AMENDMENT TO THE
AMENDMENT TO THE
THIS AMENDMENT made as of February 20, 2019 (“Amendment”) to that certain Services Agreement dated as of January 1, 2018 (“Agreement”),
by and between Allianz Variable Insurance Products Fund of Funds Trust (“Client”) and Citi Fund Services Ohio, Inc. (“Service Provider” and, with the Client, referred to herein individually as “Party” and collectively as “Parties”). All capitalized
terms used but not defined herein shall have the meaning given to them in the Agreement.
WHEREAS, the Service Provider performs certain administrative and accounting services
for the Client pursuant to the Agreement; and
WHEREAS, the Parties now wish to amend the Agreement pursuant to this Amendment to
account for providing services related to the implementation of the Securities and Exchange Commission’s (“SEC”) rule regarding liquidity risk
management; and
WHEREAS, the Parties also wish to amend the Agreement pursuant to this Amendment in
order to update certain security pricing and other miscellaneous fees.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the Parties hereby agree as follows:
1. Amendment to Schedule 2 – Services.
Schedule 2 of the Agreement is hereby deleted and replaced with the Schedule 2 attached
hereto.
2. Amendment to Exhibit A – Fee Letter.
Exhibit A of the Agreement is hereby deleted and replaced with the Exhibit A attached
hereto.
3. Amendment to Attachment 1 to Fee Letter – Fee Schedule.
Attachment 1 to the Fee Letter of the Agreement is hereby deleted and replaced with the Attachment 1 to Fee Letter attached hereto.
4. Representations and Warranties.
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(a)
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Each Party represents and warrants to the other that it has full power and
authority to enter into and perform this Amendment, that this Amendment has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
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(b)
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The Client represents that it has provided this Amendment to the Board.
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5. Miscellaneous.
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(a)
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This Amendment supplements and amends the Agreement. The provisions set
forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that
directly cover or indirectly bear upon matters covered under this Amendment.
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(b)
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Each reference to the Agreement in the Agreement and in every other
agreement, contract or instrument to which the Parties are bound, shall hereafter be construed as a reference to the Agreement as separately amended by this Amendment. Except as provided in this Amendment, the provisions of the
Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto.
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(c)
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Paragraph headings in this Amendment are included for convenience only and
are not to be used to construe or interpret this Amendment.
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(d)
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This Amendment may be executed in counterparts, each of which shall be an
original but all of which, taken together, shall constitute one and the same agreement.
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* * * * *
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed
all as of the day and year first above written.
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ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
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By:
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/s/ Xxxxx Xxxxxx
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Name:
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Xxxxx Xxxxxx
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Title:
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President
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Date:
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02/22/2019
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CITI FUND SERVICES OHIO, INC.
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By:
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/s/ Xxx Xxxxxx
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Name:
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Xxx Xxxxxx
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Title:
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President
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Date:
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02/26/2019 |
Schedule 2 to Services Agreement – Services
Appendix A – Fund Administration Services
Service Provider shall provide the Services listed on this
Schedule 2 to the Client and any series thereof listed on Schedule 5 (each, a "Fund"), subject to the terms and conditions of the Agreement (including the Schedules).
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I.
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Services
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1.
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Registration
Statements, Financial Statements, Proxy Statements and other SEC Filings:
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(a)
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For each Fund, prepare for review and approval of the Client drafts of (i) the annual report
to Shareholders and (ii) the semi-annual report. Subject to review and approval by the Client, file the final versions thereof on Form N-CSR with the SEC.
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(b)
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Prepare and file the Fund's Form N-CEN annually.
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(c)
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Assist with the layout and printing of prospectuses and the Funds' semi-annual and annual
reports to Shareholders.
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(d)
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Prepare and file holdings reports on Form N-Q with the SEC, as required at the end of the
first and third fiscal quarters of each year, effective through the period ending March 31, 2019
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(e)
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Prepare and file holdings reports on Form N-PORT with the SEC, as required at the end of each
month, effective for the period beginning June 1, 2018.
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(f)
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File fidelity bonds and any applicable, related notices with the SEC.
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2.
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Certain Operational
Matters
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(a)
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Calculate contractual Fund expenses and make disbursen1ents for the Funds, including trustee
and vendor fees and compensation and annual reporting of such on IRS Forms 1099-MISC and 1096, as applicable. Disbursements shall be subject to review and approval of an Authorized Person and shall be made only out of the assets of the
applicable Fund.
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(b)
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Prepare an annual projection of the Funds' non-asset based expense accruals prior to the
beginning of each fiscal year of each Fund and monitor actual and accrued expenses.
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(c)
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Compute, as appropriate, each Funds’ dividend payables and dividend factors.
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(d)
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Assist the Funds’ transfer agent with respect to the payment of dividends and other
distributions to Shareholders.
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(e)
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At the request of, and subject to the review and approval by the Client and Fund Counsel,
prepare drafts of fund-related plans, policies and procedures or amendment thereto for existing Funds.
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(f)
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Calculate performance data of the Funds for dissemination to (i) the Client, including the
Board, (ii) up to fifteen (15) information services covering the investment company industry and (iii) other parties, as requested by the Client and agreed to by Service Provider.
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(g)
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Assist the Client in developing appropriate portfolio compliance procedures for each
Fund to monitor compliance with the 1940 Act and other relevant regulations, and provide compliance monitoring services with respect to such procedures as reasonably requested by the Client, provided that such compliance must be
determinable by reference to the Fund 's accounting records.
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(h)
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Assist the Client with portfolio compliance monitoring in accordance with Rule 22e-4(b)
including:
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(i)
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daily liquidity classifications of portfolio securities held by the Fund;
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(ii)
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daily monitoring of compliance with the Fund’s established Highly Liquid
Investment Minimum (HLIM);
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(iii)
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daily monitoring of compliance with the Fund’s 15% illiquid holdings maximum;
and
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(iv)
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monthly liquidity classification of portfolio securities on Form N-PORT
effective June 1, 2019.
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(i)
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Monitor and advise the client and the Funds on their regulated investment company status under
the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
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(j)
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Assist the Client and Fund Counsel in responding to routine regulatory examinations or
investigations.
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(k)
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Monitor wash sales annually.
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(l)
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Prepare informational schedules for use by the Client's auditors in connection with such
auditor's preparation of the Client’s tax returns.
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(m)
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Coordinate with independent auditors concerning the Client's regular annual audit.
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(n)
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Upon the Client’s request, the Service Provider will assist the Client with the following:
(a) semi-annual reviews of financial reports, (b) revisions to policies, procedures and code of ethics, (c) preparation of responses for regulatory examinations and inquiries, and (d) layout of print of prospectuses and semi-annual and
annual reports to Shareholders.
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(o)
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Provide support for the Annual Prospectus Update, including, but not limited to, providing the
required financial information for the filings.
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(p)
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Provide support for new fund development and filings, including pro forma expense projects as
well as any financial information for the initial registration statement filing.
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(q)
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Perform comparative analysis of Client Fund audit expenses incurred to audit expenses incurred
by similar 3rd party fund products as reasonably requested by the Client including the Board.
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3.
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Compliance
Services
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(a)
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The parties mutually agree to coordinate and cooperate in connection with the
ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Client
(the “Board”) to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the
“Fund Compliance Program”).
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(b)
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The Client agrees to provide Citi with copies of its current compliance
policies and procedures and furnish (and cause its investment advisers and other service providers to furnish) all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall
include compliance and related information pertaining to the investment adviser and any other service providers to the Client other than Citi. Citi shall maintain the creation of a written document or documents designed to embody the
overall Fund Compliance Program and the oversight of the compliance programs of the service providers to the Client as provided in Rule 38a-1 (“38a-1 Service Providers”). Upon approval by the Board, the Funds’ compliance policies and
procedures and the compliance policies and procedures of its 38a-1 Service Providers shall constitute the Fund Compliance Program. Citi will provide the following services in relation to the Fund
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(i)
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Assist the Client with the maintenance of written compliance policies and
procedures (the "Fund Compliance Program") which, in the aggregate, shall be deemed by the Client's Board to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the
Client (the "Applicable Securities Laws"), as required under Rule 38a-1 under the 1940 Act.
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(ii)
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Assist the Client's Chief Compliance Officer (the "CCO") in the preparation and
evaluation of the results of annual reviews of the compliance policies and procedures of the service providers to the Client as provided in Rule 38a-1 ("Service Providers").
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(iii)
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Provide support services to the CCO, including support for conducting an annual
review of the Fund Compliance Program.
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(iv)
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Assist the CCO in developing standards for reports to the Board by Service
Provider and other service providers to the Client.
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(v)
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Assist the CCO in developing standards for reports to the Board by the CCO.
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(vi)
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Assist the CCO in preparing or providing documentation for the Board to make
findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of service providers.
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(vii)
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Perform risk-based testing and reporting of the compliance
policies and procedures of each service (other than the Compliance Services) provided to the Client by Service Provider pursuant to this Agreement, taking into account reasonable requests from the CCO to the extent practicable.
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(viii)
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Provide copies of any compliance policies and procedures
and any amendments thereto relating to Service Provider as the Client or the CCO may reasonably request in connection with the Fund Compliance Program.
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(ix)
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Provide information reasonably requested by the CCO or the Board in connection
with the Board's determination regarding the adequacy and effectiveness of the compliance policies and procedures of Service Provider.
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4.
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Money
Market Fund Reporting
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With respect to each Fund regulated as a money market fund pursuant to Rule 2a-7 of
the 1940 Act (a "Money Market Fund"), Service Provider shall:
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(a)
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Provide the Client's schedules of investments for monthly posting on the Fund's website.
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(b)
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Prepare and file the Client's portfolio holdings and coordinate the compilation of other data
with the Client's investment adviser for monthly filing with the SEC on Form N-MFP.
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(c)
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Provide the Fund’s portfolio holdings to the Client’s investment adviser for monthly filing
with the SEC on Form N-MFP.
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5.
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Performance
Reporting Services
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From time to time, upon request of the Client, provide performance
reporting services ("Performance Reporting Services") consisting of one or more of the following:
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(a)
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Creation of templates for the management’s Discussion of Fund Performance
(“MDFP”) section of the annual or semi-annual report;
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(b)
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Creation of templates for, and typesetting of, the annual and semi-annual
reports, including the financial statements;
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(c)
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Population of the templates with data obtained from third parties, and
coordination with third parties responsible for the review of the MDFP; and
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(d)
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Coordination with the print vendor for final printing of the annual and
semi-annual reports; and
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(e)
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Creation of templates, and preparation of reports to the Client's Board.
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II. Notes and Conditions Related to Fund Administration Services
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With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into
an XXXXX format prior to filing, as well as all associated filing and other fees and expenses.
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If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a
sub-certification pertaining to Service Provider's services consistent with the requirements of the Xxxxxxxx-Xxxxx Act of 2002.
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Schedule 2 to Services Agreement – Services
Appendix B – Fund Accounting Services
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I.
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Services
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1.
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Record Maintenance
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Citi will keep and maintain the books
and records of each Fund required under Rule 31a-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”), including:
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(a)
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Journals containing an itemized daily record in detail of all purchases and sales of
securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule;
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(b)
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General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and
expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of the Rule.
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(c)
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Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule.
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(d)
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A monthly trial balance of all ledger accounts (except shareholder accounts) as required by
subsection (b)(8) of the Rule.
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2.
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Accounting Services
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In addition to the maintenance of the books and records specified above, Citi
shall perform the following accounting services daily for each Fund:
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(a)
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Allocate income and expense and calculate the net asset value per share ("NAV") of each class
of shares offered by each Fund in accordance with the relevant provisions of the applicable Prospectus of each Fund and applicable regulations under the 1940 Act.
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(b)
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Apply securities pricing information as required or authorized under the terms of the valuation
policies and procedures of the Client ("Valuation Procedures"), including (A) pricing information from independent pricing services, with respect to securities for which market quotations are readily available, (B) if applicable to a
particular Fund or Funds, fair value pricing information or adjustment factors from independent fair value pricing services or other vendors approved by the Client (collectively, "Fair Value Information Vendors") with respect to
securities for which market quotations are not readily available, for which a significant event has occurred following the close of the relevant market but prior to the Fund's pricing time, or which are otherwise required to be made
subject to a fair value determination under the Valuation Procedures, and (C) prices obtained from each Fund’s investment adviser or other designee, as approved by the Board. The Client instructs and authorizes Service Provider to
provide information pertaining to the Funds' investments to Fair Value Information Vendors in connection with the fair value determinations made under the Valuation Procedures and other legitimate purposes related to the services to be
provided hereunder.
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Note: The Client acknowledges that while Service Provider's
services related to fair value pricing are intended to assist the Client and the Board in its obligations to price and monitor pricing of Fund investments, Service Provider does not assume responsibility for the accuracy or appropriateness of
pricing information or methodologies, including any fair value pricing information or factors.
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(c)
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Coordinate the preparation of reports that are prepared or provided by Fair Value Information
Vendors which help the Client to monitor and evaluate its use of fair value pricing information under its Valuation Procedures.
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(d)
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Assist the Client in identifying instances where market prices are not readily available, or
are unreliable, each as set forth within parameters included in the Client’s Valuation Procedures.
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(e)
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Verify and reconcile with the Funds' custodian all daily trade activity.
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(f)
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Compute, as appropriate, each Fund's net income and capital gains, dividend payables, dividend
factors, 7-day yields, 7-day effective yields, 30-day yields, and weighted average portfolio maturity; (and other yields or standard or non-standard performance information as mutually agreed).
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(g)
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Review daily the net asset value calculation and dividend factor (if any) for each Fund prior
to release to shareholders, check and confirm the net asset values and dividend factors for reasonableness and deviations, and distribute net asset values and yields to NASDAQ; and as agreed, in certain cases, to newspapers.
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(h)
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If applicable, report to the Board, or otherwise at the Client’s request, the periodic market
pricing of securities in any money market Funds, with the comparison to the amortized cost basis.
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(i)
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Determine and report unrealized appreciation and depreciation on securities held in variable
net asset value funds.
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(j)
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Amortize premiums and accrete discounts on fixed income securities purchased at a price other
than face value, in accordance with the Generally Accepted Accounting Principles of the United States or any successor principles.
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(k)
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Update fund accounting system to reflect rate changes, as received from a Fund's investment
adviser or a third party vendor, on variable interest rate instruments.
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(l)
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Post Fund transactions to appropriate categories.
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(m)
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Accrue expenses of each Fund according to instructions received from the Client’s
Administrator, and submit changes to accruals and expense items to authorized officers of the Client (who are not Service Provider employees) for review and approval.
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(n)
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Determine the outstanding receivables and payables for all (1) security trades, (2) Fund share
transactions and (3) income and expense accounts.
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(o)
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Provide accounting reports in connection with the Client's regular annual audit, and other
audits and examinations by regulatory agencies.
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(p)
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Provide such periodic reports as the parties shall agree upon, as set forth in a separate
schedule.
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(q)
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For Fund of Funds, per standing instructions or as otherwise directed by Client, create trade
tickets and money movement directives between funds, and deliver corresponding instructions to transfer agent(s), custodian(s), and where applicable other third parties per prescribed cash allocations provided at the direction of the
Client on a daily basis.
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3.
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Financial Statements
and Regulatory Filings
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Citi shall also perform the following additional accounting
services for each Fund:
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(a)
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Provide monthly a hard copy of the unaudited financial statements described below, upon request
of the Client. The unaudited financial statements will include the following items:
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(i)
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Unaudited Statement of Assets and Liabilities,
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(ii)
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Unaudited Statement of Operations,
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(iii)
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Unaudited Statement of Changes in Net Assets, and
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(iv)
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Unaudited Condensed Financial Information
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(b)
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Provide accounting information for the following: (in compliance with Regulation S-X, as
applicable) federal and state income tax returns and federal excise tax returns;
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(i)
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the Client's annual reports with the SEC on Forms N-CEN and the N-CSR,
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(ii)
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the Client's quarterly schedules of investment for filing with the SEC on Form N-Q, effective
through the period ending March 31, 2019;
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(iii)
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the Client's monthly schedules of investment for filing with the SEC on Form N-PORT, effective
for the period beginning June 1, 2018;
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(iv)
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the Client's annual and semi-annual shareholder reports and quarterly Board meetings;
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(v)
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registration statements on Form N-1A, Form N-14 and other filings relating to the registration
of shares;
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(vi)
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the Client’s administrator’s monitoring of the Funds’ status as a resulted investment company
under Subchapter M of the Internal Revenue Code, as amended;
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(vii)
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annual audit by the Client's auditors; and
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(viii)
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examinations performed by the SEC.
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(c)
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Calculate turnover and expense ratio.
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(d)
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Prepare schedule of Capital Gains and Losses.
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(e)
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Provide daily cash report.
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(f)
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Maintain and report security positions and transactions in accounting system.
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(g)
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Prepare Broker Commission Report
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(h)
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Monitor expense limitations.
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(i)
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Provide unrealized gain/loss report.
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II. Notes and Conditions Related to Fund Accounting Services
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1.
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Subject to the provisions of Sections 2 and 6 of the Agreement, Service Provider's liability
with respect to NAV Differences (as defined below) shall be as follows:
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(a)
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During each NAV Error Period (as defined below) resulting from a NAV
Difference that is at least $0.01 but that is less than 1/2 of 1%, Service Provider shall reimburse each applicable Fund for any net· losses to the Fund; and
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(b)
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During each NAV Error Period resulting from a NAV Difference that is at
least 1/2 of 1%, Service Provider shall reimburse each applicable Fund on its own behalf and on behalf of each shareholder of such Fund for any losses experienced by the Fund or any Fund shareholder, as applicable; provided, that
Service Provider's reimbursement responsibility shall not exceed the lesser of (i) the net loss that the Fund incurs or (ii) the costs to the Fund of reprocessing the shareholder transactions during the NAV Error Period; provided,
further, however, that Service Provider shall not be responsible for reimbursing reprocessing costs with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $25.
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For purposes of this Section II.1: (A) the NAV Difference
means the difference between the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV'') and the NAV at
which the purchase or redemption was effected divided by Recalculated NAV; (B) NAV Error Period means any Fund business day or series of two or more
consecutive Fund business days during which an NAV Difference of $0.01 or more exists; (C) NAV Differences and any Service Provider liability therefrom are to be calculated each time a Fund's (or Class') NAV is calculated; (D) in calculating any
amount for which Service Provider would otherwise be liable under this Agreement for a particular NAV error, Fund (or Class) losses and gains shall be netted; and (E) in calculating any amount for which Service Provider would otherwise be liable
under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be netted.
The client acknowledges and agrees that although the Service Provider’s Services related to fair value pricing are intended
to assist the Client and its Board in its obligations to price and monitor pricing of Fund investments, Service Provider is not responsible for the accuracy or appropriateness of pricing information or methodologies, including any fair value
pricing information or adjustment factors.
Exhibit A
Form of Fee Letter
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Date: February 20, 2019
Dear Xxxxx,
We are writing to confirm the following fees which relate to the Services to be provided under the
Services Agreement dated January 1, 2018, between the Client and the Services Provider. Capitalized terms used but not defined herein shall have the meaning given to them in the Services Agreement.
The Client agrees to pay all fees, expenses, charges, and obligations incurred from time-to-time for any
services pursuant to the Services Agreement as determined in accordance with the terms of the fee schedule attached hereto as Attachment 1 (the “Fee Schedule”),
the Services Agreement, and as may otherwise be agreed in writing from time-to-time between the Parties.
This fee letter may be executed in several counterparts, each of which will be an original, but all of
which together will constitute one and the same agreement.
By signing the acknowledgment below, you agree to this fee letter and the Fee Schedule. Please return a
signed duplicate of this fee letter to Xxxx Xxxxxx at 0000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxx 00000.
Sincerely,
/s/ Xxx Xxxxxx
Xxx Xxxxxx
President, Citi Fund Services Ohio, Inc.
ACKNOWLEDGED AND AGREED TO:
/s/ Xxxxx Xxxxxx
By: Xxxxx Xxxxxx
Title: President
Date: 2/22/2019
Attachment 1 to Fee Letter
Fee Schedule
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1.
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FEES
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The Client shall pay the following fees to Service Provider as compensation for the Services rendered hereunder.
All Fees shall be aggregated and paid monthly.
Annual Per Unit Fees:
Per Fund $46,000
Per Additional Class per Fund $5,500
Per Fair Value portfolio $5,500
SOC-1 / SSAE 16 Charges (per Class) $125
Other Service Fees:
Annual Compliance Services Fees $67,758
Performance Reporting Services at agreed upon rates.
Security Pricing Fees
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Asset Type
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Monthly Fee ($)
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Equities
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1.20
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Asset Backed
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5.45
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General Bonds
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8.15
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Government Bonds
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3.45
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Complex Debt
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20.90
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Listed Derivatives
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1.20
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Simple OTCs
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12.95
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Mid Tier OTCs
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72.05
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Complex OTCs
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313.85
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Notes
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1.
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Monthly rates reflected are based upon current primary pricing vendor selections.
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2.
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Each “Asset Type” can typically be expected to include the following security types:
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·
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Equities: Domestic Equity, Foreign Equity, Warrants
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·
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Asset Backed: ABS, MBS, CMO’s, CMBs
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·
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General Bonds: US Investment Grade Corporate Bonds, US High Yield Corporate Bonds, International Bonds
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·
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Government Bonds: Agency Debt, US Government Bonds, Money Market, Municipal Bonds
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·
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Complex Debt: Bank Loans
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·
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Listed Derivatives: Futures, options
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·
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Simple OTC: Interest Rate Swap; OTC Options; Currency Forwards; Currency Swap
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·
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Mid Tier OTC: Total Return Swap; Asset Swaps; Cross Currency Swaps; Credit Default Swaps
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·
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Complex OTC: Exotic Options; Volatility Swaps; CDOs; CLOs
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3.
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Security Pricing Valuation Services will not be subject to the annual fee increase
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FORM N-PORT
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(Tier
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(II) Description
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Annual Fee
(per Fund)
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Tier 1
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(VI) All Fund of Funds and Equity Funds holding < 50 securities
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$11,500
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Tier
2
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(IX) Fixed Income Funds* holding 0-500 securities and Equity Funds holding 50-500 securities
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$14,000
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Tier 3
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(XII) All Fixed Income and Equity Funds holding > 500 securities
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$18,000
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Sleeve Fee: An additional fee will apply per
sleeve $1,000
*Fixed Income Funds are defined in accordance with applicable regulation stating Fixed Income Funds are
those which hold 25% of total net assets in fixed income securities.
Note: Each Fund will be designated as a specific “tier” upon the commencement of the N-PORT filing service. An annual review
will be performed to certify the appropriate classifications are applied for the subsequent 12 month period. The annual review will occur at the end of each calendar year and be effective on the first of January each year. Any Fund launches
will be reviewed at inception to ensure the appropriate “tier” is applied to the new Fund.
LIQUIDITY RISK MANAGEMENT
|
Tier
|
(XV) Description
|
Annual Fee
(per Fund)
|
|
Tier 1
|
(XIX) All Funds holding < 50 securities
|
$2,000
|
|
Tier 2
|
(XXII) All Funds holding 50-500 securities
|
$3,000
|
|
Tier 3
|
(XXV) All Funds holding > 500 securities
|
$4,000
|
Note: Each Fund will be designated as a specific “tier” upon the commencement of the Liquidity Risk Management service. An
annual review will be performed to certify the appropriate classifications are applied for the subsequent 12 month period. The annual review will occur at the end of each calendar year and be effective on the first of January each year. Any
Fund launches will be reviewed at inception to ensure the appropriate “tier” is applied to the new Fund.
|
4.
|
Out-of-Pocket
Expenses and Miscellaneous Charges:
|
In addition to the above fees, Service Provider shall be entitled to receive payment for the following out-of-pocket expenses
and miscellaneous charges:
|
(A)
|
Reimbursement
of Expenses. The Client shall reimburse Service Provider for its out-of-pocket expenses reasonably incurred in providing Services, including, but not limited to:
|
|
(i)
|
All freight and other delivery and bonding charges incurred by Service Provider in delivering
materials to and from the Client and in delivering all materials to Shareholders;
|
|
(ii)
|
The cost of obtaining security and issuer information;
|
|
(iii)
|
The cost of CD-ROM, computer disks, microfilm, or microfiche, and storage of records or other
materials and data;
|
|
(iv)
|
Costs of postage, bank services, couriers, stock computer paper, statements, labels, envelopes,
reports, notices, or other form of printed material (including the cost of preparing and printing all printed material) which shall be required by Service Provider for the performance of services to be provided hereunder, including
print production charges incurred;
|
|
(v)
|
All copy charges;
|
|
(vi)
|
Any expenses Service provider shall incur at the written direction of the Client or a duly
authorized officer of the Client;
|
|
(vii)
|
The cost of tax data services;
|
|
(viii)
|
Regulatory filing fees, industry data source fees, printing (including board
book production expenses) and typesetting services, communications, delivery services, reproduction and record storage and retention expenses, and travel related expenses for board / client meetings; and
|
|
(ix)
|
Any additional expenses reasonably incurred by Service Provider in the performance of its duties
and obligations under this Agreement.
|
|
(B)
|
Miscellaneous
Service Fees and Charges. In addition to the amounts set forth in paragraphs (1) and 2(A) above, Service Provider shall be entitled to receive the following amounts from the Client:
|
|
(i)
|
System development fees, billed at the rate of $150 per hour, as requested and pre-approved by the
Client, and all systems-related expenses, agreed in advance, associated with the provision of special reports and services pursuant to any of the Schedules hereto;
|
|
(ii)
|
Fees for development of custom interfaces pre-approved by the Client, billed at the rate of $15
per hour;
|
|
(iii)
|
Ad hoc reporting fees pre-approved by the Client, billed at the rate of $150 per hour;
|
|
(iv)
|
Expenses associated with Service Provider’s anti-fraud procedures as it pertains to new account
review;
|
|
(v)
|
Check and payment processing fees; and
|
|
(vi)
|
Costs of rating services.
|
|
5.
|
Annual
Fee Increase:
|
Commencing on the one-year anniversary of the Effective Date and annually thereafter, with written notice to the Client at
least 90 days prior to the annual contract anniversary, the Service Provider may annually increase the fixed fees and other fees expressed stated dollar amounts in this Agreement by up to an amount equal to the most recent annual percentage
increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter” or a similar index should such index no longer be published. Service Provider shall provide Client with
60 days written notice prior to an increase, with the understanding that such notice shall not include the increase as such amount will not be known.
