ADMINISTRATION AGREEMENT
AGREEMENT dated as of November l, 1999 by and between SAMCO FUNDS, INC., a
Maryland corporation (the "Fund"), and INVESTORS BANK & TRUST COMPANY, a
Massachusetts trust company ("Investors Bank").
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of the separate portfolios listed on APPENDIX A hereto;
WHEREAS, the Fund offers shares of common stock, par value $.001 per share,
which have been registered under the Securities Act of 1933, as amended;
WHEREAS, the Fund desires to retain Investors Bank to render certain
administrative services, including supervision of certain third party vendors to
the Fund and Investors Bank is willing to render such services.
NOW, THEREFORE, in consideration of the above premises and of other good
and valuable consideration the parties hereto, intending to be legally bound
hereby, agree as follows:
1. APPOINTMENT OF ADMINISTRATOR. The Fund hereby appoints Investors Bank to act
as administrator to the Fund for the period and on the terms set forth in this
Agreement. Investors Bank accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided.
2. DUTIES OF ADMINISTRATOR. Subject to the supervision and direction of the
Board of Directors of the Fund, Investors 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. Investors
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, Investors 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, Investors 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. Investors Bank will perform all of its obligations under this
Agreement in accordance with applicable law, including without limitation laws
against discrimination.
3. 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 Investors 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 will deliver to Investors Bank copies of each of the following
documents and will deliver to Investors Bank all future amendments and
supplements, if any:
(1) A certified copy of the Articles of Incorporation of the Fund as
amended and currently in effect;
(2) A copy of the Fund's By-Laws as amended and currently in effect,
certified by the Secretary of the Fund;
(3) A copy of the resolution of the Fund's Board of Directors authorizing
this Agreement, certified by the Secretary of the Fund;
(4) The Fund's registration statement on Form N-1A as filed with, and
declared effective by, the U.S. Securities and Exchange Commission ("SEC"),
and all amendments thereto;
(5) Each resolution of the Board of Directors of the Fund authorizing the
original issue of its shares, certified by the Secretary of the Fund;
(6) Copies of the resolutions of the Fund's Board of Directors authorizing:
(i) certain officers and employees of Investors Bank to give instructions
to the Fund's custodian and transfer agent as required by agreements with
such parties, and (ii) certain officers and employees of Investors Bank to
sign checks and pay expenses on behalf of the Fund, certified by the
Secretary of the Fund;
(7) A copy of the current Investment Advisory Agreement between the Fund
and Seix Investment Advisors, Inc.;
(8) A copy of the Custodian Agreement and Transfer Agency Agreement
relating to the Fund; and
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(9) Such other certificates, documents or opinions which Investors Bank
may, in its reasonable discretion, deem necessary or appropriate in the
proper performance of its duties.
C. The Fund will cooperate in providing Investors Bank with all information
reasonably necessary to permit Investors Bank to perform its duties hereunder.
D. The Fund certifies to Investors Bank that, as of the close of business
on the date of this Agreement, it has authorized capitalization of 2,500,000,000
shares of its common stock, $.001 par value (the "Shares"), and agrees that
Investors Bank will be promptly notified from time to time when the Fund takes
corporate action to increase the number of authorized shares, including
restoring redeemed shares held in its treasury to the status of authorized and
unissued shares.
4. SERVICES TO BE OBTAINED INDEPENDENTLY BY THE FUND
The Fund shall, at its own expense, provide for any of its own:
A. Organizational expenses;
B. Services of an independent accountant;
C. Services of outside legal counsel (including such counsel's review of
the Fund's registration statement, proxy materials and other reports and
materials prepared by Investors Bank under this Agreement);
D. Services contracted for by the Fund directly from parties other than
Investors Bank acting as administrator (or subcontracted for by Investors Bank
on behalf of the Fund, subject to review and approval by the Fund's executive
officers or Board of Directors);
E. Trading operations and brokerage fees, commissions and transfer taxes in
connection with the purchase and sale of securities for its investment
portfolio;
F. Investment advisory services;
G. Taxes, insurance premiums and other fees and expenses applicable to its
operation;
H. Costs incidental to any meeting of shareholders including, but not
limited to, legal and accounting fees, proxy filing fees and costs incidental to
the preparation, printing and mailing of any proxy materials;
I. Cost incidental to Directors' meetings, including fees and expenses of
Directors;
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J. The salary and expenses of any officer or employee of the Fund who is
not also an officer or employee of Investors Bank;
K. Custodian and depository banks, and all services related thereto;
L. Costs incidental to the preparation, printing and distribution of its
registration statement and any amendments thereto, and shareholder reports,
including printing setup, printing and mailing costs;
M. All registration fees and filing fees required under the securities laws
of the United States and state regulatory authorities;
N. Fidelity bond and director's and officers' liability insurance;
O. Record retention costs of third parties;
P. Distribution fees pursuant to any distribution plan, if and when adopted
pursuant to Rule 12b-1 under the 1940 Act; and
Q. Litigation and indemnification expenses and other extraordinary expenses
not incurred in the ordinary course of the Fund's business.
5. Price and Charges
(a) For the services to be rendered and the facilities to be furnished
by Investors Bank, as provided for in this Agreement, the Fund will compensate
Investors 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 Investors Bank for which Investors Bank shall be entitled to xxxx
the Fund separately and for which the Fund shall reimburse Investors Bank.
(b) Investors Bank shall not be required to pay any expenses incurred by
the Fund.
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6. Limitation of Liability and Indemnification
A. Investors Bank shall provide its services in a professional manner
customarily provided by leading mutual fund administration companies. Investors
Bank shall be responsible for the performance of only such duties as are set
forth or contemplated herein or contained in instructions given to it by the
Fund which are not contrary to this Agreement. Investors Bank shall have no
liability for any loss or damage resulting from the performance or
non-performance of its duties hereunder unless caused by or resulting from the
gross negligence, bad faith or willful misconduct of Investors Bank, its
officers or employees or the violation by any of such persons of this Agreement.
In no event, however, shall Investors Bank be liable for any consequential
damages including, without limitation, any taxes, penalties, litigation expenses
or other loss or damage resulting from the failure by other persons providing
services to the Fund to conform to applicable legal or regulatory requirements,
or to the Fund's investment policies and restrictions as set forth in its
registration statement, notwithstanding that Investors Bank, in the course of
carrying out its monitoring duties hereunder, failed to discover such failure.
B. The Fund shall indemnify and hold Investors Bank harmless from all loss,
cost, damage and expense, including reasonable expenses for counsel, incurred by
it resulting from any claim, demand, action or suit in connection with 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
executed by a duly authorized officer of the Fund, provided that this
indemnification shall not apply to actions or omissions of Investors Bank, its
officers or employees in cases of its or their own gross negligence or
misconduct or the violation by any of such persons of this Agreement.
C. The Fund will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above, and if the
Fund elects to assume the defense, such defense shall be conducted by counsel
chosen by the Fund. In the event the Fund elects to assume the defense of any
such suit and retain such counsel, Investors Bank or any of its affiliated
persons, named as defendant or defendants in the suit, may retain additional
counsel at its or their own expense, except that, if the Fund shall have
specifically authorized the retaining of such counsel, then the reasonable
expenses for such counsel shall be reimbursed by the Fund.
D. At any time Investors Bank may apply to any executive officer of the
Fund or executive officer of the Fund's investment adviser for instructions, and
may consult with legal counsel for the Fund, if consented to by an executive
officer of the Fund at the expense of the Fund, with respect to any matter
arising in connection with the services to be performed by Investors Bank under
this Agreement and Investors Bank shall not be liable and shall be indemnified
by the Fund for any action taken or omitted by it in good faith in reliance upon
such instructions or upon the opinion of such counsel. Investors Bank shall be
protected and indemnified in acting upon any paper or document of the Fund
reasonably believed by it to be genuine and to have been signed by the proper
person or persons and shall not be held to have notice of any change of
authority of any representative of the Fund, until receipt of written notice
thereof from the Fund, unless an officer of Investors Bank shall have actual
knowledge of such change. Investors Bank shall also be protected and
indemnified, except where a stop order is in effect, in recognizing transfer
documents which Investors Bank reasonably believes to bear the proper manual or
facsimile signature of the officers of the Fund, and the proper
counter-signatures of any present or former transfer agent.
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7. Confidentiality
Investors Bank agrees on behalf of itself and its directors, officers and
employees to treat confidentially and as proprietary information of the Fund all
records and other information relative to the Fund and its prior, present or
potential shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities hereunder, except (i)
after prior notification to and approval in writing by the Fund, which approval
shall not be unreasonably withheld, when requested to divulge such information
by duly constituted authorities and may not be withheld where Investors Bank may
be exposed to civil or criminal contempt proceedings for failure to comply, and
Investors Bank shall disclose all such records and information to the investment
adviser to the Fund when so requested by the adviser or the Fund.
8. Compliance With Governmental Rules and Regulations
The Fund assumes full responsibility for complying with all applicable
requirements of the Securities Act of 1933, the 1940 Act and the Securities
Exchange Act of 1934, all as amended, and any laws, rules and regulations of
governmental authorities having jurisdiction, except to the extent that
Investors Bank specifically assumes any such obligations under the terms of this
Agreement.
Investors Bank shall maintain and preserve for the period prescribed, such
records relating to the services to be performed by Investors Bank under this
Agreement as are required pursuant to the 1940 Act and the Securities Exchange
Act of 1934, all as amended, and the rules and regulations thereunder. All such
records shall at all times remain the respective properties of the Fund, shall
be readily accessible during normal business hours and shall be promptly
surrendered upon the termination of this Agreement or otherwise on written
request. Records shall be surrendered in usable machine readable form.
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9. Status of Investors Bank
Investors Bank shall be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized by the Fund from time
to time, have no authority to act or represent the Fund in any way or otherwise
be deemed an agent of the Fund.
Nothing herein shall be deemed to limit or restrict Investors Bank's right
or that of any of its affiliates or employees, to engage in any other business
or to devote time and attention to the administration or other related aspects
of any other registered investment company or to render services of any kind to
any other corporation, firm, individual or association.
10. Printed Matter Concerning the Fund or Investors Bank
Neither the Fund nor Investors Bank shall publish and circulate any printed
matter which contains any reference to the other party without its prior written
approval, excepting such printed matter as refers in accurate terms to Investors
Bank's appointment under this Agreement and/or any other agreement between the
Fund and Investors Bank, and excepting as may be required by applicable laws or
regulations.
11. Term, Amendment and Termination
This Agreement may be modified or amended, from time to time, by mutual
agreement between the parties hereto. This Agreement shall remain in effect from
the date hereof, and shall expire on November 3, 2002. After the expiration
date, this Agreement shall automatically be renewed annually thereafter, and may
be terminated thereafter, by either party on 120 days' prior written notice.
Upon termination of the Agreement, the Fund shall pay to Investors Bank such
compensation as may be due under the terms hereof on the date of such
termination.
12. Default
Should either party materially breach, materially neglect or materially
fail, in whole or in part, to perform its duties and/or observe its obligations
hereunder (a "Default"), that party shall be in Default hereunder (the
"Defaulting Party"). The other party hereto may give written notice to the
Defaulting Party, and if such Default fails to be remedied within sixty (60)
days after receipt of such written notice, then the party giving such notice may
terminate this Agreement by thirty (30) days' written notice of such termination
to the Defaulting Party. Such termination shall not affect any rights or
obligations of either party arising from, or relating to, such Default under the
terms hereof.
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The provisions of this Section 12 shall not limit either party's
termination rights under Section 11 of this Agreement. The provisions of Section
11 and this Section 12 shall govern the method of termination of this Agreement,
but shall not limit any other rights or remedies of either party in the event of
any breach of this Agreement by the other party.
13. Notices
Any notice or other communication authorized or required hereunder shall be
in writing or by confirming telegram, cable, telex or facsimile sending device.
Notice shall be addressed to the Fund at 000 Xxxx Xxxxxxxxx, Xxxxxxxxx Xxxx, Xxx
Xxxxxx 00000 Attention: Xxxxx Xxxxxx; and to Investors Bank & Trust Company, 000
Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, Attention: Xxxxx Xxxx, Senior Director,
Client Management, with a copy to Investors Capital Services, Inc., 000 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxx.
Either party may designate a different address by notice to the other party. Any
such notice or other communication shall be deemed given when actually received.
14. Non-Assignability
This Agreement shall not be assigned by either of the parties hereto
without the prior consent in writing of the other party. Any purported
assignment in violation of this Agreement shall be void and of no effect.
15. Successors
This Agreement shall be binding on and shall inure to the benefit of the
Fund and Investors Bank, and their respective successors and permitted assigns.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
SAMCO FUNDS, INC.
By: /s/
Name:
Title:
INVESTORS BANK & TRUST COMPANY
By: /s/
Name:
Title:
Appendix A
SAMCO Aggregate Fixed Income Portfolio
SAMCO Intermediate Fixed Income Portfolio
NOVEMBER 1, 0000
XXXXXXXX X
INVESTORS BANK & TRUST
SUMMARY OF ADMINISTRATION FUNCTIONS
SAMCO FUNDS
FUNCTION INVESTORS BANK & TRUST SEIX INVESTMENT MANAGEMENT SUGGESTED FUND
AUDITOR OR COUNSEL
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MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
Monitor portfolio compliance Perform tests of certain specific Continuously monitor portfolio A/C - Provide
in accordance with the current portfolio activity designed from activity and Fund operations in consultation
Prospectus and SAI. provisions of the Fund's Prospectus conjunction with 1940 Act, as needed on
and SAI. Follow-up on potential Prospectus, SAI and any other compliance issues.
violations. applicable laws and regulations.
Monitor testing results and
approve resolution of
compliance issues.
FREQUENCY: DAILY
Provide compliance Provide a report Review report. A/C - Provide
summary package. of compliance consultation as
FREQUENCY: MONTHLY testing results. needed.
Perform asset Perform asset diversification Continuously monitor portfolio A - Provide
diversification testing tests at each tax activity in conjunction with consultation as
to establish qualification quarter end. IRS requirements. Review needed in
as a RIC. Follow-up on issues. test results and take any establishing
necessary action. Approve positions to be
tax positions taken. taken in tax
treatment of
particular issues.
Review quarter end
tests on a current
basis.
FREQUENCY: QUARTERLY
1
NOVEMBER 1, 1999
FUNCTION INVESTORS BANK & TRUST SEIX INVESTMENT MANAGEMENT SUGGESTED FUND
AUDITOR OR COUNSEL
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Perform qualifying income Perform qualifying income testing Continuously monitor portfolio A-Consult as needed
testing to establish on book basis income, unless activity in conjunction on tax accounting
qualification as a RIC. ( material differences are with IRS requirements. positions to be
anticipated) on quarterly Review test results and taken. Review in
basis and as may otherwise take any necessary action. conjunction with
be necessary. Approve tax positions taken. year-end audit.
Follow-up on issues.
Frequency: Quarterly
-------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
(CONT.)
-------------------------
Calculate total return Provide total return Review total return information.
information on Funds as calculations for fund
defined in the current and appropriate
Prospectus and SAI. benchmark index.
FREQUENCY: MONTHLY
Prepare the Fund's annual Prepare preliminary expense Provide asset level projections.
expense budget. Establish budget. Notify fund Approve expense budget.
daily accruals. accounting of new accrual rates.
Frequency: Annually
Monitor the Fund's Monitor actual expenses Provide asset level projections C/A - Provide
expense budget. updating budgets/ expense quarterly. Provide vendor consultation as
accruals. information as necessary. requested.
Review expense analysis and
approve budget revisions.
FREQUENCY: QUARTERLY
Receive and coordinate Propose allocations of Authorize invoices when appropriate.
payment of fund expenses. invoice among Funds and Send invoices to IBT
obtain authorized approval in a timely manner.
to process payment.
FREQUENCY: AS OFTEN AS
NECESSARY
2
NOVEMBER 1, 1999
FUNCTION INVESTORS BANK & TRUST SEIX INVESTMENT MANAGEMENT SUGGESTED FUND
AUDITOR OR COUNSEL
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Prepare responses to Prepare, coordinate as necessary, Identify the services to
major industry questionnaires. and submit responses to which the Funds report.
the appropriate agency. Provide information as requested.
FREQUENCY: AS OFTEN
AS NECESSARY
-------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
(CONT.)
-------------------------
Calculate periodic dividend Calculate amounts available for Establish and maintain dividend C - Review dividend
rates to be declared in distribution. Coordinate review and distribution policies. resolutions in
accordance with management by management and/or auditors. Approve distribution rates conjunction with
guidelines. Notify custody and transfer per share and aggregate Board approval.
agent of authorized dividend rates amounts. Obtain Board approval A - Review and
in accordance with Board approved when required. concur with proposed
policy. Report dividends to Board distributions
as required.
FREQUENCY: ACCORDING
TO DIVIDEND POLICY
Prepare disinterested Summarize amounts paid during Provide social security numbers
director/trustee Form the calendar year to and current mailing address
1099-MISC. directors/trustees and other for trustees and vendors.
required vendors. Prepare and Review and approve information
mail Form 1099-MISC. provided for Form 1099-MISC.
FREQUENCY: ANNUALLY
Supervision of third Supervise the quality of Review and approve
party vendors to the Fund. service and competitiveness recommendations.
of fees of certain fund
vendors, including outside
counsel, independent
accountant and other vendors
utilized by fund.
FREQUENCY: ANNUALLY
3
NOVEMBER 1, 1999
FUNCTION INVESTORS BANK & TRUST SEIX INVESTMENT MANAGEMENT SUGGESTED FUND
AUDITOR OR COUNSEL
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FINANCIAL REPORTING
-------------------
Prepare financial Prepare selected portfolio Review financial information.
information for and financial information
presentation to for inclusion in board material.
Fund Management and
Board of Directors.
FREQUENCY: QUARTERLY
Prepare condensed financial Prepare condensed month end Review financial information.
information for review by and year-to-date expense
Fund Management. information. Prepare selected
portfolio information.
FREQUENCY: MONTHLY
4
NOVEMBER 1, 1999
FUNCTION INVESTORS BANK & TRUST SEIX INVESTMENT MANAGEMENT SUGGESTED FUND
AUDITOR OR COUNSEL
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Coordinate the annual audit Coordinate the creation of Approve format and text as A - Perform audit
and semi-annual preparation templates reflecting standard. Approve production and issue opinion
and printing of financial client-selected standardized cycle and assist in on annual financial.
statements and notes with appearance and text of financial managing to the cycle. statements
management, fund accounting statements and footnotes. Coordinate review and approval A/C - Review
and the fund auditors. Draft and manage production cycle. by portfolio managers of reports.
Coordinate with IBT fund accounting portfolio listings to be
the electronic receipt of included in financial statements.
portfolio and general ledger Prepare appropriate management
information. Assist in resolution letter and coordinate production
of accounting issues. Using of Management Discussion and
templates, draft financial Analysis. Review and approve
statements, coordinate auditor entire report. Make appropriate
and management review, and representations in conjunction
clear comments. Coordinate with audit.
printing of reports and XXXXX
conversion with outside printer
and filing with the
SEC via XXXXX.
FREQUENCY: SEMI-ANNUALLY
FINANCIAL REPORTING (CONT.)
---------------------------
Prepare and file Form N-SAR. Prepare form for filing. Provide appropriate responses. C - Review initial
Obtain any necessary supporting Review and authorize filing. filing.
documents. File with SEC via A - Provide annual
Xxxxx. audit internal
control letter to
accompany the
annual filing.
FREQUENCY: SEMI-ANNUALLY
LEGAL
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5
NOVEMBER 1, 1999
FUNCTION INVESTORS BANK & TRUST SEIX INVESTMENT MANAGEMENT SUGGESTED FUND
AUDITOR OR COUNSEL
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Prepare agenda and board Maintain annual calendar of Review and approve board C - Review agenda,
materials for quarterly required quarterly and materials and board and resolutions, board
board meetings. annual approvals. Prepare committee meeting minutes. material and
agenda, resolutions and other board and committee
board materials for quarterly meeting minutes.
board meetings. Prepare Ensure BOD material
supporting information and contains all
materials when necessary. required
Assemble, check and distribute information that
books in advance of meeting. the BOD must
Attend board and committee review and/or
meetings and prepare minutes. approve to perform
their duties as
directors.
FREQUENCY: QUARTERLY
Prepare amendments to Prepare and coordinate the Review and approve. A/C - Review and
Registration Statement. filing of post-effective approve filings.
amendments. Coordinate with A/C - Provide
outside printers the Xxxxx consents as
conversion, filing with the appropriate.
SEC and printing of prospectus.
FREQUENCY: ANNUAL UPDATE
(INCLUDES UPDATING
FINANCIAL HIGHLIGHTS,
EXPENSE TABLES, RATIOS)
PLUS ONE ADDITIONAL
FILING PER FISCAL YEAR
Prepare Prospectus/SAI Prepare Prospectus and SAI Review and approve. C - Review and
supplements. supplements. File with approve
the SEC via Xxxxx. Coordinate supplements.
printing of supplements.
FREQUENCY: AS OFTEN
AS REQUIRED
LEGAL (CONT.)
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Preparation and filing Accumulate capital stock Review and approve filing. A - Review
of 24f-2 Notice. information and draft Form informally when
24f-2 Notice. File requested
approved Form with SEC via Xxxxx.
FREQUENCY: ANNUALLY
6
NOVEMBER 1, 1999
FUNCTION INVESTORS BANK & TRUST SEIX INVESTMENT MANAGEMENT SUGGESTED FUND
AUDITOR OR COUNSEL
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Proxy Material/Shareholder Prepare drafts of proxy material Review and approve proxy. C - Review and
Meetings and file materials or coordinate approve proxy.
filing with SEC and coordinate
printing. Assist proxy
solicitation firm and prepare
scripts. Attend meeting and
prepare minutes.
FREQUENCY: ONE PROXY
FILING PER FISCAL YEAR.
Assist in updating of Make annual filing of Obtain required fidelity bond
fidelity bond insurance fidelity bond insurance insurance coverage. Monitor
coverage. material with the SEC. level of fidelity bond
insurance maintained in
accordance with required
coverage. Obtain
appropriate E&O/D&O
insurance coverage.
FREQUENCY: ANNUALLY
Respond to Compile and provide Coordinate with regulatory C - Provide
regulatory audits. documentation pursuant to auditors to provide consultation
audit requests. Assist requested documentation as needed.
client in resolution of and resolutions to inquiries.
audit inquiries.
FREQUENCY: AS NEEDED
BLUE SKY
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7
NOVEMBER 1, 1999
FUNCTION INVESTORS BANK & TRUST SEIX INVESTMENT MANAGEMENT SUGGESTED FUND
AUDITOR OR COUNSEL
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Maintain effective Maintain records of fund Identify states in which filings C - Provide
Blue Sky notification sales for client designated are to be made. consultation as
filings for states in states via PW Blue2 Identify exempt transactions to needed on Blue
which Fund Management compliance system. File transfer agent for appropriate Sky issues.
intends to solicit annual notification exclusion from blue sky reporting.
sales of fund shares. renewal documents and C - Provide
annual sales reports. consultation on .
File amendments to increase product and
dollar amounts authorized for institutional
sales by funds, based upon exemptions
client instruction.
File notifications to states for
new funds and/or classes, mergers
and liquidations. Provide periodic
reports on state authorization
amounts and sales amounts. Determine
state filing requirements by using
CCH Blue Sky Law Reporter, ICI
memoranda and state securities
commission directives(both written
and oral).
FREQUENCY: ON-GOING
File amendments to registration File updated registration Inform IBT of filings prior C - Provide .
statement with the applicable statements, prospectuses, to SEC filing. consultation as
state securities commissions in SAIs, supplements thereto, needed on Blue Sky
coordination with SEC filing. and annual reports to filing issues
FREQUENCY: ANNUAL UPDATES shareholders upon
(INCLUDES REGISTRATION STATEMENT, approval/authorization
PROSPECTUS, SAI) PLUS ONE by client.
ADDITIONAL FILING PER FISCAL YEAR
TAX
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8
NOVEMBER 1, 1999
FUNCTION INVESTORS BANK & TRUST SEIX INVESTMENT MANAGEMENT SUGGESTED FUND
AUDITOR OR COUNSEL
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Prepare income tax Calculate investment company Provide transaction information A - Provide
provisions. taxable income, net tax exempt as requested. Identify Passive consultation as
interest, net capital gain and Foreign Investment Companies (PFICs). needed in
spillback dividend requirements. Approve tax accounting positions establishing
Identify book-tax accounting to be taken. Approve provisions. positions to be
differences. Track required taken in tax
information relating to treatment of
accounting differences. particular issues.
Perform review in
conjunction with
the year-end audit.
FREQUENCY: ANNUALLY
Calculate excise tax Calculate required distributions Provide transaction information as A - Provide
distributions to avoid imposition of excise tax. requested. Identify Passive Foreign consultation as
- Calculate capital gain net Investment Companies (PFICs). needed in
income and foreign currency Approve tax accounting positions to establishing
gain/loss through October 31. be taken. Review and approve all positions to be
- Calculate ordinary income income and distribution taken in tax
and distributions through calculations, including projected treatment of
a specified cut off date. income and dividend shares. particular issues.
- Project ordinary income Approve distribution rates per Review and concur
from cut off date to share and aggregate amounts. with proposed
December 31. Obtain Board approval when required distributions per
- Ascertain dividend shares. share.
Identify book-tax accounting
differences. Track required
information relating to accounting
differences. Coordinate review by
management and fund auditors.
Notify custody and transfer agent
of authorized dividend rates in
accordance with Board approved
policy. Report dividends to Board
as required.
FREQUENCY: ANNUALLY
TAX (CONT.)
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9
NOVEMBER 1, 1999
FUNCTION INVESTORS BANK & TRUST SEIX INVESTMENT MANAGEMENT SUGGESTED FUND
AUDITOR OR COUNSEL
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Prepare tax returns Prepare excise and RIC tax returns. Review tax returns. A - Review and sign
Prepare applicable state tax tax return as
returns, including Maryland Form preparer.
000, Xxxxxxxx Xxxx 0, Xxx Xxxx
XX-0 and New York City Tax Return.
Fund officer signs tax returns.
FREQUENCY: ANNUALLY
Prepare Form 1099-DIV Obtain yearly distribution Review and approve information
information. Calculate 1099-DIV provided for Form 1099-DIV.
reclasses and coordinate with
transfer agent.
FREQUENCY: ANNUALLY
Prepare other year-end Obtain yearly income distribution Review and approve information
tax-related disclosures information. Calculate disclosures provided.
(i.e., dividend received deductions,
foreign tax credits, tax-exempt
income, income by jurisdiction) and
coordinate with transfer agent.
FREQUENCY: ANNUALLY
10
NOVEMBER 1, 1999
Review and Approval
The attached Summary of Administration Functions has been reviewed and
represents the services currently being provided.
_________________________________________________________
Signature of IBT Mutual Fund Administration Director/Date
__________________________________________________________
Signature of Authorized Client Representative/Date
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APPENDIX C
SAMCO FUNDS, INC.
FEE SCHEDULE*
NOVEMBER 1, 1999
A. MUTUAL FUND ADMINISTRATION SERVICES
Seven (7) basis point charges will be applied to all assets for which Investors
Bank acts as Administrator.
o The Fund will also commit to a Minimum Annual Fee for the current SAMCO
Fund relationship of $50,000 for the first year of the new Agreement
(11/1/99 - 10/31/00). In the second year of the new agreement, the minimum
for the two funds will increase to $62,500.00 and in the third year to
$75,000.
o Any new Portfolios will be subject to the same Administration Fee of seven
(7) basis points, subject to the minimums detailed below.
o A new fund launched in the first year of the contract (11/1/99-10/31/00)
would cause the Minimum Annual Fee Requirement for the Fund Family to
increase by $15,000.
o A new fund launched in the second year of the contract (11/1/00-10/31/01)
would cause the Minimum Annual Fee Requirement for the Fund Family to
increase by an additional $20,000.
o A new fund launched in the third year of the contract (11/1/01-10/31/02)
would cause the Minimum Annual Fee Requirement for the Fund Family to
increase by an additional $25,000.
o If a second new Fund is launched in any year of the contract, (i.e. 2 new
funds in one fiscal or contract year) the Minimum Annual Fee Requirement
for the Fund Family would increase by an additional $25,000. (over and
above the increase in the Min. Annual Fee Requirement incurred by the first
new fund.)
B. OUT-OF-POCKET CHARGES
These charges consist of:
- Printing, Delivery & Postage - Xxxxx Filings
- Forms and Supplies - Data Transmissions
- Travel expenses when incurred
on official Fund business
- Customized Reporting & Interfaces
- Storage Costs for hard copy
Fund records
C. SYSTEMS
The details of any systems work will be determined after a thorough business
analysis. Systems work will be billed on a time and materials basis.
D. PAYMENT These fees will be charged against the fund's custodial account 5
business days after month end.
* THE FEE SCHEDULE ASSUMES MONTHLY BILLING AND EXECUTION OF INVESTORS BANK'S
STANDARD CONTRACTUAL AGREEMENTS FOR A MINIMUM OF THREE(3) YEARS.
