Exhibit h(2)
ADMINISTRATION AGREEMENT
AGREEMENT made as of October 2, 2000 by and between TT International
U.S.A. Master Trust, a trust organized under the laws of the Commonwealth of
Massachusetts (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 hereto; and
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 act as
Administrator of the Fund on the terms set forth in this Agreement. The Bank
accepts such appointment and agrees to render the services herein set forth for
the compensation herein provided.
2. Delivery of Documents. The Fund has furnished the Bank with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Directors authorizing the
appointment of the Bank to provide certain administrative services to the Fund
and approving this Agreement;
(b) The Fund's declaration of trust filed with the Commonwealth
of Massachusetts on [date] 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 other 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, as applicable, and all amendments thereto; and
(f) The Fund's most recent prospectus and statement of
additional information, if any (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 Administrator. Subject to the supervision and direction of
the Board of Directors of the Fund, the Bank, as Administrator, will assist in
conducting various aspects of the Fund's administrative operations and
undertakes to perform the services described in Appendix B hereto. The Bank
may, from time to time, perform additional duties and functions which shall be
set forth in an amendment to such Appendix B executed by both parties. At such
time, the fee schedule included in Appendix C hereto shall be appropriately
amended.
In performing all services under this Agreement, the Bank shall
act in conformity with the Fund's Articles 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.
(a) The Fund is solely responsible (through its transfer agent
or otherwise) for (i) providing timely and accurate reports ("Daily Sales
Reports") which will enable the Bank as Administrator to monitor the total
number of shares sold in each state on a daily basis and (ii) identifying any
exempt transactions ("Exempt Transactions") which are to be excluded from the
Daily Sales Reports.
(b) The Fund agrees to make its legal counsel available to the
Bank for instruction with respect to any matter of law arising in connection
with the Bank's duties hereunder, and the Fund further agrees that the Bank
shall be entitled to rely on such instruction without further investigation on
the part of the Bank.
5. Fees and Expenses.
(a) For the services 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 C
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.
(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 gross 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 (unless such inaccurate Daily
Sales Report was prepared in a grossly negligent manner by the Bank in its role
as Transfer Agent) 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 (except as a
result of any grossly negligent failure by the Bank to perform its duties in
relation to compliance with any state securities laws or regulations), or (z)
any stop order or other determination or ruling by any federal or state agency
with respect to the offer or sale of such securities; or (iii) resulting from
the performance of the Bank under this Agreement and not resulting from the
willful misfeasance, bad faith or gross 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) Neither party shall be liable to the other for any loss,
damage, liability, action, suit, claim, cost or expense arising from any acts
of God, earthquakes, fires, floods, storms or other disturbances of nature,
epidemics, strikes, riots, nationalization, expropriation, currency
restrictions, acts of war, civil war or terrorism, insurrection, nuclear
fusion, fission or radiation, the interruption, loss or malfunction of
utilities or transportation or the unavailability of energy sources or other
similar happenings or events that can not be controlled or contained by such
party.
(d) Notwithstanding anything to the contrary in this Agreement,
in no event shall either party be liable to the other or to any third party for
lost profits or lost revenues or any special, consequential, punitive or
incidental damages of any kind whatsoever in connection with this Agreement or
any activities hereunder.
(e) In order that the indemnification provisions contained in
this Article 6 shall apply, upon the assertion of a claim for which a party may
be required to indemnify the other, the party seeking the indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
seeking indemnification shall give the indemnifying party full and complete
authority, information and assistance to defend such claim or proceeding, and
the indemnifying party shall have, at its option, sole control of the defense
of such claim or proceeding and all negotiations for its compromise or
settlement. The party seeking indemnification shall in no case confess any
claim or make any compromise in any case in which the other party may be
required to indemnify it except with the other party's prior written consent,
which consent shall not be unreasonably withheld.
7. Termination of Agreement.
(a) The term of this Agreement shall be three years 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 three-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 ninety days prior to the expiration of
the Initial Term or any Renewal Term, as the case may be.
Either party hereto may terminate this Agreement prior to the
expiration of the Initial Term or any Renewal Term in the event the other party
violates any material provision of this Agreement, provided that the violating
party does not cure such violation within ninety days of receipt of written
notice from the non-violating party of such violation.
If a majority of the Board of the Fund reasonably determines
that the performance of the Bank under this Agreement has been unsatisfactory,
written notice (the "Notice") of such determination setting forth the reasons
for such determination shall be provided to the Bank. In the event the Bank
shall not, within thirty (30) days thereafter, cure identified deficiencies to
the reasonable satisfaction of the Board, the Fund, with the authorization of
the Board, may terminate this Agreement upon an additional 30 days' notice.
(b) At any time after the termination of this Agreement, the
Fund may, upon written request, have reasonable access to the records of the
Bank relating to its performance of its duties as Administrator.
8. Miscellaneous.
(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:
TT International Investment Management
Xxxxxx Xxxxx, Xxxxxx Xxxx
Xxxxxx, Xxxxxxx XX0X 0XX
Attention: Head of Compliance and Legal
With a copy to:
Xxxxxxx Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxx
To the Bank:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxxxxxxx Xxxxx, Director, Client Management
With a copy to: Xxxx X. Xxxxx, General Counsel
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other party.
(c) This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts, without regard to its conflict of
laws provisions.
(d) This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
9. Confidentiality. All books, records, information and data 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. Nothing herein shall prevent the Fund from
disclosing any information contained in the Fund's records as provided by the
Bank hereunder.
10. Use of Name. Neither party hereto shall use the name of the other
party or any of its affiliates in any prospectus, sales literature or other
material relating to such party in a manner not approved by the other party
prior thereto in writing; provided however, that approval shall not be required
for any use of a party's name which merely refers in accurate and factual terms
to the appointment of the Bank 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 event shall such approval be unreasonably withheld or delayed.
11. Limitation of Liability. This Agreement is executed and made by the
Trustees of the Fund not individually but as Trustees under the Fund's
Declaration of Trust and the obligations of this Agreement are not binding upon
any of the Trustees or shareholders of the Fund individually but bind only the
trust estate of the Fund. The Bank agrees that the obligations assumed by the
Fund hereunder shall be limited in all cases to the assets of the Fund and that
the Bank 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
agreement entered into between the Bank 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, the Bank shall look for payment or
satisfaction of such obligation solely to the assets of the Portfolio to which
such obligation relates as though the Bank had separately contracted with the
Fund by separate written instrument with respect to each Portfolio.
13. Existence and Authority Representation. Each party represents and
warrants as follows: (i) such party was duly organized, and legally exists,
under the laws of the jurisdiction in which it was formed; (ii) such party has
full power and authority to enter into, and to perform and observe the terms
and conditions of, this Agreement; (iii) such party has duly executed and
delivered this Agreement; (iv) this Agreement is the valid and binding
obligation of such party enforceable according to its terms, subject to
standard exceptions relating to equitable remedies and laws of bankruptcy and
insolvency; (v) the execution, delivery, and performance of this Agreement by
such party will not violate or conflict with, or result in a default under, any
other agreement or contract to which such party is a party or to which its
assets are subject; and (vi) such party is not required to make any
governmental filings, or to obtain any governmental or other third party
consents or approvals, as a condition to entering into, or performing and
observing the terms of, this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
TT INTERNATIONAL U.S.A. MASTER TRUST
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: Trustee, President
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Director
Appendices
Appendix A........................................Portfolios
Appendix B........................................Services
Appendix C........................................Fee Schedule
Appendix A
PORTFOLIOS
TT EAFE Portfolio
TT Europe Portfolio
INVESTORS BANK & TRUST
SUMMARY OF ADMINISTRATION FUNCTIONS
TT INTERNATIONAL MASTER AND FEEDER
SUGGESTED FUND AUDITOR
INVESTORS BANK & TRUST TT INTERNATIONAL OR COUNSEL
------------------------------------ --------------------------------- ---------------------------- -------------------------
Management Reporting
& Treasury Administration
------------------------------------
Monitor portfolio compliance in Perform tests of certain Continuously monitor A/C - Provide
accordance with the current specific portfolio activity portfolio activity and Fund consultation as needed on
Prospectus and SAI. designed from provisions of the operations in conjunction compliance issues.
Fund's Prospectus and SAI in with 1940 Act, Prospectus,
accordance with the compliance SAI and any other applicable
schedule for the Fund. laws and regulations.
Follow-up on potential Monitor testing results and
FREQUENCY: DAILY violations. [M/F: Applied at approve resolution of
Master level for purposes of compliance issues.
ease of calculation.]
Provide compliance summary package. Provide a daily report of Review report. A/C - Provide
compliance testing results to TT consultation as needed.
FREQUENCY: MONTHLY International (including
information on diversification
testing for SEC purposes.)
[M/F: Applied at same levels as
testing is performed.]
Perform asset diversification Perform asset diversification Continuously monitor A - Provide consultation
testing to establish qualification tests at each tax quarter end. portfolio activity in as needed in establishing
as a RIC. Follow-up on issues. IBT will conjunction with IRS positions to be taken in
forward to TT International and requirements. Review test tax treatment of
PWC the quarterly calculation by results and take any particular issues. Review
8th business day following each necessary action. Approve quarter end tests on a
FREQUENCY: QUARTERLY quarter end. [M/F: Applied at tax positions taken. current basis.
Master level for purposes of
ease of calculation.]
------------------------------------
Management Reporting
& Treasury Administration (CONT.)
------------------------------------
Perform qualifying income testing to Perform qualifying income Continuously monitor A- Consult as needed on
establish qualification as a RIC. testing (on book basis income, portfolio activity in tax accounting positions
unless material differences are conjunction with IRS to be taken. Review in
anticipated) on quarterly basis requirements. Review test conjunction with year-end
and as may otherwise be results and take any audit.
FREQUENCY: QUARTERLY necessary. IBT will forward necessary action. Approve
the quarterly calculation to TT tax positions taken.
International and PWC by 8th
business day. Follow-up on
issues. [M/F: Applied at Feeder
level.]
Prepare the Fund's annual expense Prepare preliminary expense Provide asset level
budget. Establish daily accruals. budget. Notify fund accounting projections. Approve
of new accrual rates. [M/F: expense budget, subject to
FREQUENCY: ANNUALLY Applied at all levels.] Trustee approval.
Monitor the Fund's expense budget. Monitor actual expenses updating Provide asset level C/A - Provide
budgets/ expense accruals. IBT projections quarterly. consultation as
in consultation with TT will Provide vendor information requested.
adjust more often if necessary. as necessary. Review
[M/F: Applied at all levels] expense analysis and approve
FREQUENCY: QUARTERLY & MONTHLY AS budget revisions.
NECESSARY
Receive and coordinate payment of Propose allocations of invoice Approve invoices and
fund expenses. among Funds and obtain allocations of payments. TT
authorized approval to process will instruct Vendors to
FREQUENCY: AS OFTEN AS NECESSARY payment. [M/F: Applied at all send invoices to both TT and
levels.] IBT.
------------------------------------
Management Reporting
& Treasury Administration (CONT.)
------------------------------------
Calculate periodic dividend rates to Calculate amounts available for TT will review and concur C - Review dividend
be declared in accordance with distribution in accordance with with proposed calculations resolutions in
management guidelines. the dividend policy established in accordance with the conjunction with Board
by the Trustees. Coordinate dividend policy established approval.
review by management and/or by the Trustees.
auditors. Notify custodian and A - Review and concur
transfer agent of authorized with proposed
FREQUENCY: ACCORDING TO DIVIDEND dividend rates in accordance distributions in
POLICY with Board approved policy. accordance with the
Report dividends to Board as dividend policy
required. [M/F: Applied at established by the
Feeder level.] Trustees.
Calculate total return information Provide total return Review total return A - To test annual total
on Funds as defined in the current calculations. [M/F: Applied at information. return information in
Prospectus and SAI. Feeder level.] financial highlights as
part of year-end audit.
FREQUENCY: MONTHLY
Prepare responses to major industry Prepare, coordinate as Identify the services to
questionnaires. necessary, and submit responses which the Funds report.
to the appropriate agency. Provide information as
FREQUENCY: AS OFTEN AS NECESSARY [M/F: Applied at Feeder level.] requested.
Prepare disinterested Summarize amounts paid to Provide social security
director/trustee Form 1099-Misc. directors/trustees during the numbers and current mailing
calendar year. Prepare and mail address for trustees.
Form 1099-Misc. [M/F: Applied Review and approve
FREQUENCY: ANNUALLY at Master and Feeder levels.] information provided for
Form 1099-Misc.
------------------------------------
FINANCIAL REPORTING
------------------------------------
Prepare financial information for Prepare selected portfolio and Review financial
presentation to Fund Management and financial information for information.
Board of Directors. inclusion in board material.
[M/F: Applied at Master and
FREQUENCY: QUARTERLY Feeder levels.]
Coordinate the annual audit and Coordinate the creation of Provide past financial A - Perform audit and
semi-annual preparation and printing templates reflecting statements and other issue opinion on annual
of financial statements and notes client-selected standardized information required to financial statements.
with management, fund accounting and appearance and text of financial create templates, including
the fund auditors. statements and footnotes. Draft report style and graphics. A/C - Review reports.
and manage production cycle. Approve format and text as
Coordinate with IBT fund standard. Approve
accounting the electronic production cycle and assist
receipt of portfolio and general in managing to the cycle.
ledger information. Assist in Coordinate review and
resolution of accounting approval by portfolio
issues. Using templates, draft managers of portfolio
financial statements, coordinate listings to be included in
auditor and management review, financial statements.
and clear comments. Coordinate Prepare appropriate
printing of reports and XXXXX management letter and
conversion with outside printer coordinate production of
and filing with the SEC via Management Discussion and
FREQUENCY: ANNUALLY/SEMI-ANNUALLY XXXXX. [M/F: Applied at Master Analysis. Review and
and Feeder levels.] approve entire report. Make
appropriate representations
in conjunction with audit.
-----------------------------------
LEGAL
-----------------------------------
Prepare agenda and board materials Maintain annual calendar of Review and approve board C - Review agenda,
for quarterly board meetings. required quarterly and annual materials and board and resolutions, board
approvals. Prepare agenda, committee meeting minutes. material and board and
resolutions and other board committee meeting
materials for quarterly board minutes. Ensure BOD
meetings and any Trustee material contains all
Committee meetings. Prepare required information that
supporting information and the BOD must review
materials when necessary. and/or approve to perform
Assemble, check and distribute their duties as directors.
books in advance of meeting. A - Provide reports to
FREQUENCY: QUARTERLY Attend board and committee the Trustees Committee
meetings and prepare minutes. regarding audits.
[M/F: Applied at Master and
Feeder levels.]
Prepare and file Form N-SAR. Prepare form for filing. Obtain Provide appropriate C - Review initial filing.
any necessary supporting responses. Review and A - Provide annual audit
documents. File with SEC via authorize filing. internal control letter
XXXXX. [M/F: Applied at Master to accompany the annual
and Feeder levels.] filing.
FREQUENCY: SEMI-ANNUALLY
Prepare amendments to Registration Prepare and coordinate the Review and approve. C - Review and approve
Statement. filing of post-effective filings.
amendments. Coordinate with A/C - Provide consents as
FREQUENCY: ANNUAL UPDATE (INCLUDES outside printers the Xxxxx appropriate.
UPDATING FINANCIAL HIGHLIGHTS, conversion, filing with the SEC A - Review and comment as
EXPENSE TABLES, RATIOS) PLUS ONE and printing of prospectus. needed.
ADDITIONAL FILING PER FISCAL YEAR [M/F: Applied at Master and
Feeder levels.]
Prepare Prospectus/SAI supplements. Prepare Prospectus and SAI Review and approve. C - Review and approve
supplements. File with the SEC filings.
via Xxxxx. Coordinate printing A/C - Provide consents as
of supplements. appropriate.
[M/F: Applied at Master and A - Review and comment as
FREQUENCY: AS OFTEN AS REQUIRED Feeder levels.] needed.
-----------------------------------
LEGAL (CONT.)
-----------------------------------
Preparation and filing of 24f-2 Accumulate capital stock Review and approve filing. C - Review initial form
Notice. information and draft Form (Based on information to be of 24f-2 Notice.
24f-2. Notice. File approved provided by transfer agent.)
Form with SEC via Xxxxx. A - Review informally
[M/F: Applied at Feeder level.] when requested
FREQUENCY: ANNUALLY
Proxy Material/Shareholder Meetings Prepare drafts of proxy material Review and approve proxy. C - Review and approve
for review, file materials or proxy.
coordinate filing with SEC and
coordinate printing. Provide A - Review and approve
names of recommended proxy proxy as needed.
solicitation firms. Assist
proxy solicitation firm with
FREQUENCY: AS NEEDED any legal related issues and
prepare scripts. Attend meeting
and prepare minutes.
[M/F: Applied at Master and
Feeder levels.]
Assist in updating of fidelity bond Make annual filing of fidelity Obtain required fidelity
insurance coverage. bond insurance material with the bond insurance coverage.
SEC. [M/F: Applied at Master Monitor level of fidelity
and Feeder levels.] bond insurance maintained
FREQUENCY: ANNUALLY in accordance with required
coverage.
Respond to regulatory audits. Compile and provide Coordinate with regulatory C - Provide consultation
documentation pursuant to audit auditors to provide as needed.
requests. Assist client in requested documentation and
resolution of audit inquiries. resolutions to inquiries.
FREQUENCY: AS NEEDED (AT LEAST [M/F: Applied at Master and
ANNUALLY) Feeder levels.]
----------------------------------
LEGAL (CONT.)
----------------------------------
Maintain principal office and Maintain principal office of the
provide officers. Master and Feeder and keep
documents prepared by the IBT
mfa - legal dep't. in connection
with its duties herein on behalf
FREQUENCY: AS NEEDED of the Master and Feeder and
other legal records prepared by
persons (other than at IBT) and
forwarded to Xx. Xxxxxxxxx or
Xxxxx Xxxxxxx or a person
designated by IBT to receive
such records (except records
prepared or maintained by TT
International in its capacity as
investment manager of the Funds)
address correspondence for the
Funds delivered to their
principal office, forward
forthwith to TT and Counsel any
legal process or regulatory
communications delivered to the
Funds at their principal office,
and provide assistant
secretaries and assistant
treasurers upon request.
[M/F: Applied at Master and
Feeder levels.]
----------------------------------
BLUE SKY
----------------------------------
Maintain effective Blue Sky Maintain records of fund sales Identify states in which C - Provide consultation
notification filings for states in for client designated states via filings are to be made. as needed on Blue Sky
which Fund Management intends to Blue2 compliance system. File issues.
solicit sales of fund shares. annual notification renewal Upon notice from IBT that
documents and annual sales sales in a particular state C - Provide consultation
reports. exceed the dollar amount on product and
Notify TT International if sales registered in the state, institutional exemptions.
are at 80% or more of the dollar identify exempt transactions
amount registered in a to transfer agent for
particular state. appropriate exclusion from
File amendments to increase blue sky reporting.
dollar amounts authorized for
sales by funds, based upon
client instruction.
File notifications to states for
new funds and/or classes,
mergers and liquidations.
Provide periodic reports on
FREQUENCY: ON-GOING state authorization amounts and
sales amounts. Determine state
filing requirements by using CCH
Blue Sky Law Reporter, ICI
memoranda and state securities
commission directives (both
written and oral). [M/F:
Applied at Feeder level.]
File amendments to registration File updated registration Inform IBT of filings prior C - Provide consultation
statement with the applicable state statements, prospectuses, SAIs, to SEC filing if such filing as needed on Blue Sky
securities commissions in supplements thereto, and annual is not made by IBT. filing issues.
coordination with SEC filing. reports to shareholders upon
approval/authorization by
FREQUENCY: ANNUAL UPDATES (INCLUDES client. [M/F: Applied at Feeder
REGISTRATION STATEMENT, PROSPECTUS, level.]
SAI) PLUS ONE ADDITIONAL FILING PER
FISCAL YEAR
----------------------------------
TAX
----------------------------------
Calculate excise tax distributions Calculate required distributions Provide transaction A - Provide consultation
to avoid imposition of excise information as requested. as needed in establishing
tax. Identify Passive Foreign positions to be taken in
- Calculate capital gain net Investment Companies tax treatment of
income and foreign currency (PFICs). Approve tax particular issues.
gain/loss through October 31. accounting positions to be Review and concur with
- Calculate ordinary income taken. Review and approve proposed distributions
and distributions through a all income and distribution per share.
specified cut off date . calculations, including
- Project ordinary income projected income and
from cut off date to dividend shares. Approve
December 31. distribution rates per share
- Ascertain dividend shares. and aggregate amounts in
Identify book-tax accounting accordance with the
differences. Track required distribution policies
information relating to established by the Trustees.
accounting differences. [M/F:
Book-tax accounting differences
applied at both Master and
Feeder levels. Distribution
calculations applied at Feeder
level.]
Coordinate review by management
FREQUENCY: ANNUALLY and fund auditors. Notify
custody and transfer agent of
authorized dividend rates in
accordance with Board approved
policy. Report dividends to
Board as required.
Prepare tax returns Prepare excise and RIC tax Review and sign tax return. A - Review and sign tax
returns. return as preparer.
Prepare partnership return for
Master. Prepare excise and RIC
returns for Feeder. Prepare
partners' Schedules K-1.
FREQUENCY: ANNUALLY
----------------------------------
TAX (CONT.)
----------------------------------
Prepare Form 1099 Obtain yearly distribution Review and approve
information. Calculate 1099 information provided for
reclasses and coordinate with Form 1099.
transfer agent. [M/F: Applied
FREQUENCY: ANNUALLY at Feeder level.]
Prepare other year-end tax-related Obtain yearly income Review and approve
disclosures distribution information. information provided.
Calculatedisclosures (i.e.,
dividend received deductions,
foreign tax credits, tax-exempt
FREQUENCY: ANNUALLY income, income by jurisdiction)
and coordinate with transfer
agent. [M/F: Applied at Feeder
level.]
Prepare income tax provisions. Calculate investment company Provide transaction A - Provide consultation
taxable income, net tax exempt information as requested. as needed in establishing
interest, net capital gain and Identify Passive Foreign positions to be taken in
spillback dividend requirements. Investment Companies tax treatment of
Identify book-tax accounting (PFICs). Approve tax particular issues.
differences. Track required accounting positions to be Perform review in
information relating to taken. Approve provisions. conjunction with the
accounting differences. [M/F: year-end audit.
Book-tax accounting differences
applied at both Master and
Feeder levels. Distribution
FREQUENCY: ANNUALLY calculations applied at Feeder
level.]
REVIEW AND APPROVAL
The attached Summary of Administration Functions has been reviewed and
represents the services currently being provided.
/s/ Xxxxxx X. Xxxxxx
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Signature of Account Manager/Date
/s/ Xxxxx Xxxxxxx 2/10/00
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Signature of Authorized Client Representative/ Date
Appendix C
FEE SCHEDULE
TT INTERNATIONAL
MASTER-FEEDER STRUCTURE
FEE SCHEDULE
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CUSTODY, FUND ACCOUNTING, DAILY CALCULATION OF N.A.V., ADMINISTRATION, &
INSTITUTIONAL TRANSFER AGENCY
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FEES AT THE MASTER LEVEL
A. CUSTODY & FUND ACCOUNTING
o The following basis point fee is based on Net Assets:
First $250 Million in Assets 4 BASIS POINTS
Next $250 Million in Assets 3 BASIS POINTS
Above $500 Million in Assets 2 BASIS POINTS
There will be an annual minimum of $50,000.
B. DOMESTIC CUSTODY TRANSACTIONS
o Transaction Fees:
DTC/Fed Book Entry $10.00
Physical Securities $35.00
Options and Futures $18.00
GNMA Securities $40.00
Principal Paydown $ 5.00
Third Party Foreign Exchange $18.00**
Outgoing Wires $ 7.00
Incoming Wires $ 5.00
**Investors Bank does not charge transaction charges for Foreign Exchanges
executed with Investors Bank's Treasury Department.
C. FOREIGN SUBCUSTODIAN FEES
o Incremental basis point and transaction fees will be charged for all
foreign assets for which we are custodian. The asset based fees and
transaction fees vary by country, based upon the attached global
custody fee schedule. Local duties, scrip fees, handling of proxies,
postage, delivery and legal fees and other market charges are
out-of-pocket.
o Investors Bank will require the portfolios to hold all assets at the
subcustodian of our choice.
o Fees for additional markets to be discussed with your client manager.
D. MUTUAL FUND ADMINISTRATION
o The following basis point fee is based on the assets of each
portfolio.
First $250 Million in Assets 6 BASIS POINTS
Next $250 Million in Assets 4 BASIS POINTS
Above $500 Million in Assets 3 BASIS POINTS
There will be an annual minimum of $60,000.
o There will be a one-time fee of $3,750 for start-up legal services
relating to the Organizational Board Meeting of the master.
FEES AT THE FEEDER LEVEL
FUND ACCOUNTING & CALCULATION OF N.A.V.
There will be a $16,000 charge per feeder.
B. MUTUAL FUND ADMINISTRATION
The following annual fees will apply per feeder:
Tax, Compliance & Financial Reporting $30,000*
LEGAL SERVICES (BOARD SUPPORT, REGISTRATIONS, $35,000**
24f-2, Annual Report Review, Fidelity Bond Filing)
There will be a one-time fee of $3,750 for start-up legal
services relating to the Organizational Board Meeting for a feeder.
Blue Sky $100 PER PERMIT
*Due to the limited nature of the Tax, Compliance and Financial
Reporting services that will be provided to the LKCM International
Fund, the annual fee will be $10,000 for that feeder.
**It is assumed that Investors Bank will not provide Legal
Services to the LKCM International Fund.
C. Institutional Transfer Agency
There will be an annual fee of $25,000 for Transfer Agency Services for
each feeder.
It is assumed Investors Bank will not provide Transfer Agency services
for the LKCM International Fund.
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OUT-OF-POCKET & BALANCE CREDITS
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A. OUT-Of-POCKET
o These charges consist of:
-Third Party Review -Pricing & Verification Services
-Legal Expenses -Customized Reporting
-Printing, Delivery, Postage, Fax -Data Transmissions
-Forms and Supplies -Performance Measurement
-Telecommunication -Printing of Annual Reports
-Financial statement report modification as to style, layout or
format (after initially agreed upon parameters).
-Microfiche
-Ad Hoc Reporting -Additional Mailings or Inserts
-Returned Checks -Tax Preparation (TA)
-Solicitation & Proxy Tabulation -Certificates and Rights Offerings
-Storage Charge -Copy fitting
-Extraordinary Travel Expenses -InvestView
-Customized Statements, Transmissions/Extracts
-Systems Development Costs
B. DOMESTIC BALANCE CREDIT
o We allow use of balance credit against fees (excluding out-of-pocket
charges) for balances arising out of the custody relationship. The
credit is based on collected balances reduced by balances required
to support the activity charges of the accounts. The monthly
earnings allowance is equal to 75% of the 90-day T-xxxx rate.
C. SYSTEMS
o The details of any systems work will be determined after a thorough
business analysis. Systems work will be billed on a time and
material basis. Investors Bank provides an allowance of 10 systems
hours for data extract set up and reporting extract set up.
Additional systems hours will be billed on a time and material basis.
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MISCELLANEOUS
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A. CASH MANAGEMENT
o The assumption was made that Investors Bank would perform cash
management for the portfolio. Investors Bank does not charge fees
for transactions relating to this service.
** The above fees will be charged against the funds' checking account on the
last day of each month. All fees are to be billed monthly.
** This fee schedule is confidential information of the parties and shall not
be disclosed to any third party without prior written consent of both
parties.
** A letter of intent accompanied by a $10,000 deposit to be credited against
future fees is required to begin this implementation. This fee schedule is
valid for 60 days from date of issue and assumes the execution of our
standard contractual agreements for a minimum of three years. This fee
estimate may change as further information becomes available.
Accepted and Approved By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Trustee, President
Date: October 2, 2000
