EXHIBIT 99.(H)(5)
ADMINISTRATION AGREEMENT
Agreement dated as of June 1, 1999 by and between State Street Bank
and Trust Company, a Massachusetts trust company (the "Administrator"), and
Holland Series Fund, Inc., a Maryland corporation (the "Company").
WHEREAS, the Company is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Company desires to retain the Administrator to furnish
certain administrative services to the Company, and the Administrator is willing
to furnish such services, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. Appointment of Administrator
The Company hereby appoints the Administrator to act as administrator
with respect to the Company for purposes of providing certain administrative
services for the period and on the terms set forth in this Agreement. The
Administrator accepts such appointment and agrees to render the services stated
herein for the compensation stated herein.
The Company offers shares of one series of its common stock and will
initially consist of the portfolio (an "Investment Fund") listed in Schedule A
to this Agreement. In the event that the Company establishes one or more
additional Investment Funds with respect to which it wishes to retain the
Administrator to act as administrator hereunder, the Company shall notify the
Administrator in writing. Upon written acceptance by the Administrator, such
Investment Fund shall become subject to the provisions of this Agreement to the
same extent as the existing Investment Funds, except to the extent that such
provisions (including those relating to the compensation and expenses payable by
the Company and its Investment Funds) may be modified with respect to each
additional Investment Fund in writing by the Company and the Administrator at
the time of the addition of the Investment Fund.
2. Delivery of Documents
The Company will promptly deliver to the Administrator copies of each
of the following documents and all future amendments and supplements, if any:
a. The Company's Articles of Incorporation and by-laws;
b. The Company's currently effective registration statement under
the Securities Act of 1933, as amended (the "1933 Act"), and the
1940 Act and the Company's Prospectus(es) and Statement(s) of
Additional Information relating to all Investment Funds and all
amendments and supplements thereto as in effect from time to
time;
c. Certified copies of the resolutions of the Board of Directors of
the Company (the "Board") authorizing (1) the Company to enter
into this Agreement and (2) certain individuals on behalf of the
Company to (a) give instructions to the Administrator pursuant to
this Agreement and (b) sign checks and pay expenses;
d. A copy of the investment advisory agreement between the Company
and its investment adviser; and
e. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem necessary
or appropriate in the proper performance of its duties.
3. Representations and Warranties of the Administrator
The Administrator represents and warrants to the Company that:
a. It is a Massachusetts trust company, duly organized and existing
under the laws of The Commonwealth of Massachusetts;
b. It has the corporate power and authority to carry on its business
in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to
perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation
applicable to it.
4. Representations and Warranties of the Company
The Company represents and warrants to the Administrator that:
a. It is a corporation, duly organized, existing and in good
standing under the laws of State of Maryland
b. It has the corporate power and authority under applicable laws
and by its charter and by-laws to enter into and perform this
Agreement;
c. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
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d. It is an investment company properly registered under the 1940
Act;
e. A registration statement under the 1933 Act and the 1940 Act has
been filed and will be effective and remain effective during the
term of this Agreement. The Company also warrants to the
Administrator that as of the effective date of this Agreement,
all necessary filings under the securities laws of the states in
which the Company offers or sells its shares have been made;
f. No legal or administrative proceedings have been instituted or
threatened which would impair the Company's ability to perform
its duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material breach
or be in material conflict with any other agreement or obligation
of the Company or any law or regulation applicable to it; and
h. As of the close of business on the date of this Agreement, the
Company is authorized to issue shares of its common stock, par
value $0.01 per share, and it will initially offer shares, in the
authorized amounts as set forth in Schedule A to this Agreement.
5. Administration Services
The Administrator shall provide the following services, in each case,
subject to the control, supervision and direction of the Company and the review
and comment by the Company's auditors and legal counsel and in accordance with
procedures which may be established from time to time between the Company and
the Administrator:
a. Oversee the determination and publication of the Company's net
asset value in accordance with the Company's policy as adopted
from time to time by the Board;
b. Oversee the maintenance by the Company's custodian of certain
books and records of the Company as required under Rule 31a-1(b)
of the 1940 Act;
c. Prepare the Company's federal, state and local income tax returns
for review by the Company's independent accountants and filing by
the Company's treasurer;
d. Review calculation, submit for approval by officers of the
Company and arrange for payment of the Company's expenses;
e. Prepare for review and approval by officers of the Company
financial information for the Company's semi-annual and annual
reports, proxy statements and other communications required or
otherwise to be sent to Company shareholders, and arrange for the
printing and dissemination of such reports and communications to
shareholders;
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f. Prepare for review by an officer of and legal counsel for the
Company the Company's periodic financial reports required to be
filed with the Securities and Exchange Commission ("SEC") on Form
N-SAR and financial information required by Form N-1A and such
other reports, forms or filings as may be mutually agreed upon;
g. Prepare reports relating to the business and affairs of the
Company as may be mutually agreed upon and not otherwise prepared
by the Company's investment adviser, custodian, legal counsel or
independent accountants;
h. Coordinate the reporting and other services of the Independent
Accountants and make such reports and recommendations to the
Board concerning the performance of the independent accountants
as the Board may reasonably request;
i. Coordinate the reporting of the Company's distributor and
transfer and dividend disbursing agent ("Transfer Agent");
j. Monitor the performance of the Company's custodian and make such
reports and recommendations to the Board concerning the
performance and fees of the Company's custodian as the Board may
reasonably request or deems appropriate;
k. Oversee and review calculations of fees paid to the Company's
investment adviser, custodian, distributor and Transfer Agent;
l. Consult with the Company's officers, independent accountants,
legal counsel, custodian and Transfer Agent in establishing the
accounting policies of the Company;
m. Respond to, or refer to the Company's officers, distributor or
Transfer Agent, shareholder inquiries relating to the Company;
n. Provide monitoring and periodic testing of portfolios to assist
the Company's investment adviser in complying with: Internal
Revenue Code mandatory qualification requirements, the
requirements of the 1940 Act and Company prospectus limitations
as may be mutually agreed upon;
o. Review and provide assistance on shareholder communications;
p. Maintain general corporate calendar;
q. Maintain copies of the Company's charter and by-laws;
r. File annual and semi-annual shareholder reports with the
appropriate regulatory agencies; review text of "President's
letters" to shareholders and "Management's Discussion of Company
Performance" (which shall also be subject to review by the
Company's legal counsel);
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s. Organize, attend and prepare minutes of shareholder meetings;
t. Provide consultation on regulatory matters relating to portfolio
management, Company operations and any potential changes in the
Company's investment policies, operations or structure; act as
liaison to legal counsel to the Company and, where applicable, to
legal counsel to the Company's independent Board members;
u. Maintain continuing awareness of significant emerging regulatory
and legislative developments which may affect the Company, update
the Board and the investment adviser on those developments and
provide related planning assistance where requested or
appropriate;
v. Monitor the Company's compliance program with respect to the
Internal Revenue Code, the 1940 Act and the prospectus and
develop or assist in developing guidelines and procedures to
improve overall compliance by the Company and its various agents;
w. Counsel and assist the Company in the handling of routine
regulatory examinations and work closely with the Company's legal
counsel in response to any non-routine regulatory matters;
x. Collect, review and summarize significant reports from other
service providers, prepare monthly administrative report which
will include a compliance summary and performance calculations,
prepare quarterly financial statements which will include: the
Statement of Assets and Liabilities, Statement of Operations,
Statement of Changes in Net Assets and expense and portfolio
turnover ratios and review holdings reconciliations between the
Company's custodian and fund accounting agent and promptly report
any discrepancies to the Company's officers or the Board;
y. Calculate and disseminate statistical research data to relevant
publications and media;
Subject to review and comment by the Company's legal counsel:
z. Prepare and file with the SEC amendments to the Company's
registration statement, including updating the Prospectus and
Statement of Additional Information, where applicable;
aa. Prepare and file with the SEC proxy statements; provide
consultation on proxy solicitation matters;
bb. Prepare agenda and background materials for Board meetings,
make presentations where appropriate, prepare minutes and follow-
up on matters raised at Board meetings;
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cc. Prepare and file with the SEC Rule 24f-2 notices; and
dd. Perform Blue Sky services pursuant to the specific
instructions of the Company and as detailed in Schedule B to this
Agreement.
The Administrator shall, at its own expense, provide the office facilities and,
if requested by the Company, facilities within State Street offices for meetings
of the Company's board of directors and shareholders and the personnel required
by it to perform the services contemplated herein.
6. Fees; Expenses; Expense Reimbursement
The Administrator shall receive from the Company such compensation for
the Administrator's services provided pursuant to this Agreement as may be
agreed to from time to time in a written fee schedule approved by the parties
and initially set forth in the Fee Schedule to this Agreement. The fees are
accrued daily and billed monthly and shall be due and payable upon receipt of
the invoice. Upon the termination of 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 termination of this Agreement. In addition,
the Company shall reimburse the Administrator for its reasonable out-of-pocket
costs incurred in connection with this Agreement.
The Company agrees promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for the Company through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Company's behalf at the Company's request or
with the Company's consent.
The Company will bear all expenses that are incurred in its operation
and not specifically assumed by the Administrator. Expenses to be borne by the
Company, include, but are not limited to: organizational expenses; cost of
services of independent accountants and outside legal and tax counsel (including
such counsel's review of the Company's registration statement, proxy materials,
federal and state tax qualification as a regulated investment company and other
reports and materials prepared by the Administrator under this Agreement); cost
of any services contracted for by the Company directly from parties other than
the Administrator; cost of trading operations and brokerage fees, commissions
and transfer taxes in connection with the purchase and sale of securities for
the Company; investment advisory fees; taxes, insurance premiums and other fees
and expenses applicable to its operation; costs incidental to any meetings of
shareholders including, but not limited to, legal and accounting fees, proxy
filing fees and the costs of preparation, printing and mailing of any proxy
materials; costs incidental to Board meetings, including fees and expenses of
Board members; the salary and expenses of any officer, director or employee of
the Company; costs incidental to the preparation, printing and distribution of
the Company's registration statements and any amendments thereto and shareholder
reports; cost of typesetting and printing of prospectuses; cost of preparation
and filing of the Company's tax returns, Form N-1A or N-2 and Form N-SAR, and
all notices, registrations and amendments associated with applicable federal and
state tax and securities laws; all applicable registration fees and filing fees
required under federal and state securities laws; fidelity bond and directors'
and officers' liability insurance; and cost of independent pricing services used
in computing the Company's net asset value.
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The Administrator is authorized to and may employ or associate with
such person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Company for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.
7. Instructions and Advice
At any time, the Administrator may apply to any officer of the Company
for instructions and may consult with outside counsel for the Company or the
independent accountants for the Company at the expense of the Company, with
respect to any matter arising in connection with the services to be performed by
the Administrator under this Agreement. The Administrator shall not be liable,
and shall be indemnified by the Company, for any action taken or omitted by it
in good faith in reliance upon any such instructions or advice or upon any paper
or document reasonably believed by it to be genuine and to have been signed by
the proper person or persons. The Administrator shall not be held to have notice
of any change of authority of any person until receipt of written notice thereof
from the Company. Nothing in this paragraph shall be construed as imposing upon
the Administrator any obligation to seek such instructions or advice, or to act
in accordance with such advice when received.
8. Limitation of Liability and Indemnification
The Administrator shall be responsible for the performance of only
such duties as are set forth in this Agreement and that are mutually agreed upon
by the Company and the Administrator. Except as otherwise provided under Section
6, the Administrator shall have no responsibility for the actions or activities
of any other party, including other service providers. The Administrator shall
have no liability for any error of judgment or mistake of law or for any loss or
damage resulting from the performance or nonperformance of its duties hereunder
unless caused by or resulting from the gross negligence or willful misconduct of
the Administrator, its officers or employees. The Administrator shall not be
liable for any special, indirect, incidental, or consequential damages of any
kind whatsoever (including, without limitation, attorneys' fees) under any
provision of this Agreement or for any such damages arising out of any act or
failure to act hereunder. In any event, the Administrator's liability under this
Agreement shall be limited to its total annual compensation earned and fees paid
hereunder during the preceding twelve months for any liability or loss suffered
by the Company including, but not limited to, any liability relating to
qualification of the Company as a regulated investment company or any liability
relating to the Company's compliance with any federal or state tax or securities
statute, regulation or ruling.
The Administrator shall not be responsible or liable for any failure
or delay in performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its reasonable
control, including without limitation, work stoppage, power or other mechanical
failure, computer virus, natural disaster, governmental action or communication
disruption.
The Company shall indemnify and hold the Administrator harmless from
all loss, cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by the Administrator resulting from any claim, demand, action
or suit in connection with the Administrator's acceptance of this Agreement, any
action or omission by it in the performance of its duties hereunder, or as a
result of acting upon any instructions reasonably believed by it to have been
duly authorized by the Company, provided
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that this indemnification shall not apply to actions or omissions of the
Administrator, its officers or employees in cases of its or their own gross
negligence or willful misconduct.
The Administrator shall give the Company prompt written notice of any
claim, demand, action or suit which may give rise to any indemnity obligation
under this Section 8 and the Company shall have the right to assume the defense
thereof through counsel of its choice by so notifying the Administrator,
provided that failure to give prompt notice shall not affect the indemnification
obligations of the Company except to the extent that such failure actually
prejudices the Company. The Administrator may, at its sole cost and expense,
participate in any such defense assumed by the Company. No settlement shall be
made by the Company without the prior written consent of the Administrator,
which consent shall not be unreasonably withheld or delayed, except a settlement
that involves only the payment of damages, includes an unconditional release of
the Administrator and non- disclosure agreement.
The indemnification contained herein shall survive the termination of
this Agreement.
9. Confidentiality
The Administrator agrees that, except as otherwise required by law or
in connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Company or its shareholders or shareholder accounts
and will not disclose the same to any person except at the request or with the
written consent of the Company.
10. Compliance with Governmental Rules and Regulations; Records
The Company assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it, except to the extent that the Administrator specifically assumes any such
obligations to take action under the terms of the Agreement.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Administrator agrees that all records which it maintains for the Company
shall at all times remain the property of the Company, shall be readily
accessible during normal business hours, and shall be promptly surrendered upon
the termination of the Agreement or otherwise on written request. The
Administrator further agrees that all records which it maintains for the Company
pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods
prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier
surrendered as provided above. Records shall be surrendered in usable machine-
readable form.
11. Services Not Exclusive
The services of the Administrator to the Company are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Company
from time to time, have no authority to act or represent the Company in any way
or otherwise be deemed an agent of the Company.
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12. Term, Termination and Amendment
This Agreement shall become effective on the date of its execution and
shall remain in full force and effect for a period of two years from the
effective date and shall automatically continue in full force and effect after
such initial term unless either party terminates this Agreement by written
notice to the other party at least sixty (60) days prior to the expiration of
the initial term. Either party may terminate this Agreement at any time after
the initial term upon at least sixty (60) days' prior written notice to the
other party. Termination of this Agreement with respect to any given Investment
Fund shall in no way affect the continued validity of this Agreement with
respect to any other Investment Fund. Upon termination of this Agreement, the
Company shall pay to the Administrator such compensation and any reimbursable
expenses as may be due under the terms hereof as of the date of such
termination, including reasonable out-of-pocket expenses associated with such
termination. This Agreement may be modified or amended from time to time by
mutual written agreement of the parties hereto.
13. Notices
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to the
Company: Holland Series Fund, Inc., c/o Holland & Company, L.L.C., 000 Xxxx Xxx.
Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxxxx Xxxxxxx, fax: 000-000-0000; if to the
Administrator: State Street Bank and Trust Company, 0000 Xxxxxxxx Xxxxx, XXX-0,
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000, Attn: Fund Administration Legal Department,
fax: 000-000-0000.
14. Non-Assignability
This Agreement shall not be assigned by either party hereto without
the prior consent in writing of the other party, except that the Administrator
may assign this Agreement to a successor of all or a substantial portion of its
business, or to a party controlling, controlled by or under common control with
the Administrator.
15. Successors
This Agreement shall be binding on and shall inure to the benefit of
the Company and the Administrator and their respective successors and permitted
assigns.
16. Entire Agreement
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
17. 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
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upon strict adherence to that term or any term of this Agreement. Any waiver
must be in writing signed by the waiving party.
18. 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.
19. Governing Law
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The State of New York.
20. Reproduction of Documents
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm, micro-
card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
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.
HOLLAND SERIES FUND, INC.
/s/ Xxxxxxx Xxxxxxx
By: ________________________________
Name: Xxxxxxx Xxxxxxx
--------------------------------
Title: President
--------------------------------
STATE STREET BANK AND TRUST COMPANY
/s/ Xxxxxxxx Xxxxxxx
By: ________________________________
Name: Xxxxxxxx X. Xxxxxxx
--------------------------------
Title: Senior Vice President
--------------------------------
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ADMINISTRATION AGREEMENT
SCHEDULE A
Listing of Investment Funds and Authorized Shares
Investment Fund Authorized Shares
Holland Balanced Fund 1,000,000,000
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ADMINISTRATION AGREEMENT
SCHEDULE B
Notice Filing with
State Securities Administrators
At the specific direction of the Company, the Administrator will prepare
required documentation and make Notice Filings in accordance with the securities
laws of each jurisdiction in which Company shares are to be offered or sold
pursuant to instructions given to the Administrator by the Company.
The Company shall be solely responsible for the determination (i) of those
jurisdictions in which Notice Filings are to be submitted and (ii) the number of
Company shares to be permitted to be sold in each such jurisdiction. In the
event that the Administrator becomes aware of (a) the sale of Company shares in
a jurisdiction in which no Notice Filing has been made or (b) the sale of
Company shares in excess of the number of Company shares permitted to be sold in
such jurisdiction, the Administrator shall report such information to the
Company, and it shall be the Company's responsibility to determine appropriate
corrective action and instruct the Administrator with respect thereto.
The Blue Sky services shall consist of the following:
1. Filing of Company's Initial Notice Filings, as directed by the
Company;
2. Filing of Company's renewals and amendments as required;
3. Filing of amendments to the Company's registration statement where
required;
4. Filing Company sales reports where required;
5. Payment at the expense of the Company of all Company Notice Filing
fees;
6. Filing the Prospectuses and Statements of Additional Information and
any amendments or supplements thereto where required;
7. Filing of annual reports and proxy statements where required; and
8. The performance of such additional services as the Administrator and
the Company may agree upon in writing.
Unless otherwise specified in writing by the Administrator, Blue Sky services by
the Administrator shall not include determining the availability of exemptions
under a jurisdiction's blue sky law. Any such determination shall be made by the
Company or its legal counsel. In connection with the services described herein,
the Company shall issue in favor of the Administrator a power of attorney to
submit Notice Filings on behalf of the Company, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.
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EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of __________________, 1999 that the Holland
Series Fund, Inc. with principal offices at __________________ (the "Company")
makes, constitutes, and appoints STATE STREET BANK AND TRUST COMPANY (the
"Administrator") with principal offices at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx its lawful attorney-in-fact for it to do as if it were itself
acting, the following:
1. REGISTRATION OF TRUST SHARES. The power to register shares of the Company
in each jurisdiction in which Company shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and file
any and all Company applications (including, without limitation,
applications to register shares), consents (including consents to service
of process), reports (including without limitation, all periodic reports),
claims for exemption, or other documents and instruments now or hereafter
required or appropriate in the judgment of the Administrator in connection
with the registration of Company shares.
2. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney, individuals
holding the titles of Officer, Blue Sky Manager, or Senior Blue Sky
Administrator at the Administrator shall have authority to act on behalf of
the Company with respect to item 1 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Administrator of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Administrator as or otherwise authorize the Administrator to
act as an officer, director or employee of the Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
HOLLAND SERIES FUND, INC.
By:__________________
Name:________________
Title:_______________
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State Street Legal Entity
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Holland Series Fund, Inc.
Holland Balanced Fund
U.S. Custody, Accounting and Full Administration Fee Schedule
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Custody and Fund Accounting: Maintain custody of fund assets. Settle portfolio
purchases and sales. Report buy and sell fails. Determine and collect portfolio
income. Make cash disbursements and report cash transactions in local and base
currency. Withhold foreign taxes. File foreign tax reclaims. Monitor corporate
actions. Report portfolio positions. Maintain investment ledgers, provide
selected general ledger reports, provide selected portfolio transactions,
position and income reports. Maintain general ledger and capital stock
accounts. Prepare daily trial balance. Calculate net asset value daily.
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Asset Fee
Fund Net Assets Annual Fees Per Portfolio*
--------------- --------------------------
First $100 Million 4.0 BP
Next $100 Million 3.0 BP
Excess 2.0 BP
Feeders, each/month $1,000
-------------------
Classes, each additional/month $1,000
------------------------------
Transaction Fee
Each
----
SSB repos/Euros $ 7
Book Entry $12
All other $25
FX 3/rd/ Party $50
Valuation Fee
Source: Monthly Quote Charge
------- --------------------------
Municipal Bonds via Xxxxx/S&P or Xxxxxx Data $16
Corporate, Municipal, Convertible, Government Bonds
And Adjustable Rate Preferred Stocks via IDSI $13
Government, Corporate Bonds via Xxxxx/S&P or Xxxxxx $11
Government, Corporate and Convertible Bonds via Xxxxxxx
Xxxxx $11
Foreign Bonds via Extel $10
Options, Futures and Private Placements $ 6
Listed Equities (including international) and OTC Equities $ 6
For billing purposes, the monthly quote charge will be based on the number of
positions in each portfolio at month end.
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Administration: Full administration services include legal and board support,
treasurer's office support, financial reporting, compliance, tax reporting, and
blue sky compliance support.
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Fund Net Assets Annual Fees Per Portfolio
--------------- -------------------------
First $100 Xxxxxxx 00 XX
Next $100 Million 8 BP
Excess 6 BP
Monthly Minimum $7,000 (1)
---------------
(1) Monthly minimum is reduced to $5,000
in year 1
Feeders, each/month $2,000
-------------------
Classes, each additional/month $1,000
------------------------------
First $100 Million 4.0 BP
Next $100 Million 3.0 BP
Excess 2.0 BP
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Special Services:
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Fees for activities of a non-recurring nature such as fund consolidations or
reorganizations, extraordinary security shipments and the preparation of
special reports will be subject to negotiation. These services include, but
are not limited to, the following: fees for fund administration activities,
self directed securities lending, linkages/feeds with third party lending
agents, development of customized reports, financial reporting, and access to
State Street systems.
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Out-of-Pocket Expenses:
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A billing for the recovery of applicable out-of-pocket expenses will be made
as of the end of each month. Out-of-pocket expenses include, but are not
limited to the following:
. Communication costs (telephone, lease . Third-party internal control
lines, etc.) review letter
. Wire charges ($5.25 in and $5 out) . Subcustodian out-of-pocket charges (market
. Postage and insurance fees, registration fees, stamp duties, etc.)
. Courier service . SWIFT charges
. Duplicating . 17f-5 review
. Non-recurring legal fees . Travel and lodging for Board meetings
if attendance is required
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Payment:
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The above fees will be charged monthly against the fund's custodian checking
account five (5) days after the invoice is mailed to the fund's offices. This
fee schedule is effective upon commencement of operations.
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FUND NAME STATE STREET LEGAL ENTITY
By: __________________________ By: ________________________
Title: __________________________ Title: ________________________
Date: __________________________ Date: ________________________
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