Amendment Dated as of March 7, 2007 to the Amended and Restated Sub- Administration Agreement between Morgan Stanley Investment Management Inc., (“MSIM”) and J.P. Morgan Investor Services Co. (“J.P. Morgan”)
Exhibit 99.(h)(3)
Amendment Dated as of March 7, 2007 to the Amended and Restated Sub-Administration Agreement between Xxxxxx Xxxxxxx Investment Management Inc., (“MSIM”) and X.X. Xxxxxx Investor Services Co. (“X.X. Xxxxxx”)
WHEREAS, MSIM, acting as Administrator for Xxxxxx Xxxxxxx Institutional Fund, Inc. (the “Fund”), and X.X. Xxxxxx have entered into an Amended and Restated Sub-Administration Agreement dated as of November 1, 2004 (“Sub-Administration Agreement”) retaining X.X.Xxxxxx to provide certain fund accounting and administration services with respect to the Fund,
NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:
1. Pursuant to Section 10 of the Sub-Administration Agreement, the fee schedule is hereby deleted and replaced with the fee schedule attached hereto (effective October 1, 2006).
IN WITNESS HEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
XXXXXX XXXXXXX INVESTMENT MANAGEMENT, INC.
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Attest: |
/s/ Xxxxxx Xxxxxx |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Xxxxxx Xxxxxx |
Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
President and Principal Executive |
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Officer |
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X.X. XXXXXX INVESTOR SERVICES CO.
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Attest: |
/s/ Xxxxx X. Xxxxxxxxx |
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By: |
/s/ Xxxx X. Xxxxxx |
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Xxxxx X. Xxxxxxxxx |
Name: |
Xxxx X. Xxxxxx |
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Title: |
Vice President |
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MSIF Inc.SubAdmin
THE JPMORGAN CHASE BANK
FEE SCHEDULE
FOR
XXXXXX XXXXXXX INVESTMENT MANAGEMENT
Xxxxxx Xxxxxxx Institutional Fund Trust
Xxxxxx Xxxxxxx Institutional Fund, Inc.
The Universal Institutional Funds, Inc.
The Latin American Discovery Fund, Inc.
The Malaysia Fund, Inc.
Xxxxxx Xxxxxxx Asia-Pacific Fund, Inc.
Xxxxxx Xxxxxxx Emerging Markets Fund, Inc.
Xxxxxx Xxxxxxx India Investment Fund, Inc.
The Thai Fund, Inc.
The Turkish Investment Fund, Inc.
Xxxxxx Xxxxxxx Eastern Europe Fund, Inc.
Xxxxxx Xxxxxxx Emerging Markets Debt Fund, Inc.
Xxxxxx Xxxxxxx Global Opportunity Bond Fund, Inc.
Xxxxxx Xxxxxxx High Yield Fund, Inc.
Xxxxxx Xxxxxxx China A Share Fund, Inc.
Xxxxxx Xxxxxxx Offshore Emerging Markets Fund
Xxxxxx Xxxxxxx Taiwan Portfolio
Revised as October 1, 2006
Fund Accounting Fee Schedule:
Open and Closed End Funds:
The Fund Accounting fee is determined by first calculating the complex level basis point charge*, pro-rating the total charge to each of the funds based upon assets, and then applying either the basis point charge or fund minimum, whichever is higher.
(1) Basis point charge calculated as follows:
• 0.905 bps on first $40 billion
• 0.820 bps on next $20 billion
• 0.70 bps on all assets over $60billion.
(2) Fund minimum calculated as follows:
• “Standard” funds at $25,000
• “Complex” funds at $30,000
• “Super Complex” funds at $50,000
JPMorgan would categorize the Xxxxxx Xxxxxxx book of funds as follows: 42 Standard funds, 24 Complex funds, and 2 Super Complex funds. (details of fund categorization can be provided)
*(Basis point charge will be applied to the aggregate level of the assets of the Xxxxxx Xxxxxxx funds covered under this fee schedule.)
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Daily Fund Accounting – Core Service Set |
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Standard/Automated Inputs |
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Trade Processing |
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Capital Stock Processing |
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Expense Processing |
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Portfolio Income Recognition |
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Corporate Actions Processing |
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Daily Market Value Calculations utilizing automated price vendors |
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Standard/Automated Reporting & Deadlines |
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NAV Calculation (single class) |
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Standard NAV Delivery Timeframe (Based on market close) |
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Rate Calculation for daily distributing funds |
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NAV/Rate reporting to four parties |
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Fund Information Reporting to Client & 3rd Party Reporting Agency |
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Risk Reporting (e.g., Statistics, Past Due Income, etc.) |
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Daily Cash Reconciliation |
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Weekly Asset Reconciliation |
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Monthly SEC Yield calculations |
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Other Core Services |
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External Audit & Client Due Diligence Co-ordination |
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Generally Accepted Accounting Principles and Materially Thresholds to Support a daily valuation environment |
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Fund Accounting - Additional Services |
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Additional Services currently used by Xxxxxx Xxxxxxx |
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Additional Classes of shares |
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$ 1,000/class/year (currently waived) |
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Fair Market Value Calculations |
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$ 1,500/fund/year |
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Market Value Calculations utilizing Manual Prices (Broker Pricing) |
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$ 1.25/quote/day |
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3rd Party Custody Funds (Thai Fund) |
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$ 7,500 additional/fund (currently waived) |
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Projection of Income and Expenses |
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$ 500/fund/year (currently waived) |
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Fund Mergers / Liquidations / Launches / Tender Offers / Rights Offerings / Stock Splits/ In-kind transactions |
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$ 1,000 per event (currently waived) |
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Customized Programming |
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At Cost |
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Out of Pocket Expenses (including SAS 70) |
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At Cost |
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Additional Services NOT currently used by Xxxxxx Xxxxxxx |
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Non-standard delivery timeframe of NAV’s/Rates |
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TBD |
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Manual End of Day NAV/Rate Reporting |
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TBD |
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End of Day NAV/Rate Delivery for more than Four Parties |
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TBD |
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Materiality thresholds below market accepted levels based on Industry Standards |
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TBD |
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Daily or Weekly SEC yield calculations |
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$ 2,500 per fund per year |
Derivatives:
Processing of exchange traded and over-the-counter derivatives is currently included in the fund accounting fees above and assumes current activity levels. Any significant increases in volume or processing requirements may result in a need to review the fee schedule to contemplate additional charges and/or a need to move processing into a more appropriate operational model. JPMorgan offers a full suite of Global Derivatives services and a fee schedule for these services is available upon request.
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Fund Administration Fee Schedule:
Open and Closed End Funds:
The Fund Administration fee is determined by first calculating the complex level basis point charge*, pro-rating the total charge to each of the funds based upon assets, and then applying either the basis point charge or fund minimum, whichever is higher.
(1) Basis point charge calculated as follows:
• 0.985bps on first $40 billion
• 0.940bps on next $20 billion
• 0.845bps on all assets over $60 billion
(2) Fund minimum calculated as follows:
• $30,000 per fund
*(Basis point charge will be applied to the aggregate level of assets of the Xxxxxx Xxxxxxx funds covered under this fee schedule.)
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Compliance and Treasury—Core Service Set (Including preparation, review, and distribution of the following): |
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Daily 1940 Act Compliance Monitoring (see compliance responsibilities manual for a detailed description of services provided) |
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Daily Prospectus/SAI Compliance Monitoring (see compliance responsibilities manual for a detailed description of services provided) |
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Quarterly IRS Diversification, Quarterly Tax Exempt Diversification & Annual 90% Good Income Tests |
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Provide Form N-1A / N-2 / 24f-2 Filing Data |
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Budgeting, Expense Accruals, Cash Disbursements and Due Diligence Reporting |
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Audit Co-ordination and Support |
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Reporting |
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Quarterly Board Reporting |
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Monthly Management Reporting |
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Monthly Survey Reporting (10 Surveys at no charge – thereafter $500 per survey per fund charge) |
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Monthly Portfolio Turnover & Long-term Cost Rollforward |
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Periodic Distribution Calculations |
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Monthly Performance Reporting (Pre-Tax) (NAV & Market - Closed End Funds) |
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Tax Reporting |
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Annual ICI Primary & Secondary 1099 Misc Preparation |
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Blue Sky Reporting |
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Compliance & Treasury - Additional Services |
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Additional Services currently used by Xxxxxx Xxxxxxx |
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Securities lending limitations |
$500 per fund (currently waived) |
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Repo Agreement Compliance Monitoring |
$500 per fund (currently waived) |
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Rule 18/f/10666 |
$500 per fund (currently waived) |
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Daily 2a-7 Reporting |
$500 per fund (currently waived) |
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Rule 38a-1 Chief Compliance Officer Support Services |
$600 per fund |
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Administration of Deferred Directors’ compensation plan |
$500 per fund (currently waived) |
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Monthly Web-site Reporting |
$1,000 per report (currently waived) |
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Fund Mergers / Liquidations / Launches / Tender Offers / Rights Offerings / Stock Splits |
$5,000 per event (currently waived) |
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Total Return Performance Reporting |
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Post-Tax Reporting (yearly) |
No charge |
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Client Specific Reporting/ Services |
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Daily Cap Stock Flows File |
$100 per report (currently waived) |
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Monthly Cap Stock Turnover |
$500 per report (currently waived) |
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Monthly Undistributed Cap Gains Reporting |
$500 per report (currently waived) |
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Closed Account Run-off |
$500 per schedule per fund (currently waived) |
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Weekly Money Market Survey Reporting |
$500 per survey per week (currently waived) |
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Venezuelan Tax Returns & G-Tax Filing Information |
$1,000 per return/filing (currently waived) |
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Osaka Stock Exchange Reporting |
$5,000 per report (currently waived) |
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Buyback / DWAC Closed End Share Program |
$1,000 per event (currently waived) |
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Broker Commissions Enhanced Reporting (soft dollar) |
$5,000 per report (currently waived) |
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Monthly Derivatives Summary Reporting |
$500 per report (currently waived) |
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Form N-14 Filing Data |
$1,000 per fund (currently waived) |
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Customized Programming |
At Cost |
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Out of Pocket Expenses (including CCO Agreed Upon Procedures Reporting) |
At Cost, plus administrative charges |
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Additional Services NOT currently used by Xxxxxx Xxxxxxx |
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Total Return Performance Reporting |
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Pre-Tax Reporting (daily) |
$1,000 per class |
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Benchmark Reporting |
At cost for benchmark functionality and data plus $1,000 per index |
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Additional miscellaneous reports |
$500 per report |
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Tax Core Service Scope
Includes preparation and review of:
• Fiscal and excise tax provisions (includes all book/tax adjustments except those noted in the additional services section)
• Federal income, state income and Federal excise tax returns (including filings by extended due dates)
• Year end re-characterizations, return of capital, foreign tax credit , annual QDI and tax exempt percentage for completion of Form 1099 DIV
• Year end shareholder reporting requirements ( state by state, country by country, treas. Inc./assets, intangible tax)
• IRS asset diversification and good income tests
• Periodic distributions
• 60 day notice information
• Quarterly tax exempt asset test and annual foreign security asset test
• Annual QII
Tax shelter reporting
Tax preparation and review of all items regarding liquidations or mergers
Up to 25 hours of tax consultation and research per year per Fund Complex
Review of complex corporate actions
Preparation and review of one income distribution estimate, including capital gains, during the fund’s fiscal year
Support financial statement process by preparing and reviewing the following:
• ROC SOP disclosure
• Tax Footnote disclosure
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Tax Additional Service |
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Additional Services currently used by Xxxxxx Xxxxxxx |
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· REMIC OID calculations/ CDO calculations (excludes MSIFT funds) |
$1,500 per fund per year |
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· REIT Funds (excludes MSUIF and MSIF Real Estate Funds) |
$1,500 per fund per year |
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· Greater than one distribution estimate |
$500 per fund per event |
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· Pre merger tax analytics |
$500 per fund per year |
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Additional Services NOT currently used by Xxxxxx Xxxxxxx |
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· Equalization calculations |
$1,000 per fund per year |
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· Monthly QII |
$3,000 per fund per year |
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· Periodic QDI estimates |
$500 per fund per year |
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· Accelerated Fiscal or Excise Tax Reporting |
$500 per fund per year |
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· Tax consulting above 25 hours annually |
$100 per hour |
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· Signature on tax return filings as paid preparer |
$2,500 per fund per year |
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· FIRPTA calculations |
$500 per fund per year |
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· Letter ruling requests |
$100 per hour |
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Financial Reporting Core Service Set (Includes Preparation, review, and distribution of the following: )
Co-ordination, preparation and review of financial statements (annual and semi-annual), including:
• Statement of Investments, Statement of Assets & Liabilities, Statement of Operations
• Statement of Changes in Net Assets, Statement of Cash Flows
• Financial Highlights
• Notes to Financial Statements
• Review of MD&A
• Preparation and review of line graphs and performance information
Preparation, review and filing of SEC Form N-SAR
Review of SEC Form N-CSR
Financial Reporting - Additional Services
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Additional Services currently used by Xxxxxx Xxxxxxx |
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N-14 or Seed Financial Statements |
$2,000 per fund per instance |
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Preparation and review of Form 5500 |
$1,000 per form (currently waived) |
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Preparation and Review of Form N-Q |
$750/fund/year |
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Framemaker Typesetting Package |
$4,000/fund/year |
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Preparation and Review of India Mauritius filing (where appropriate) |
$750 per filing (currently waived) |
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Customized Programming |
At Cost |
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Out of Pocket Expenses |
At Cost |
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