FORM OF
MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
o FUND ADMINISTRATION SERVICES
o FUND ACCOUNTING SERVICES
o TRANSFER AGENCY SERVICES
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
(XXXXXX XXXXXXX INSTITUTIONAL LIQUIDITY FUNDS)
________________, 2003
FORM OF MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
------- ----
1. Appointment.................................................. 1
2. Representations and Warranties............................... 1
3. Delivery of Documents........................................ 3
4. Services Provided............................................ 4
5. Fees and Expenses............................................ 5
6. Limitation of Liability and Indemnification.................. 7
7. Confidentiality.............................................. 9
8. Term......................................................... 10
9. Notices...................................................... 10
10. Waiver....................................................... 11
11. Force Majeure................................................ 11
12. Amendments................................................... 11
13. Severability................................................. 11
14. Governing Law................................................ 11
Signatures........................................................... 12
FORM OF MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
TABLE OF CONTENTS (CONTINUED)
PAGE
----
Schedule A -- Fees and Expenses...................................... A-1
Schedule B -- Fund Administration Services Description............... B-1
Schedule C -- Fund Accounting Services Description................... C-1
Schedule D -- Transfer Agency Services Description................... D-1
FORM OF MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
AGREEMENT made as of _____________________ , 2003 by and between XXXXXX
XXXXXXX INVESTMENT MANAGEMENT INC. ("MSIM"), a corporation and X.X. XXXXXX
INVESTOR SERVICES CO. ("X.X. Xxxxxx"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the XXXXXX XXXXXXX INSTITUTIONAL LIQUIDITY FUNDS (the "Fund")
is registered as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, MSIM is responsible for the provision of certain transfer
agent, fund accounting and administration services to the Fund pursuant to the
Agreement between MSIM and the Fund dated as of ________________ (the "MSIM
Administration Agreement"); and
WHEREAS, MSIM wishes to contract with X.X. Xxxxxx to provide certain
services with respect to the Fund;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. MSIM hereby appoints X.X. Xxxxxx to provide services
for the Fund, as described hereinafter, subject to the supervision of the Board
of Directors of the Fund (the "Board"), for the period and on the terms set
forth in this Agreement. X.X. Xxxxxx accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Section 5 of and Schedule A to this Agreement.
2. REPRESENTATIONS AND WARRANTIES.
(a) X.X. Xxxxxx represents and warrants to MSIM that:
(i) X.X. Xxxxxx is a corporation, duly organized and existing
under the laws of the State of Delaware;
(ii) X.X. Xxxxxx is duly qualified to carry on its business in
the Commonwealth of Massachusetts;
(iii) X.X. Xxxxxx is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into and perform this Agreement;
(iv) all requisite corporate proceedings have been taken to
authorize X.X. Xxxxxx to enter into and perform this Agreement;
(v) X.X. Xxxxxx has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
(vi) no legal or administrative proceedings have been instituted
or threatened which would impair X.X. Xxxxxx'x ability to perform its duties and
obligations under this Agreement; and
(vii) X.X. Xxxxxx'x entrance into this Agreement shall not cause
a material breach or be in material conflict with any other agreement or
obligation of X.X. Xxxxxx or any law or regulation applicable to X.X. Xxxxxx;
(b) MSIM represents and warrants to X.X. Xxxxxx that:
(i) the Fund is a ____________ corporation, duly organized and
existing and in good standing under the laws of ________________ ;
(ii) MSIM is empowered under applicable laws and by its Charter
Document and By-Laws to enter into and perform this Agreement;
(iii) all requisite proceedings have been taken by the Fund to
authorize MSIM to enter into and perform this Agreement;
(iv) the Fund is an investment company properly registered under
the 1940 Act;
(v) a registration statement under the Securities Act of 1933, as
amended ("1933 Act") and the 1940 Act on Form N-1A has been filed and will be
effective and will remain effective during the term of this Agreement, and all
necessary filings under the laws of the states will have been made and will be
current during the term of this Agreement;
(vi) no legal or administrative proceedings have been instituted
or threatened which would impair the MSIM's ability to perform its duties and
obligations under this Agreement;
(vii) the Fund's registration statements comply in all material
respects with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and none of the Fund's prospectuses and/or statements of additional
information contain any untrue statement
of material fact or omit to state a material fact necessary to make the
statements therein not misleading; and
(viii) MSIM's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of MSIM or the Fund or any law or regulation applicable to it.
3. DELIVERY OF DOCUMENTS. MSIM will promptly furnish to X.X. Xxxxxx
such copies, properly certified or authenticated, of contracts, documents and
other related information that X.X. Xxxxxx may request or requires to properly
discharge its duties. Such documents may include but are not limited to the
following:
(a) Resolutions of the Board authorizing the appointment of MSIM
and X.X. Xxxxxx to provide certain services to the Fund and approving this
Agreement;
(b) The Fund's Charter Document;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form N-8A under
the 1940 Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as
amended, on Form N-1A (the "Registration Statement") under the 1933 Act and the
1940 Act, as filed with the SEC;
(f) Copies of the Investment Advisory Agreement between the Fund
and MSIM (the "Advisory Agreement");
(g) Copy of the Administration Agreement between MSIM and the
Fund;
(h) Opinions of counsel and auditors' reports;
(i) The Fund's prospectus(es) and statement(s) of additional
information relating to all funds, series, portfolios and classes, as
applicable, and all amendments and supplements thereto (such Prospectus(es) and
Statement(s) of Additional Information and supplements thereto, as presently in
effect and as from time to time hereafter amended and supplemented, herein
called the "Prospectuses"); and
(j) Such other agreements as the Fund may enter into from time to
time including securities lending agreements, futures and commodities account
agreements, brokerage agreements and options agreements.
4. SERVICES PROVIDED.
(a) X.X. Xxxxxx will provide the following services subject to the
control, direction and supervision of MSIM and the Board and in compliance with
the objectives, policies and limitations set forth in the Fund's Registration
Statement, Charter Document and By-Laws; applicable U.S. laws and regulations;
and all resolutions and policies implemented by the Board, of which X.X. Xxxxxx
has been notified by the Fund:
(i) Fund Administration,
(ii) Fund Accounting, and
(iii) Transfer Agency.
A detailed description of each of the above services is contained in Schedules
B, C and D, respectively, to this Agreement.
(b) X.X. Xxxxxx will also:
(i) provide office facilities with respect to the provision of
the services contemplated herein (which may be in the offices of X.X. Xxxxxx or
a corporate affiliate of X.X. Xxxxxx);
(ii) provide the services of individuals to serve as officers of
the Fund who will be designated by X.X. Xxxxxx and elected by the Board subject
to reasonable Board approval;
(iii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;
(iv) furnish equipment and other materials, which are necessary
or desirable for provision of the services contemplated herein; and
(v) keep records relating to the services provided hereunder in
such form and manner as X.X. Xxxxxx may xxxx appropriate or advisable. To the
extent required by Section 31 of the 1940 Act and the rules thereunder, X.X.
Xxxxxx agrees that all such records prepared or maintained by X.X. Xxxxxx
relating to the services provided hereunder are the property of the Fund and
will be preserved for the periods prescribed under Rule 31a-2 under the 1940
Act, maintained at the Fund's expense, and made available in accordance with
such Section and rules.
5. FEES AND EXPENSES.
(a) As compensation for the services rendered to MSIM and the Fund
pursuant to this Agreement, MSIM shall pay X.X. Xxxxxx monthly fees determined
as set forth in Schedule A to this Agreement. Such fees are to be billed monthly
and shall be due and payable upon receipt of the invoice. Upon any termination
of the provision of services under this Agreement before the end of any month,
the fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full monthly period and
shall be payable upon the date of such termination.
(b) For the purpose of determining fees calculated as a function of the
Fund's assets, the value of the Fund's assets and net assets shall be computed
as required by its currently effective Prospectus, generally accepted accounting
principles, and resolutions of the Board.
(c) MSIM may request additional services, additional processing, or
special reports, with such specifications and requirements documentation as may
be reasonably required by X.X. Xxxxxx. In addition, significant regulatory and
legal changes and changes in the Fund's status may necessitate additional
services, processing or reports. In either instance, if X.X. Xxxxxx elects to
provide such services or arrange for their provision, it shall be entitled to
additional fees and expenses at its customary rates and charges.
(d) X.X. Xxxxxx will bear its own expenses in connection with the
performance of the services under this Agreement except as provided herein or as
agreed to by the parties. MSIM agrees to promptly reimburse X.X. Xxxxxx for any
services, equipment or supplies ordered by or for MSIM or the Fund through X.X.
Xxxxxx and for any other expenses that X.X. Xxxxxx may incur on MSIM's or the
Fund's behalf at MSIM's or the Fund's request or as consented to by MSIM or the
Fund. Such other expenses to be incurred in the operation of the Fund and to be
borne by MSIM, include, but are not limited to: taxes; interest; brokerage fees
and commissions; salaries and fees of officers and directors who are not
officers, directors, shareholders or employees of X.X. Xxxxxx, or MSIM or the
Fund's distributor; SEC and state Blue Sky registration and qualification fees,
levies, fines and other charges; XXXXX filing fees, processing services and
related fees; postage and mailing costs; costs of share certificates; advisory
and administration fees; charges and expenses of pricing and data services,
independent public accountants and custodians; insurance premiums including
fidelity bond premiums; legal expenses; consulting
fees; customary bank charges and fees; costs of maintenance of corporate [or
trust] existence; expenses of typesetting and printing of Prospectuses for
regulatory purposes and for distribution to current shareholders of the Fund
(the Fund's distributor to bear the expense of all other printing, production,
and distribution of Prospectuses, and marketing materials); expenses of printing
and production costs of shareholders' reports and proxy statements and
materials; expenses of proxy solicitation, proxy tabulation and annual meetings;
costs and expenses of Fund stationery and forms; costs and expenses of special
telephone and data lines and devices; costs associated with corporate,
shareholder, and Board meetings; trade association dues and expenses;
reprocessing costs to X.X. Xxxxxx caused by third party errors; copying charges;
overtime work when necessitated by unusual client requests; microfilm and
storage, audio response unit costs; corporate action services; service
termination and conversion costs; any expenses necessitated by regulatory or
legal changes; and any extraordinary expenses and other customary Fund expenses.
In addition, X.X. Xxxxxx may utilize one or more independent pricing services to
obtain securities prices and to act as backup to the primary pricing services
designated by the Fund, in connection with determining the net asset values of
the Fund. MSIM will reimburse X.X. Xxxxxx for the Fund's share of the cost of
such services based upon the actual usage, or a pro-rata estimate of the use, by
the Fund of the services for the benefit of the Fund.
(e) All fees, out-of-pocket expenses, or additional charges of
X.X. Xxxxxx shall be billed on a monthly basis and shall be due and payable upon
receipt of the invoice.
(f) X.X. Xxxxxx will render, after the close of each month in
which services have been furnished, a statement reflecting all of the charges
for such month. Charges remaining unpaid after thirty (30) days shall bear
interest in finance charges equivalent to, in the aggregate, the Prime Rate (as
determined by X.X. Xxxxxx) plus two percent per year and all costs and expenses
of effecting collection of any such sums, including reasonable attorney's fees,
shall be paid by MSIM to X.X. Xxxxxx.
(g) In the event that MSIM is more than sixty (60) days
delinquent in its payments of monthly xxxxxxxx in connection with this Agreement
(with the exception of specific amounts which may be contested in good faith by
the Fund), this Agreement may be terminated upon thirty (30) days' written
notice to the Fund by X.X. Xxxxxx. MSIM must notify X.X. Xxxxxx
in writing of any contested amounts within thirty (30) days of receipt of a
billing for such amounts. Disputed amounts are not due and payable while they
are being investigated.
6. LIMITATION OF LIABILITY AND INDEMNIFICATION.
(a) X.X. Xxxxxx shall not be liable for any error of judgment or
mistake of law or for any loss or expense suffered by the Fund or third parties,
in connection with the matters to which this Agreement relates, except for a
loss or expense solely caused by or resulting from X.X. Xxxxxx'x xxxxx
negligence or willful misconduct.
(b) X.X. Xxxxxx shall not be responsible for, and MSIM shall
indemnify and hold X.X. Xxxxxx and its directors, officers, agents and employees
(collectively the "Indemnitees") harmless from and against any and all claims,
liabilities, losses, damages, fines, penalties and expenses, including
out-of-pocket and incidental expenses and legal fees ("Losses") that may be
imposed on, incurred by, or asserted against, the Indemnitees or any of them in
the performance of its/their duties hereunder, including but not limited to
those arising out of or attributable to:
(i) any and all actions of the Indemnitees required to be
taken pursuant to this Agreement;
(ii) the reliance on or use by the Indemnitees of information,
records, or documents which are received by the Indemnitees and furnished to it
or them by or on behalf of MSIM or the Fund, and which have been prepared or
maintained by MSIM or the Fund or any third party on behalf of MSIM or the Fund;
(iii) MSIM's or the Fund's refusal or failure to comply with
the terms of this Agreement or MSIM's or the Fund's lack of good faith, or its
actions, or lack thereof, involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of MSIM
hereunder;
(v) the taping or other form of recording of telephone
conversations or other forms of electronic communications with investors and
shareholders, or reliance by the Indemnitees 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;
(vi) following any instructions or other directions reasonably
believed to be requests of MSIM or the Fund or otherwise duly authorized, and
upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this
Agreement;
(vii) the recognition and processing by X.X. Xxxxxx of any
share certificates which are reasonably believed to bear the proper signatures
of the officers of the Fund and the proper countersignature of any transfer
agent or registrar of the Fund;
(viii) any delays, inaccuracies, errors in or omissions from
information or data provided to X.X. Xxxxxx by MSIM or the Fund, its investment
advisers and/or sub-advisers, and providers of other services such as data
services, corporate action services, pricing services or securities brokerage;
(ix) the offer or sale of shares by the Fund 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 (1) resulting from
activities, actions, or omissions by the Fund or its other service providers and
agents, or (2) existing or arising out of activities, actions or omissions by or
on behalf of the Fund prior to the effective date of this Agreement;
(x) any failure of the Fund's registration statement to comply
with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and any other applicable laws, or any untrue statement of a material
fact or omission of a material fact necessary to make any statement therein not
misleading in a Fund's prospectus;
(xi) the actions taken by MSIM or the Fund, its investment
adviser and/or sub-advisers, and its distributor in compliance with applicable
securities, tax, commodities and other laws, rules and regulations, or the
failure to so comply; and
(xii) all actions, inactions, omissions, or errors caused by
third parties to whom the Fund, MSIM or the Indemnitees have assigned any rights
and/or delegated any duties under this Agreement at the request of or as
required by MSIM or by the Fund, its investment advisers, distributor,
administrator or sponsor.
(c) In addition to and not in limitation of paragraph (b) immediately
above, MSIM also agrees to indemnify and hold the Indemnitees and each of them
harmless from and
against any and all Losses that may be imposed on, incurred by, or asserted
against, the Indemnitees or any of them in connection with or arising out of
X.X. Xxxxxx'x performance under this Agreement, provided the Indemnitees have
not acted with gross negligence or engaged in willful misconduct.
(d) In performing its services hereunder, X.X. Xxxxxx shall be entitled
to rely on any oral or written instructions, notices or other communications,
including electronic transmissions, from MSIM, the Fund and its custodians,
officers and directors, investment advisers and sub-advisers, investors, agents
and other service providers which X.X. Xxxxxx reasonably believes to be genuine,
valid and authorized. X.X. Xxxxxx shall also be entitled to consult with and
rely on the advice and opinions of outside legal counsel and public accountants
retained by MSIM or the Fund, as necessary or appropriate.
(e) Anything in this agreement to the contrary notwithstanding, in no
event shall X.X. Xxxxxx be liable for any indirect, incidental, special or
consequential losses or damages of any kind whatsoever (including but not
limited to lost profits), even if X.X. Xxxxxx has been advised of the likelihood
of such loss or damage and regardless of the form of action in which any such
loss or damage may be claimed. This provision shall survive the termination of
this Agreement.
7. CONFIDENTIALITY. In accordance with the Securities and Exchange
Commission's Regulation S-P ("Regulation S-P") non-public personal information
relating to consumers or customers of any Fund provided by, or at the direction
of MSIM or the Fund to X.X. Xxxxxx, or collected or retained by X.X. Xxxxxx in
the course of performing Services, shall be considered confidential information.
X.X. Xxxxxx agrees that it shall not use such confidential information for any
purpose other than to carry out its obligations under this Agreement, and
further agrees that it shall not disclose such confidential information to any
person or entity other than (i) affiliates of X.X. Xxxxxx to the extent
appropriate to carry out its obligations under this Agreement (ii)
non-affiliated third parties who have entered into written contractual
arrangements protecting confidential information with X.X. Xxxxxx and only to
the extent necessary to carry out X.X. Xxxxxx'x obligations under this Agreement
(iii) at the direction of MSIM or the Fund, (iv) as required by law or (v) as
permitted by law (which may include applicable anti-money laundering
laws). X.X. Xxxxxx shall not disclose confidential information to any person or
entity unless such person or entity has agreed to keep such information
confidential.
X.X. Xxxxxx represents, warrants and agrees that it has in place and will
maintain physical, electronic and procedural safeguards reasonably designed to
protect the security, confidentiality and integrity of, and to prevent
unauthorized access to or use of records and information relating to consumers
or customers of MSIM or the Fund.
8. TERM. This Agreement shall become effective on the date first
hereinabove written and may be modified or amended from time to time by mutual
agreement between the parties hereto. The Agreement shall continue in effect
unless terminated by either party on 180 days' prior written notice. Upon
termination of this Agreement, MSIM shall pay to X.X. Xxxxxx such compensation
and any out-of-pocket or other reimbursable expenses which may become due or
payable under the terms hereof as of the date of termination or after the date
that the provision of services ceases, whichever is later. In the event of late
payment or non-payment, X.X. Xxxxxx shall have the right to retain the records
of the Fund until all fees and monies due X.X. Xxxxxx are paid.
9. NOTICES. Any notice required or permitted hereunder shall be in
writing and shall be deemed effective on the date of personal delivery (by
private messenger, courier service or otherwise) or upon confirmed receipt of
telex or facsimile, whichever occurs first, or upon receipt if by mail to the
parties at the following address (or such other address as a party may specify
by notice to the other):
If to MSIM:
Xxxxxx Xxxxxxx Investment Management Inc.
Attention:
Fax:
If to X.X. Xxxxxx:
X.X. Xxxxxx Investor Services Co.
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx, Esq.
Fax: 000-000-0000
10. 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.
11. FORCE MAJEURE. X.X. Xxxxxx shall not be responsible or liable for
any harm, loss or damage suffered by MSIM or the Fund, its investors, or other
third parties or for any failure or delay in performance of X.X. Xxxxxx'x
obligations under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond X.X. Xxxxxx'x control. In the event of a
force majeure, any resulting harm, loss, damage, failure or delay by X.X. Xxxxxx
will not give MSIM the right to terminate this Agreement.
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.
13. 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.
14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By:_________________________________
Name:_______________________________
Title:______________________________
X.X. XXXXXX INVESTOR SERVICES CO.
By:_________________________________
Name:_______________________________
Title:______________________________
FORM OF MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
SCHEDULE A
FEES AND EXPENSES
FUND ACCOUNTING, ADMINISTRATION AND TRANSFER AGENCY FEES
A. For the services rendered under this Agreement, MSIM shall pay to X.X.
Xxxxxx an annual fee based on the following schedule:
________ of 1% on the first $______ million in total assets, plus
________ of 1% on the first $______ million in total assets, plus
________ of 1% of the total assets in excess of $1 billion.
B. The foregoing calculation is based on the average daily net assets of
the Fund. The fees will be computed, billed and payable monthly. The
minimum charge per year for the Fund will not be less than of 1% of
average daily net assets.
C. Out-of-pocket expenses will be computed, billed and payable monthly.
TRANSFER AGENCY FEES
A. $__________ per account.
B. Out-of-pocket expenses and customary bank charges and offsets and
customized systems and technology charges, which will be computed,
billed and payable monthly.
FORM OF MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF FUND ADMINISTRATION
AND COMPLIANCE SERVICES
X.X. Xxxxxx'x Fund Administration and Compliance Services are designed and
intended to address the Fund's routine financial and tax reporting, portfolio
compliance and general administration needs. X.X. Xxxxxx will work closely with
the Fund's experts, such as its public accountants and legal counsel, with
respect to these services.
I. ROUTINE FINANCIAL REPORTING SERVICES
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Services Services Include
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Core Services (included in o Coordination, preparation and review of
Administration Fee) financial statements (annual and
semi-annual), including:
o Statement of Investments
o Statement of Assets & Liabilities
o Statement of Operations
o Statement of Changes in Net Assets
o Statement of Cash Flows
o Financial Highlights
o Notes to Financial Statements
o Review of Financial Data in MD&A
o Preparation and review of
line graphs and performance
information.
o Creation, distribution and review of
up to 3 production drafts
o Review of SEC Form N-30d
o Preparation of NSAR Filings
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Additional Services o Pro-Forma Statements
(subject to additional fees)
o In - House Publishing ( Framemaker)
o Additional Drafts
o Maintenance of Customized Industries and
Descriptions
o Additional Graphics (ie Pie Charts)
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C-1
II. ROUTINE RIC TAX SERVICES
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Services Services Include
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Core Tax Services (included o Includes preparation and review of the
in Administration Fee) following:
o Fiscal and excise tax provisions
(includes all book/tax adjustments,
except those noted below);
o Fiscal,state and excise tax returns
(including filings by extended due
dates);
o Year end re-characterizations, return of
capital foreign tax credit and tax exempt
percentages for form 1099;
o Year end shareholder reporting
requirements (state by state, country by
country, treasury income and asset
percentages, AMT, MA LT capital gains);
o IRS asset diversification and good income
tests;
o Periodic distributions;
o 60 day notice information (FTC, LT
capital gain designation, tax exempt
income, DRD);
o Quarterly tax exempt asset test and
annual foreign security asset test.
o Tax preparation and review of all items
regarding liquidations or mergers
including completion of the final tax
provision(s), return(s) and calculations
of all tax attributes.
o Support financial statement process by
preparing and reviewing the following:
o ROC SOP disclosure;
o Tax Footnote disclosure.
o Up to 25 hours of tax consultation and
research per year per Fund Complex.
o Review complex corporate actions.
o Preparation and review of one income,
including capital gains, estimate during
the Fund's fiscal year. Estimate assumes
all prior year tax adjustments reverse
and does not include current year tax
adjustments.
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Additional Services (subject o Equalization calculations
to additional fees)
o REMIC OID Calculations
o Accelerated Fiscal or Excise Tax Reporting
o Tax consulting above 25 hours annually
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C-2
III. ROUTINE COMPLIANCE/TREASURY PRICING SCHEDULE
X.X. Xxxxxx will provide assistance to the Fund and its investment adviser with
respect to compliance with federal tax and securities laws. Responsibility for
such compliance services are subject to the development of a more precise
allocation of duties and responsibilities between X.X. Xxxxxx, the adviser and
other relevant service providers. In addition, X.X. Xxxxxx'x provision of
compliance services is designed to assist the Fund and its adviser but is not
intended as an assumption by X.X. Xxxxxx of the adviser's fiduciary duties and
legal responsibilities to the Fund.
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Service Options Options Include
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Basic Compliance Services o Daily 1940 Act Compliance Monitoring
o Diversification
o Industry concentration
o Illiquid securities concentration
o Leveraging/borrowing
o Rule 2a-7
o Investment companies
o Rule 12d-3(1)
o Daily Prospectus/SAI Compliance
Monitoring
o Investment objectives
o Credit quality limitations
o Security type limitations
o IRC Compliance Monitoring
o Quarterly 25% and 50% asset
diversification tests
o Quarterly 90% gross income test
o Form N-1A Filings
o Assist with preparation of annual
prospectus and SAI
o Assist with 24f-2 filing
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Basic Treasury Services o Expenses and Accrued Expenses
o Annual budget
o Monthly accrued expenses analysis
o Quarterly asset-based fees calculations
o Monthly expense limitation analysis
o Processing of payments
o Daily Dividend Calculations
o Audit Coordination and Support
o Interim and annual audits
o SAS 70 audits
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C-3
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Service Options Options Include
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o Periodic Board Reporting
o Broker commissions reports
o Financial Highlights
o Expense ratios
o Affiliated transactions
o Mark-to-Market for money market funds
o Portfolio Turnover
o Quarterly portfolio turnover calculation
(if applicable)
o Semiannual long-term cost roll-forward
(if applicable)
o Quarterly Management Reporting
o Net assets
o NAVs per share
o Expense Ratios
o Portfolio turnover
o Dividends and distributions
o Compliance memoranda log
o Periodic Survey Reporting
o Investment Company Institute
o Lipper
x Xxxxx'x
o Standard & Poors
o Fitch
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FORM OF MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
SCHEDULE C
DESCRIPTION OF FUND ACCOUNTING SERVICES
X.X. Xxxxxx shall provide the following accounting services to the Fund:
A. Maintenance of the books and records for the Fund's assets, including
records of all securities transactions.
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B. Calculation of each funds', portfolios' or classes' Net Asset Value
in accordance with the Prospectus, and after the fund, portfolio or
class meets eligibility requirements, transmission to NASDAQ and to
such other entities as directed by the Fund.
C. Accounting for dividends and interest received and distributions made
by the Fund.
D. Coordinate with the Fund's independent auditors with respect to the
annual audit, and as otherwise requested by the Fund.
X. Xx mutually agreed upon, X.X. Xxxxxx will provide domestic and/or
international reports.
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FORM OF MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
SCHEDULE D
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services X.X.
Xxxxxx shall provide to the Fund.
A. SHAREHOLDER RECORDKEEPING. Maintain records showing for each Fund
shareholder the following: (i) name, address, appropriate tax
certification and tax identifying number; (ii) number of shares of
each fund, portfolio or class; (iii) historical information
including, but not limited to, dividends paid, date and price of all
transactions including individual purchases and redemptions, based
upon appropriate supporting documents; and (iv) any dividend
reinvestment order, application, specific address, payment and
processing instructions and correspondence relating to the current
maintenance of the account.
B. SHAREHOLDER ISSUANCE. Record the issuance of shares of each Fund,
portfolio or class. Except as specifically agreed in writing with any
Fund, X.X. Xxxxxx shall have no obligation when countersigning and
issuing and/or crediting shares to take cognizance of any other laws
relating to the issue and sale of such shares except insofar as
policies and procedures of the Stock Transfer Association recognize
such laws.
C. TRANSFER, PURCHASE AND REDEMPTION ORDERS. Process all orders for the
transfer, purchase and redemption of shares of each Fund in
accordance with such Fund's current prospectus and written transfer
agency policies and procedures agreed to from time to time, including
electronic transmissions which the Fund acknowledges it has
authorized, or in accordance with any instructions of the Fund or its
agents which X.X. Xxxxxx reasonably believes to be authorized.
D. SHAREHOLDER COMMUNICATIONS. Transmit all communications by any Fund
to its shareholders promptly following the delivery by the Fund of
the material to be transmitted by mail, telephone, courier service or
electronically.
E. PROXY MATERIALS. Assist with the mailing or transmission of proxy
materials, tabulating votes, and compiling and certifying voting
results.
F. SHARE CERTIFICATES. If permitted by Fund policies, and if a
shareholder of a Fund requests a certificate representing shares,
X.X. Xxxxxx as Transfer Agent, will countersign and mail a share
certificate to the investor at his/her address as it appears on the
Fund's shareholder records.
G. RETURNED CHECKS. In the event that any check or other negotiable
instrument for the payment of shares is returned unpaid for any
reason, X.X. Xxxxxx will take such steps,
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as X.X. Xxxxxx may xxxx appropriate and notify the Fund of such
action. However, the Fund remains ultimately liable for any returned
checks or negotiable instruments of its shareholders.
X. SHAREHOLDER CORRESPONDENCE. 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.
I. TAX REPORTING. X.X. Xxxxxx shall issue appropriate shareholder tax
forms as required.
J. DIVIDEND DISBURSING. X.X. Xxxxxx will prepare and mail checks, place
wire transfers or credit income and capital gain payments to
shareholders. Each Fund will advise X.X. Xxxxxx 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. X.X. Xxxxxx will, on
or before the payment date of any such dividend or distribution,
notify the Fund's Custodian of the estimated amount required to pay
any portion of such dividend or distribution payable in cash, and on
or before the payment date of such distribution, the Fund will
instruct its Custodian to make available to X.X. Xxxxxx 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 each
shareholder's account.
K. ESCHEATMENT. X.X. Xxxxxx shall provide escheatment services only with
respect to the escheatment laws of the State of Massachusetts,
including those which relate to reciprocal agreements with other
states.
L. TELEPHONE SERVICES. X.X. Xxxxxx will provide staff coverage, training
and supervision in connection with each Fund's telephone line for
shareholder inquiries, and will respond to inquiries concerning
shareholder records, transactions processed, procedures to effect the
shareholder records and inquiries of a general nature relative to
shareholder services. All other telephone calls will be referred to
the Fund, as appropriate.
M. ANTI-MONEY LAUNDERING SERVICES. Verify shareholder identity upon
opening new accounts where the subscription comes directly to X.X.
Xxxxxx. X.X. Xxxxxx will monitor, identify and report shareholder
transactions and identify and report suspicious activities that are
required to be so identified and reported, and provide other required
reports to the Securities and Exchange Commission, the U.S. Treasury
Department, the Internal Revenue Service or each agency's designated
agent, in each case consistent with X.X Xxxxxx'x or the Fund's AML
Program, as provided to X.X. Xxxxxx and approved by X.X. Xxxxxx from
time to time ("AML Program"). X.X. Xxxxxx will place holds on
transactions in shareholder accounts or freeze assets in shareholder
accounts, as provided in the AML Program and create documentation to
provide a basis for law enforcement authorities to trace illicit
funds. X.X. Xxxxxx will maintain all records or other documentation
related to shareholder accounts and transactions therein that are
required to be prepared and maintained pursuant to the
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AML Program, and make the same available for inspection by (i) the
designated AML Compliance Officer, (ii) any auditor of the Fund's AML
Program or related procedures, policies or controls that have been
designated by the Fund in writing, or (iii) regulatory or law
enforcement authorities, and otherwise make said records or other
documents available at the direction of the designated AML Compliance
Officer.
N. FULFILLMENT SERVICES. As directed by X.X. Xxxxxx or upon the request
of prospective shareholders (partners) either by telephone or in
writing, X.X. Xxxxxx will mail reasonable quantities of prospectuses
(offering memoranda), applications to purchase shares and other
information customarily sent to prospective shareholders (partners).
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