare Prospectus/SAI supplements. C - Review and approve
filings.
A/C - Provide consents as
appropriate.
FREQUENCY: AS OFTEN AS REQUIRED
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LEGAL (CONT.)
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Coordinate the preparation and filing of Accumulate capital stock Review and approve filing. C - Approve 24f-2 Notice.
Form 24f-2 Notice. information and draft
Form 24f-2 Notice. A - Review informally when
Coordinate filing of requested
approved Form with
SEC via Xxxxx.
FREQUENCY: ANNUALLY
Proxy Material/Shareholder Meetings Prepare drafts of proxy C - Review and approve proxy.
material for review, file
materials with SEC and
coordinate printing. Assist
proxy solicitation firm and
prepare scripts. Attend
FREQUENCY: AS NEEDED meeting and prepare minutes.
Assist in updating of fidelity bond Obtain required fidelity bond
insurance coverage. insurance coverage. Monitor
level of fidelity bond
insurance maintained in
accordance with required
coverage. Make annual filing of
fidelity bond insurance
FREQUENCY: ANNUALLY MATERIAL WITH THE SEC.
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LEGAL (CONT.)
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Respond to regulatory audits. Compile and provide documentation Coordinate with regulatory C - Provide consultation as
pursuant to audit requests. Assist auditors to provide requested needed.
client in resolution of audit documentation and resolutions
inquiries. to inquiries.
FREQUENCY: AS NEEDED
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BLUE SKY
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Maintain effective Blue Sky notification Maintain records of fund sales for Identify states in which
filings for states in which Fund client designated states via PW filings are to be made.
Management intends to solicit sales of Blue2 compliance system. File
fund shares. annual notification renewal Identify exempt transactions to
documents and annual sales reports. transfer agent for appropriate
File amendments to increase dollar exclusion from blue sky
amounts authorized for sales by reporting.
funds, based upon client instruction.
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
FREQUENCY: ON-GOING and oral).
File amendments to registration File updated registration Inform IBT of filings prior to
statement with the applicable state statements, prospectuses, SAIs, SEC filing.
securities commissions in coordination supplements thereto, and annual
with SEC filing. reports to shareholders upon
approval/authorization by client.
FREQUENCY: ANNUAL UPDATES (INCLUDES
REGISTRATION STATEMENT, PROSPECTUS,
SAI) PLUS ONE ADDITIONAL FILING PER
FISCAL YEAR
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BLUE SKY
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Maintain effective Blue Sky notification C - Provide consultation as
filings for states in which Fund needed on Blue Sky issues.
Management intends to solicit sales of
fund shares. C - Provide consultation on
product and institutional
exemptions.
FREQUENCY: ON-GOING
File amendments to registration C - Provide consultation as
statement with the applicable state needed on Blue Sky filing
securities commissions in coordination issues.
with SEC filing.
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TAX
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Prepare income tax provisions. Calculate investment company taxable Provide transaction information
income, net tax exempt interest, net as requested. Identify Passive
capital gain and spillback dividend Foreign Investment Companies
requirements. Identify book-tax (PFICs). Approve tax
accounting differences. Track accounting positions to be
required information relating to taken. Approve provisions.
accounting differences.
FREQUENCY: ANNUALLY
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TAX
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Prepare income tax provisions. A - Provide consultation as needed in
establishing positions to be taken in
tax treatment of particular issues.
Perform review in conujunction with
the year-end audit.
FREQUENCY: ANNUALLY
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TAX (CONT.)
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Calculate excise tax Calculate required distributions to Provide transaction information A - Provide consultation as
distributions avoid imposition of excise tax. as requested. Identify Passive needed in establishing
- Calculate capital gain net Foreign Investment Companies positions to be taken in tax
income and foreign currency (PFICs). Approve tax treatment of particular
gain/loss through October 31. accounting positions to be issues. Review and concur
- Calculate ordinary income and taken. Review and approve all with proposed distributions
distributions through a specified income and distribution per share.
cut off date . calculations, including
- Project ordinary income from projected income and dividend
cut off date to December 31. shares. Approve distribution
- Ascertain dividend shares. rates per share and aggregate
Identify book-tax accounting amounts. Obtain Board approval
differences. Track required when 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.
FREQUENCY: ANNUALLY
Prepare tax returns Prepare excise and RIC tax returns Review and sign tax return. A - Review and sign tax
for Feeder. return as preparer.
FREQUENCY: ANNUALLY
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TAX (CONT.)
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Prepare Form 1099 Obtain yearly distribution Review and approve information
information. Calculate 1099 provided for Form 1099.
reclasses and coordinate with
transfer agent.
FREQUENCY: ANNUALLY
Prepare other year-end tax-related Obtain yearly income distribution Review and approve information
disclosures information. Calculate disclosures provided.
(i.e., dividend received deductions,
foreign tax credits, tax-exempt
income, income by jurisdiction) and
coordinate with transfer agent.
FREQUENCY: ANNUALLY
