EXHIBIT (H)(14)
---------------
AMENDMENT TO THE ADMINISTRATION AGREEMENT
First Amendment, dated as of January 1, 2001, to the ADMINISTRATION AGREEMENT,
dated June 1, 1999 (the "Agreement"), between The DLB Fund Group (the "Trust")
and Investors Bank and Trust Company (the "Bank").
WHEREAS, the Trust and the Bank have entered into the Agreement;
WHEREAS, Section 9 of the Agreement provides that the Agreement may be
amended only in writing executed by both parties of the Agreement;
WHEREAS, the Trust and the Bank have mutually agreed to certain
modifications to the Agreement;
NOW, THEREFORE, the Trust and the Bank hereby agree to amend the
Agreement as follows:
1. TERMINATION OF THE AGREEMENT. The first sentence in Section 7 of the
Agreement is hereby amended by replacing the words "upon the date
hereof" with "January 1, 2001".
2. APPENDIXES. Appendix B and C are hereby deleted in their entirety and
replaced with the attached Appendix B and C.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
duly executed as an instrument under seal by its officer thereunto duly
authorized as of the date first written above.
THE DLB FUND GROUP
By: /s/ XxXxxx X. Xxxxxx
--------------------------
Name: XxXxxx X. Xxxxxx
Title: Treasurer
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Director
THE DLB FUND GROUP
ANNUAL FEE SCHEDULE
FOR TWELVE (12) MUTUAL FUNDS
JANUARY 1, 2001
================================================================================
FUND ADMINISTRATION SERVICES-
DAILY PORTFOLIO COMPLIANCE, QUARTERLY TAX DIVERSIFICATION, QUALIFYING INCOME
TESTING, DISTRIBUTION CALCULATION, FINANCIAL REPORTING, N-SAR AND REGISTRATION
STATEMENT FILING, EXPENSE ADMINISTRATION AND BLUE SKY SERVICES
================================================================================
A. FUND ADMINISTRATION SERVICES
----------------------------
The Annual Fee for Fund Administration - Daily Portfolio Compliance,
Quarterly Tax Diversification, Qualifying Income Testing, Distribution
Calculation, N-SAR filing, Registration Statement filing, Expense
Administration and Financial Reporting Services (as more fully described
in the Responsibilities Matrix) for the twelve (12) DLB Funds will be
charged either a minimum fee or Basis Points, whichever is higher. The
following schedule is exclusive of any out-of-pocket expenses.
ANNUAL MINIMUM FEE
------------------
FOR 12 FUNDS $576,000
The minimum fee for the first full year of providing such services shall
be $516,000. For each new fund added during the first twelve month period,
the annual minimum fee will be increased by $43,000. Thereafter and for
each new fund added subsequent to the first year, the annual minimum fee
shall be increased by $48,000 per fund. The annual minimum fee for each
new fund added applies to additional funds added under the existing Trust
up to a total of 10 funds.
ANNUAL ASSET FEE
----------------
FIRST $1BILLION OF NET ASSETS 4.5 BASIS POINTS
ASSETS IN EXCESS OF $1 BILLION 2.5 BASIS POINTS
The asset charges are based on the assets of all portfolios of the DLB
Fund Group serviced by Investors Bank & Trust.
B. BLUE SKY
--------
The Annual Fee for Blue Sky services for the twelve (12) DLB Funds will be
charged according to the following schedule. The schedule is exclusive of
filing fees and out-of-pocket expenses. For each new fund, the annual fee
will be increased by $5,000.
ANNUAL FEE $60,000
C. OUT-OF-POCKET EXPENSES
----------------------
These charges consist of:
- Printing, Postage, Delivery - Copy fitting
- Forms and Supplies - Printing of shareholder reports
- Ad hoc Reporting
- Blue Sky state and other filing fees/costs
- Financial statement report modification (after initially
agreed upon Parameters) as to style, layout or format.
D. OTHER
-----
o This fee schedule assumes that the funds have an October 31 year-end.
o This fee schedule also assumes that the funds will commence a
securities lending program with IBT.
o Fees under this agreement will be billed monthly in arrears and will be
paid within 30 days.
o This fee schedule pertains to the following funds:
The DLB Fixed Income Fund
The DLB Value Fund
The DLB Enhanced Index Core Equity Fund (The DLB Disciplined
Growth Fund)
The DLB Core Growth Fund
The DLB Small Company Opportunities Fund
The DLB Xxxxxxx Xxxxx International Fund
The DLB Xxxxxxx Xxxxx Emerging Markets Fund
The DLB High Yield Fund The DLB Technology Fund
The DLB Enhanced Index Value Fund
The DLB Enhanced Index Growth Fund
The DLB Small Capitalization Value Fund
AGREED:
THE DLB FUND GROUP
By: /s/ XxXxxx X. Xxxxxx
---------------------------
Name: XxXxxx X. Xxxxxx
Title: Treasurer
INVESTORS BANK & TRUST
SUMMARY OF ADMINISTRATION FUNCTIONS
DLB FUND GROUP
SUGGESTED FUND AUDITOR OR
FUNCTION INVESTORS BANK & TRUST DLB COUNSEL
------------------------- ----------------------------------- ---------------------------------- --------------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
-------------------------
Monitor portfolio Perform tests of certain specific Continuously monitor portfolio A/C - Provide consultation as
compliance in accordance portfolio activity designed from activity and Fund operations in needed on compliance issues.
with the current provisions of the Fund's Prospectus conjunction with 1940 Act,
Prospectus and SAI. and SAI. Follow-up on potential Prospectus, SAI and any other
violations. applicable laws and regulations.
Monitor testing results and
FREQUENCY: DAILY approve resolution of compliance
issues.
Provide compliance Provide a report of compliance Review report. A/C - Provide consultation as
summary package. testing results. needed.
FREQUENCY: MONTHLY
Perform asset Perform asset diversification tests Continuously monitor portfolio A - Provide consultation as
diversification testing at each tax quarter end. Follow-up activity in conjunction with IRS needed in establishing
to establish on issues. requirements. Review test results positions to be taken in tax
qualification as a RIC. and take any necessary action. treatment of particular issues.
Approve tax positions taken. Review quarter end tests on a
FREQUENCY: QUARTERLY current basis.
---------------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION (CONT.)
---------------------------------
Perform qualifying income Perform qualifying income testing Continuously monitor portfolio A- Consult as needed on tax
testing to establish (on book basis income, unless activity in conjunction with IRS accounting positions to be
qualification as a RIC. material differences are requirements. Review test results taken. Review in conjunction
anticipated) on quarterly basis and and take any necessary action. with year-end audit.
as may otherwise be necessary. Follow-up on issues. Approve tax positions taken.
FREQUENCY: QUARTERLY
SUGGESTED FUND AUDITOR OR
FUNCTION INVESTORS BANK & TRUST DLB COUNSEL
------------------------- ----------------------------------- ---------------------------------- --------------------------------
Prepare the Fund's annual Prepare preliminary expense budget. Provide asset level projections.
expense budget. Notify fund accounting of new Approve expense budget.
Establish daily accruals. accrual rates
FREQUENCY: ANNUALLY
Monitor the Fund's Monitor actual expenses updating Provide asset level projections C/A - Provide consultation as
expense budget. Review budgets/ expense accruals. Review quarterly. Provide vendor requested.
the Fund's multi-class expense differentials among classes information as necessary. Review
expense differentials. to ensure consistency with Rule expense analysis and approve
18f-3 or the Fund's exemptive budget revisions.
application and the Fund's private
letter ruling or published ruling.
FREQUENCY: QUARTERLY
Receive and coordinate Propose allocations of invoice Approve invoices and allocations
payment of fund expenses. among Funds and obtain authorized of payments. Send invoices to IBT
approval to process payment. in a timely manner.
FREQUENCY: AS OFTEN AS NECESSARY
---------------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION (CONT.)
---------------------------------
Calculate total return Provide total return calculations. Review total return information.
information on Funds as
defined in the current
Prospectus and SAI.
FREQUENCY: MONTHLY
---------------------------------
---------------------------------
Prepare responses to Prepare, coordinate as necessary, Identify the services to which the
major industry and submit responses to the Funds report. Provide information
questionnaires. appropriate agency as requested.
FREQUENCY: AS OFTEN AS NECESSARY
Prepare disinterested Summarize amounts paid to Provide social security numbers
director/trustee Form directors/trustees during the and current mailing address for
1099-Misc. calendar year. Prepare and mail trustees. Review and approve
Form 1099-Misc. information provided for Form
FREQUENCY: ANNUALLY 1099-Misc.
SUGGESTED FUND AUDITOR OR
FUNCTION INVESTORS BANK & TRUST DLB COUNSEL
------------------------- ----------------------------------- ---------------------------------- --------------------------------
------------------------------------------------
FINANCIAL REPORTING
------------------------------------------------
SUGGESTED FUND AUDITOR OR
FUNCTION INVESTORS BANK & TRUST DLB COUNSEL
------------------------- ----------------------------------- ---------------------------------- --------------------------------
Coordinate the annual Coordinate the creation of Provide past financial statements A - Perform audit and issue
audit and semi-annual templates reflecting and other information required to opinion on annual financial
preparation and printing client-selected standardized create templates, including report statements.
of financial statements appearance and text of financial style and graphics. Approve
and notes with statements and footnotes. Draft and format and text as standard. A/C - Review reports.
management, fund manage production cycle. Coordinate Approve production cycle and
accounting and the fund with IBT fund accounting the assist in managing to the cycle.
auditors. electronic receipt of portfolio and Coordinate review and approval by
general ledgar information. Assist portfolio managers of portfolio
in resolution of accounting issues. listings to be included in
Using templates, draft financial financial statements. Prepare
statements, coordinate auditor and appropriate management letter and
management review, and clear coordinate production of
comments. Coordinate printing of Management Discussion and
reports and XXXXX conversion with Analysis. Review and approve
outside printer and filing with the entire report. Make appropriate
SEC via XXXXX. representations in conjunction
with audit.
FREQUENCY: ANNUALLY/SEMI-ANNUALLY
-------------------------
LEGAL
-------------------------
Prepare and file Form Prepare form for filing. Obtain Provide appropriate responses. C - Review initial filing.
N-SAR. any necessary supporting documents. Review and authorize filing. A - Provide annual audit
File with SEC via XXXXX. internal control letter to
accompany the annual filing.
Provide annual multi-class
FREQUENCY: SEMI-ANNUALLY report when applicable.
SUGGESTED FUND AUDITOR OR
FUNCTION INVESTORS BANK & TRUST DLB COUNSEL
------------------------- ----------------------------------- ---------------------------------- --------------------------------
Prepare amendments to Prepare and coordinate the filing Review and approve. C - Review and approve filings.
Registration Statement. of post-effective amendments. A/C - Provide consents as
Coordinate with outside printers appropriate.
FREQUENCY: ANNUAL UPDATE the Xxxxx conversion, filing with
(INCLUDES UPDATING the SEC and printing of prospectus.
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 approve filings.
supplements. supplements. File with the SEC via 1 A/C - Provide consents as
Xxxxx. Coordinate printing of appropriate.
supplements.
FREQUENCY: AS OFTEN AS REQUIRED
Preparation and filing Accumulate capital stock Review and approve filing. C - Approve 24f-2 Notice.
of 24f-2 Notice. information and draft Form 24f-2.
Notice. File approved Form with A - Review informally when
SEC via Xxxxx. requested
FREQUENCY: ANNUALLY
Proxy Material/ Prepare drafts of proxy material Review and approve proxy. C - Review and approve proxy.
Shareholder Meetings for review, file materials or
coordinate filing with SEC and
coordinate printing. Assist proxy
solicitation firm and prepare
scripts. Attend meeting and
prepare minutes.
FREQUENCY: AS NEEDED
Assist in updating of Make annual filing of fidelity bond Obtain required fidelity bond
fidelity bond insurance insurance material with the SEC. insurance coverage. Monitor level
coverage. of fidelity bond insurance
maintained in accordance with
FREQUENCY: ANNUALLY required coverage.
Respond to regulatory Compile and provide documentation Coordinate with regulatory C - Provide consultation as
audits. pursuant to audit requests. Assist auditors to provide requested needed.
client in resolution of audit documentation and resolutions to
inquiries. inquiries.
FREQUENCY: AS NEEDED (AT LEAST ANNUALLY)
SUGGESTED FUND AUDITOR OR
FUNCTION INVESTORS BANK & TRUST DLB COUNSEL
------------------------- ----------------------------------- ---------------------------------- --------------------------------
-------------------------
BLUE SKY
-------------------------
Maintain effective Blue Maintain records of fund sales for Identify states in which filings C - Provide consultation as
Sky notification filings client designated states via PW are to be made. needed on Blue Sky issues.
for states in which Fund Blue2 compliance system. File
Management intends to annual notification renewal Identify exempt transactions to C - Provide consultation on
solicit sales of fund documents and annual sales reports. transfer agent for appropriate product and institutional
shares. File amendments to increase dollar exclusion from blue sky reporting. exemptions.
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 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 File updated registration Inform IBT of filings prior to C - Provide consultation as
registration statement statements, prospectuses, SAIs, SEC filing. needed on Blue Sky filing
with the applicable state supplements thereto, and annual issues.
securities commissions in reports to shareholders upon
coordination with SEC approval/authorization by client.
filing.
FREQUENCY: ANNUAL UPDATES
(INCLUDES REGISTRATION
STATEMENT, PROSPECTUS,
SAI) PLUS ONE ADDITIONAL
FILING PER FISCAL YEAR
-------------------------
TAX
-------------------------
SUGGESTED FUND AUDITOR OR
FUNCTION INVESTORS BANK & TRUST DLB COUNSEL
------------------------- ----------------------------------- ---------------------------------- --------------------------------
Prepare income tax Calculate investment company Provide transaction information A - Provide consultation as
provisions. taxable income, net tax exempt as requested. Identify Passive needed in establishing
interest, net capital gain and Foreign Investment Companies positions to be taken in tax
spillback dividend requirements. (PFICs). Approve tax accounting treatment of particular
Identify book-tax accounting positions to be taken. Approve issues. Perform review in
differences. Track required provisions. conjunction with the year-end
information relating to accounting audit.
differences.
FREQUENCY: ANNUALLY
Calculate excise tax Calculate required distributions Provide transaction information A - Provide consultation as
distributions to avoid imposition of excise tax. as requested. Identify Passive needed in establishing
- Calculate capital gain net Foreign Investment Companies positions to be taken in tax
income and foreign currency (PFICs). Approve tax accounting treatment of particular
gain/loss through October 31. positions to be taken. Review issues. Review and concur with
- Calculate ordinary income and and approve all income and proposed distributions per
distributions through a distribution calculations, share.
specified cut off date. including projected income and
- Project ordinary income from dividend shares. Approve
cut off date to December 31. distribution rates per share and
- Ascertain dividend shares. aggregate amounts. Obtain Board
Identify book-tax accounting approval when required.
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
FREQUENCY: ANNUALLY as required.
-------------------------
TAX (CONT.)
-------------------------
Prepare tax returns Prepare excise and RIC tax returns. Review and sign tax return. A - Review and sign tax return
as preparer.
FREQUENCY: ANNUALLY
SUGGESTED FUND AUDITOR OR
FUNCTION INVESTORS BANK & TRUST DLB COUNSEL
------------------------- ----------------------------------- ---------------------------------- --------------------------------
Prepare Form 1099 Obtain yearly distribution Review and approve information
information. Calculate 1099 provided for Form 1099.
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
REVIEW AND APPROVAL
The attached Summary of Administration Functions has been reviewed and
represents the services currently being provided.
/s/ Xxxxx X. XxXxxxxx 1/18/01
---------------------------------
Signature of Director/ Date
/s/ XxXxxx X. Xxxxxx 1/18/01
---------------------------------
Signature of Authorized Client Representative/ Date
