SUB-ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of ______________, 2001 by and among RS
INVESTMENT TRUST, a Massachusetts business trust (the "Fund"), RS INVESTMENT
MANAGEMENT, INC., a Delaware corporation ("RSIM") and INVESTORS BANK & TRUST
COMPANY, a Massachusetts trust company (the "Bank").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund and RSIM wish to retain the Bank to provide
sub-administration services to its investment portfolios listed on Exhibit A
attached hereto and made a part hereof, as such Exhibit A may be amended from
time to time (each a "Portfolio"), and the Bank wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and intending to be legally bound hereby the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of the Fund or RSIM and any
other person duly authorized by an officer of the Fund or RSIM to give
Oral and Written Instructions on behalf of the Fund or RSIM. Such
persons are listed in the Certificate attached hereto as the
Authorized Persons Appendix as such appendix may be amended in writing
by the Fund or RSIM from time to time. The Fund or RSIM may limit the
scope of an Authorized Person's authority by setting such limitation
forth in the Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Change of Control" means a change in ownership or control (not
including transactions between wholly-owned direct or indirect
subsidiaries of a common parent) of 25% or more of the beneficial
ownership of the shares of common stock or shares of beneficial
interest of an entity or its parent(s).
(f) "Oral Instructions" mean oral instructions received by the Bank from
an Authorized Person or from a person reasonably believed by the Bank
to be an Authorized Person.
(g) "SEC" means the Securities and Exchange Commission.
(h) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act and
the CEA.
(i) "Shares" means the shares of beneficial interest of any series or
class of the Fund.
(j) "Written Instructions" mean written instructions signed by an
Authorized Person and received by the Bank. The instructions may be
delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. APPOINTMENT. The Fund and RSIM hereby appoint the Bank to provide
sub-administration services to each Portfolio, in accordance with the terms
set forth in this Agreement. The Bank accepts such appointment and agrees
to furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable, will
provide the Bank with the following:
(a) certified or authenticated copies of the resolutions of the Fund's
Board of Trustees, approving the appointment of the Bank or its
affiliates to provide services to each Portfolio and approving this
Agreement;
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(b) a copy of the Fund's most recent effective registration statement;
(c) a copy of each Portfolio's advisory agreement or agreements;
(d) a copy of the distribution agreement with respect to each class of
Shares representing an interest in each Portfolio;
(e) a copy of any additional administration agreement with respect to each
Portfolio;
(f) a copy of any shareholder servicing agreement made in respect of the
Fund or any Portfolio; and
(g) copies (certified or authenticated, where applicable) of any and all
amendments or supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS.
The Bank undertakes to comply with all applicable requirements of the
Securities Laws, and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be performed
by the Bank hereunder. Except as specifically set forth herein, the Bank
assumes no responsibility for such compliance by the Fund, RSIM, or any
Portfolio.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, the Bank shall act only
upon Oral Instructions and Written Instructions.
(b) the Bank shall be entitled to rely upon any Oral Instructions or
Written Instructions it receives from an Authorized Person (or from a
person reasonably believed by the Bank to be an Authorized Person)
pursuant to this Agreement. The Bank may assume that any Oral
Instruction or Written Instruction received hereunder is not in any
way inconsistent with the provisions of organizational documents or
this Agreement or of any vote, resolution or proceeding of RSIM or of
the Fund's Board of Trustees or of the Fund's shareholders, unless and
until the Bank receives Written Instructions to the contrary.
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(c) The Fund or RSIM, as applicable, agrees to forward to the Bank Written
Instructions confirming Oral Instructions so that the Bank receives
the Written Instructions by the close of business on the same day that
such Oral Instructions are received. The fact that such confirming
Written Instructions are not received by the Bank shall in no way
invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions. Where Oral Instructions or
Written Instructions reasonably appear to have been received from an
Authorized Person, the Bank shall incur no liability to the Fund or
RSIM in acting upon such Oral Instructions or Written Instructions
provided that the Bank's actions comply with the other provisions of
this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF THE FUND. If the Bank is in doubt as to any action it should
or should not take, the Bank may request directions or advice,
including Oral Instructions or Written Instructions, from the Fund.
(b) ADVICE OF COUNSEL. If the Bank shall be in doubt as to any question of
law pertaining to any action it should or should not take, the Bank
may request advice at its own cost from such counsel of its own
choosing (who may be counsel for the Fund or the Fund's investment
adviser).
(c) CONFLICTING ADVICE. In the event of a conflict between directions,
advice or Oral Instructions or Written Instructions the Bank receives
from the Fund or RSIM and the advice the Bank receives from counsel,
the Bank may rely upon and follow the
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advice of counsel, provided that it takes reasonable steps to notify
the Fund and RSIM of its intention to follow such advice. In the
event the Bank so relies on the advice of counsel, the Bank remains
liable for any action or omission on the part of the Bank which
constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard by the Bank of any duties, obligations or
responsibilities set forth in this Agreement.
(d) PROTECTION OF THE BANK. The Bank shall be protected in any action it
takes or does not take in reliance upon directions, advice or Oral
Instructions or Written Instructions it receives from the Fund, RSIM
or from counsel and which the Bank believes, in good faith, to be
consistent with those directions, advice and Oral Instructions or
Written Instructions. Nothing in this section shall be construed so as
to impose an obligation upon the Bank to seek such directions, advice
or Oral Instructions or Written Instructions. Nothing in this
subsection shall excuse the Bank when an action or omission on the
part of the Bank constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard by the Bank of any duties,
obligations or responsibilities set forth in this Agreement.
7. RECORDS; VISITS.
(a) The books and records pertaining to RSIM, the Fund (and each
Portfolio), respectively, which are in the possession or under the
control of the Bank, shall be the property of RSIM or the Fund,
respectively. Such books and records shall be prepared and maintained
as required by the 1940 Act and other applicable securities laws,
rules and regulations. The Fund, RSIM and Authorized Persons, as
applicable, shall have access to such books and records at all times
during the Bank's normal business hours. Upon the reasonable request
of the Fund or RSIM, copies of any such books and records shall be
provided by the Bank to the Fund, RSIM or to an Authorized Person, as
applicable, at the Fund's or RSIM's expense.
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(b) The Bank shall keep the following records:
(i) all books and records with respect to each Portfolio's books of
account;
(ii) records of each Portfolio's securities transactions; and
(iii) all other books and records as the Bank is required to maintain
pursuant to Rule 31a-1 of the 1940 Act in connection with the
services provided hereunder.
8. CONFIDENTIALITY. The Bank agrees to keep confidential all records of the
Fund and RSIM and information relating to the Fund, its shareholders and
RSIM, unless the release of such records or information is otherwise
consented to, in writing, by the Fund or RSIM, as applicable. The Fund and
RSIM agree that such consent shall not be unreasonably withheld. Such
consent shall not be required where the Bank may be exposed to civil or
criminal contempt proceedings or when required to divulge such information
or records to duly constituted authorities.
9. DISASTER RECOVERY. The Bank shall enter into and shall maintain in effect
with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. In the event of equipment
failures, the Bank shall, at no additional expense to the Fund or RSIM,
take reasonable steps to minimize service interruptions. The Bank shall
have no liability with respect to the loss of data or service interruptions
caused by equipment failure, provided such loss or interruption is not
caused by the Bank's own willful misfeasance, bad faith, gross negligence
or reckless disregard of its duties or obligations under this Agreement.
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10. COMPENSATION. As compensation for services rendered by the Bank during
the term of this Agreement, RSIM will pay to the Bank a fee or fees as may
be agreed to in writing by RSIM, the Fund and the Bank.
11. INDEMNIFICATION. The Fund, on behalf of each Portfolio, and RSIM agree
to indemnify and hold harmless the Bank, its directors, officers, employees
and agents against, and hold it and them harmless from, any and all losses,
claims, damages, liabilities or expenses (including legal fees and
expenses), including, without limitation, liabilities arising under the
Securities Laws and any state or foreign securities and blue sky laws, and
amendments thereto, arising directly or indirectly from any action or
omission to act which the Bank takes hereunder. Neither the Bank, nor any
of its affiliates, shall be indemnified against any liability (or any
expenses incident to such liability) arising out of the Bank's or its
affiliates' own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement. Any amounts
payable by the Fund hereunder shall be satisfied only against the
Portfolio's assets and not against the assets of any other investment
portfolio of the Fund.
12. RESPONSIBILITY OF THE BANK.
(a) The Bank shall be under no duty to take any action on behalf of RSIM,
the Fund or the Portfolio except as specifically set forth herein or
as may be specifically agreed to by the Bank in writing. The Bank
shall be obligated to exercise reasonable care and diligence in the
performance of its duties hereunder, and to act in good faith in
performing services provided for under this Agreement. The
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Bank shall be liable for any damages arising out of the Bank's
failure to perform its duties under this Agreement to the extent
such damages arise out of the Bank's willful misfeasance, bad
faith, gross negligence or reckless disregard of such duties.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) the Bank shall not be liable for
losses beyond its control, provided that the Bank has acted in
accordance with the standard of care set forth above; and (ii) the
Bank shall not be liable for (A) the validity or invalidity or
authority or lack thereof of any Oral Instruction or Written
Instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, and which the Bank
reasonably believes to be genuine; or (B) subject to Section 9, delays
or errors or loss of data occurring by reason of circumstances beyond
the Bank's control, including acts of civil or military authority,
national emergencies, labor difficulties, fire, flood, catastrophe,
acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary, neither
the Bank nor its affiliates shall be liable to RSIM, the Fund or to
any Portfolio for any consequential, special or indirect losses or
damages which RSIM, the Fund or the Portfolio may incur or suffer by
or as a consequence of the Bank's or any affiliates' performance of
the services provided hereunder, whether or not the likelihood of such
losses or damages was known by the Bank or its affiliates.
(d) Each of the Fund and RSIM is a beneficiary under this Agreement and
shall be entitled to enforce any and all provisions of this Agreement.
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13. DESCRIPTION OF SUB-ADMINISTRATION SERVICES.
Subject to the supervision and direction of RSIM, the Bank will assist in
conducting various aspects of the Fund's administrative operations and
undertakes to perform the services described in APPENDIX B hereto.
14. DURATION AND TERMINATION.
(a) The term of this Agreement shall be three years commencing upon the
date hereof (the "Initial Term"), unless earlier terminated as provided
herein. After the expiration of the Initial Term, the term of this
Agreement shall automatically renew for successive three-year terms (each a
"Renewal Term") unless notice of non-renewal is delivered by the
non-renewing party to the other party no later than ninety days prior to
the expiration of the Initial Term or any Renewal Term, as the case may be.
Either party hereto may terminate this Agreement prior to the expiration of
the Initial Term or any Renewal Term in the event the other party violates
any material provision of this Agreement, provided that the violating party
does not cure such violation within ninety days of receipt of written
notice from the non-violating party of such violation.
(b) At any time after the termination of this Agreement, the Fund may, upon
written request, have reasonable access to the records of the Bank relating
to its performance of its duties hereunder.
15. CHANGE OF CONTROL. Notwithstanding any other provision of this Agreement,
in the event of an agreement to enter into a transaction that would result
in a Change of Control of the Fund's adviser or sponsor, the Fund's and
RSIM's ability to terminate the Agreement will be suspended from the time
of such agreement until six months after the Change of Control; provided
that this provision will not limit the initial term set forth in Section __
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hereof (i.e., the Fund and RSIM will not be permitted to terminate the
Agreement until the later of the conclusion of the initial term or the
conclusion of the 6 month period referenced above).
16. NOTICES. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex
or facsimile sending device. Notice shall be effective upon receipt.
Notices shall be addressed:
(a) if to the Bank, at
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxxx, Director, Client Management
With a copy to: Xxxxxx Xxxxx, Assistant General Counsel
(b) if to the Fund, at
RS Investment Trust
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx, Chief Financial Officer;
(c) if to RS Investment Management, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx, Chief Financial Officer;
or (d) if to none of the foregoing, at such other address as shall have
been provided by like notice to the sender of any such notice or other
communication by the other party.
17. AMENDMENTS. This Agreement, or any term thereof, may be changed or waived
only by written amendment,
signed by the party against whom enforcement of such change or waiver is
sought.
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18. DELEGATION; ASSIGNMENT. The Bank may assign its rights and delegate its
duties hereunder to any majority-owned direct or indirect subsidiary of the
Bank, provided that (i) the Bank gives the Fund and RSIM 30 days prior
written notice of such assignment or delegation, (ii) the assignee or
delegate agrees to comply with the relevant provision of the 1940 Act, and
(iii) the Bank and such assignee or delegate promptly provide such
information as the Fund and RSIM may reasonably request, and respond to
such questions as the Fund may reasonably ask, relative to the assignment
or delegation (including, without limitation, the capabilities of the
assignee or delegate).
19. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
20. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
21. MISCELLANEOUS.
(a) This Agreement embodies the entire agreement and understanding between
the parties and supersedes all prior agreements and understandings
relating to the subject matter hereof, provided that the parties may
embody in one or more separate documents their agreement, if any, with
respect to delegated duties and Oral Instructions. The captions in
this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. Notwithstanding any provision
hereof, the services of the Bank are not, nor shall they be, construed
as constituting legal advice or the provision of legal services for or
on behalf of the Fund, RSIM or any other person.
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(b) The parties agree that the Fund is executing this Agreement on behalf
of each Portfolio; that each Portfolio is acting solely on its own
behalf separately from any other investment Portfolio of the Fund and
not jointly or jointly and severally with any other investment
Portfolio of the Fund.
(c) A copy of the Agreement and Declaration of Trust of the Fund is on
file with the Secretary of State of The Commonwealth of Massachusetts,
and notice is hereby given that this instrument is executed on behalf
of the trustees of the Fund as trustees and not individually and that
the obligations of this instrument are not binding upon any of the
trustees, officers, or shareholders of the Fund individually but are
binding only upon the assets and property of the Fund.
(d) This Agreement shall be deemed to be a contract made in Massachusetts
and governed by Massachusetts law, without regard to principles of
conflicts of law.
(e) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
(f) The facsimile signature of any party to this Agreement shall
constitute the valid and binding execution hereof by such party.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
INVESTORS BANK & TRUST COMPANY
By:
-----------------------
Name:_____________________
Title:
---------------------
RS INVESTMENT TRUST, on behalf
of its several constituent Portfolios
By:
----------------------------------
Name:__________________________
Title:
-------------------------------
RS INVESTMENT MANAGEMENT, INC.
By:____________________________
Name:__________________________
Title:___________________________
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EXHIBIT A
THIS EXHIBIT A, dated as of January 1, 1999, is Exhibit A to that certain
Sub-Administration and Accounting Services Agreement dated as of January 1, 1999
among Investors Bank & Trust Company, RS Investment Trust and RS Investment
Management, Inc.
PORTFOLIOS
RS Emerging Growth Fund
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SUGGESTED FUND AUDITOR
FUNCTION INVESTORS BANK & TRUST RS INVESTMENT TRUST OR COUNSEL
------------------------------- --------------------------------- -------------------------------- --------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
-------------------------------
Monitor portfolio compliance in Perform tests of certain specific Continuously monitor portfolio A/C - Provide consultation
accordance with the current portfolio activity designed from activity and Fund operations in as needed on compliance
Prospectus and SAI. provisions of the Fund's conjunction with 1940 Act, issues.
Prospectus and SAI. Follow-up on Prospectus, SAI and any other
potential violations. applicable laws and regulations.
Monitor testing results and
approve resolution of compliance
issues.
FREQUENCY: DAILY
Provide compliance summary Provide a report of compliance Review report. A/C - Provide consultation
package. testing results. as needed.
FREQUENCY: MONTHLY
Perform asset diversification Perform asset diversification Continuously monitor portfolio A - Provide consultation
testing to establish tests at each tax quarter end. activity in conjunction with as needed in establishing
qualification as a RIC. Follow-up on issues. IRS requirements. Review test positions to be taken in
results and take any necessary tax treatment of
action. Approve tax positions particular issues. Review
taken. quarter end tests on a
current basis.
FREQUENCY: QUARTERLY
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SUGGESTED FUND AUDITOR
FUNCTION INVESTORS BANK & TRUST RS INVESTMENT TRUST OR COUNSEL
------------------------------- --------------------------------- -------------------------------- --------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
(CONT.)
-------------------------------
Perform qualifying income Perform qualifying income testing Continuously monitor portfolio A - Consult as needed on
testing to establish (on book basis income, unless activity in conjunction with tax accounting positions
qualification as a RIC. material differences are IRS requirements. Review test to be taken. Review in
anticipated) on quarterly basis results and take any necessary conjunction with year-end
and as may otherwise be necessary. action. Follow-up on issues. audit. Approve tax
positions taken.
FREQUENCY: QUARTERLY
Prepare the Fund's annual Prepare preliminary expense Provide asset level projections.
expense budget. Establish budget. Notify fund accounting Approve expense budget.
daily accruals. of new accrual rates.
FREQUENCY: ANNUALLY
Monitor the Fund's expense Monitor actual expenses updating Provide asset level projections C/A - Provide consultation
budget. budgets/ expense accruals. quarterly. Provide vendor as requested.
information as necessary.
Review expense analysis and
approve budget revisions.
FREQUENCY: MONTHLY
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SUGGESTED FUND AUDITOR
FUNCTION INVESTORS BANK & TRUST RS INVESTMENT TRUST OR COUNSEL
------------------------------- --------------------------------- -------------------------------- --------------------------
MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
(CONT.)
-------------------------------
Receive and coordinate payment Propose allocations of invoice Approve invoices and allocations
of fund expenses. among Funds and obtain authorized of payments. Send invoices to
approval to process payment. IBT in a timely manner.
FREQUENCY: AS OFTEN AS NECESSARY
Calculate periodic dividend Calculate amounts available for Establish and maintain dividend C - Review dividend
rates to bedeclared in accordance distribution. Coordinate review and distribution policies. resolutions in conjunction
with management guidelines. by management and/or auditors. Approve distribution rates per with Board approval.
Notify custody and transfer share and aggregate amounts.
agent of authorized dividend Obtain Board approval when A - Review and concur with
rates in accordance with Board required. proposed distributions
approved policy. Report
dividends to Board as required.
FREQUENCY: MONTHLY/ANNUALLY
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SUGGESTED FUND AUDITOR
FUNCTION INVESTORS BANK & TRUST RS INVESTMENT TRUST OR COUNSEL
------------------------------- --------------------------------- -------------------------------- --------------------------
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 major Prepare, coordinate as necessary, Identify the services to which the
industry questionnaires. and submit responses to the Funds report. Provide information
appropriate agency. as requested.
FREQUENCY: AS OFTEN AS NECESSARY
Prepare disinterested trustee Summarize amounts paid to Provide social security numbers
Form 1099-Misc. trustees during the calendar and current mailing address for
year. Prepare and mail Form trustees. Review and approve
1099-Misc. information provided for Form
1099-Misc.
FREQUENCY: ANNUALLY
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SUGGESTED FUND AUDITOR
FUNCTION INVESTORS BANK & TRUST RS INVESTMENT TRUST OR COUNSEL
------------------------------- --------------------------------- -------------------------------- ------------------------
FINANCIAL REPORTING
-------------------------------
Prepare financial information Prepare selected portfolio and Review financial information.
for presentation to Fund financial information for
Management and Board of inclusion in board material.
Directors.
FREQUENCY: QUARTERLY
Coordinate the annual audit Coordinate the creation of Provide past financial statements A - Perform audit and
and semi-annual preparation and templates reflecting client- and other information required to issue opinion on annual
printing of financial selected standardized appearance create templates, including report financial statements.
statements and notes with and text of financial statements style and graphics. Approve
management, fund accounting and and footnotes. Draft and manage format and text as standard. A/C - Review reports.
the fund auditors. production cycle. Coordinate Approve production cycle and
with IBT fund accounting the assist in managing to the cycle.
electronic receipt of portfolio Coordinate review and approval by
and general ledger information. portfolio managers of portfolio
Assist in resolution of accounting listings to be included in
issues. Using templates, draft financial statements. Prepare
financial statements, coordinate appropriate management letter and
auditor and management review, and coordinate production of
clear comments. Coordinate Management Discussion and
printing of reports and XXXXX Analysis. Review and approve
conversion with outside printer entire report. Make appropriate
and filing with the SEC via XXXXX. representations in conjunction
with audit.
FREQUENCY: ANNUALLY/SEMI-ANNUALLY
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SUGGESTED FUND AUDITOR
FUNCTION INVESTORS BANK & TRUST RS INVESTMENT TRUST OR COUNSEL
------------------------------- --------------------------------- -------------------------------- --------------------------
LEGAL
-------------------------------
Prepare and file Form N-SAR. Prepare form for filing. Obtain Provide appropriate responses. C - Review initial filing.
any necessary supporting Provide applicable Exhibits to A - Provide annual audit
documents. File with SEC via attach to filing. Review and internal control letter
XXXXX. authorize filing. to accompany the annual
filing.
FREQUENCY: SEMI-ANNUALLY
Assist the preparation and Accumulate capital stock Review and approve capital A/C - Review informally
filing of Form 24f-2 Notice. information. stock worksheet. when requested
FREQUENCY: ANNUALLY
Respond to regulatory audits. Compile and provide documentation Coordinate with regulatory C - Provide consultation
pursuant to audit requests. auditors to provide requested as needed.
Assist client in resolution of documentation and resolutions
audit inquiries. to inquiries.
FREQUENCY: AS NEEDED (AT LEAST ANNUALLY)
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SUGGESTED FUND AUDITOR
FUNCTION INVESTORS BANK & TRUST RS INVESTMENT TRUST OR COUNSEL
------------------------------- --------------------------------- -------------------------------- --------------------------
TAX
-------------------------------
Prepare income tax provisions. Calculate investment company Provide transaction information A - Provide consultation
taxable income, net tax exempt as requested. Identify Passive as needed in establishing
interest, net capital gain and Foreign Investment Companies positions to be taken in
spillback dividend requirements. (PFICs). Approve tax accounting tax treatment of
Identify book-tax accounting positions to be taken. Approve particular issues.
differences. Track required provisions. Perform review in
information relating to conjunction with the
accounting differences. year-end audit.
FREQUENCY: ANNUALLY
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SUGGESTED FUND AUDITOR
FUNCTION INVESTORS BANK & TRUST RS INVESTMENT TRUST OR COUNSEL
------------------------------- --------------------------------- -------------------------------- --------------------------
TAX (CONT.)
-------------------------------
Calculate excise tax Calculate required distributions Provide transaction information A - Provide consultation
distributions to avoid imposition of excise tax. as requested. Identify Passive as needed in establishing
- Calculate capital gain net Foreign Investment Companies positions to be taken in
income and foreign currency (PFICs). Approve tax accounting tax treatment of
gain/loss through October 31. positions to be taken. Review particular issues. Review
- Calculate ordinary income and and approve all income and and concur with proposed
distributions through a distribution calculations, distributions per share.
specified cut off date . including projected income and
- Project ordinary income dividend shares. Approve
from cut off date to December distribution rates per share and
31. aggregate amounts. Obtain Board
- Ascertain dividend shares. approval when required.
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
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SUGGESTED FUND AUDITOR
FUNCTION INVESTORS BANK & TRUST RS INVESTMENT TRUST OR COUNSEL
------------------------------- --------------------------------- -------------------------------- -------------------------
TAX (CONT.)
-------------------------------
Prepare tax returns Prepare excise and RIC tax Review and sign tax return A - Review and sign tax
returns. return as preparer.
FREQUENCY: ANNUALLY
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
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AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
__________________________ __________________________
__________________________ __________________________
__________________________ __________________________
__________________________ __________________________
__________________________ __________________________
__________________________ __________________________
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