Exhibit (h)(2)
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the 3rd day of January, 2005, by and between IXIS
Asset Management Advisors, L.P., a Delaware limited partnership ("IXIS
Advisors"), and CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest
Funds Trust III, CDC Nvest Cash Management Trust, CDC Nvest Companies Trust I,
Xxxxxx Xxxxxx Funds I and Xxxxxx Xxxxxx Funds II (collectively, the "Trusts").
WITNESSETH:
WHEREAS, each Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trusts desire to employ IXIS Advisors to provide certain
administrative services to the Trusts in the manner and on the terms set forth
in this Agreement, and IXIS Advisors wishes to perform such services.
NOW, THEREFORE, in consideration of the premises and covenants hereinafter
contained, the parties hereby agree as follows:
1. Appointment and Acceptance. The Trusts hereby employ IXIS Advisors to act as
Administrator of the Trusts on the terms set forth in this agreement. IXIS
Advisors hereby accepts such employment and agrees to furnish the services and
to assume the obligations herein set forth for the compensation herein provided.
The Trusts will initially consist of the series and/or classes of shares (each a
"Fund" and collectively, the "Funds") listed on Schedule A to this Agreement. In
the event that any of the Trusts establish one or more additional Funds with
respect to which such Trust wishes to employ IXIS Advisors to act as
Administrator hereunder, the Trust shall notify IXIS Advisors in writing. Upon
written acceptance by IXIS Advisors, such Fund shall become subject to the
provisions of this Agreement to the same extent as the existing Funds, except to
the extent that such provisions (including those relating to the compensation
and expenses payable by the Trusts and its Funds) may be modified with respect
to each additional Fund in writing by the Trust and IXIS Advisors at the time of
the addition of the Fund.
2. Services Provided by IXIS Advisors.
(a) IXIS Advisors shall perform or arrange for the performance of the various
administrative and clerical services listed in Schedule B hereto. The
administrative services provided hereunder shall be subject to the control,
supervision and direction of the Trusts and the review and comment by the
Trusts' auditors and legal counsel and shall be performed in accordance
with procedures, which may be established from time to time between the
Trusts and IXIS Advisors. IXIS Advisors shall provide the office space,
facilities, equipment and the personnel required by it to perform the
services contemplated herein.
(b) In providing any or all of the services listed in Schedule B hereto, and in
satisfaction of its obligations to provide such services, IXIS Advisors
may, at its expense, enter into agreements with one or more other third
parties to provide such services to the Trusts; provided, however, that
IXIS Advisors shall be as fully responsible to the Trusts for the acts and
omissions of any such third party service providers as it would be for its
own acts or omissions hereunder.
3. Compensation and Expenses.
(a) For the services provided hereunder, the Trusts shall pay IXIS Advisors the
greater of the following:
(1) an annual minimum fee of $5,000,000 payable in monthly installments;
or
(2) a monthly fee (accrued daily) based on the Trusts' average daily net
assets during the calendar month, such fee being calculated at the
annualized rates set forth below:
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Annualized Fee Rate
Average Daily Net Assets As a % of Average Daily Net Assets
-------------------------------------------------------------
$0 - $5 billion 0.0675%
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Next $5 billion 0.0625%
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Over $10 billion 0.0500%
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(3) In addition, each fund becoming effective after January 1, 2004 is
subject to an annual administration fee consisting of a new fund base
fee of $50,000 plus $12,500 per class (if multiple classes) and an
additional $50,000 fee for each multi-manager fund. The parties
understand and agree that the annual minimum set forth in paragraph
(3)(a)(1) above will be reviewed annually and the parties will agree
to an appropriate adjustment taking into consideration new funds added
and funds liquidated or merged out of existence during the year.
(b) In addition, the Trusts shall reimburse IXIS Advisors for its reasonable
out-of-pocket expenses as well as any other advances incurred by IXIS
Advisors with the consent of the Trusts with respect to its provision of
services hereunder. It is agreed that the expenses for Blue Sky
administrative services performed and vendor costs incurred will be paid
directly by the Trusts.
(c) For any period less than a full calendar month, any fees payable to IXIS
Advisors for such period shall be pro-rated for such lesser period. All of
the foregoing fees and expenses will be billed monthly in arrears by IXIS
Advisors. The Trusts shall pay such fees and reimburse such expenses
promptly upon receipt of an invoice therefor and, in no event, later than
five (5) business days after receipt of the invoice.
(d) The Trusts agree promptly to reimburse IXIS Advisors for any equipment and
supplies specially ordered by or for the Trusts through IXIS Advisors at
the request or with the consent of the Trusts, and for any other expenses
not contemplated by this Agreement that IXIS Advisors may incur on behalf
of, at the request of, or with the consent of the Trusts.
(e) The Trusts will bear all expenses that are incurred in its operation and
not specifically assumed by IXIS Advisors. Expenses to be borne by the
Trusts, include, but are not limited to: organizational expenses; cost of
services of independent accountants and outside legal and tax counsel
(including such counsel's review of each Trust's registration statement,
proxy materials, federal and state tax qualification as a regulated
investment company and other reports and materials prepared by IXIS
Advisors under this Agreement); cost of any services contracted for by the
Trusts directly from parties other than IXIS Advisors; cost of trading
operations and
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brokerage fees, commissions and transfer taxes in connection with the
purchase and sale of securities for the Funds; investment advisory fees;
taxes, insurance premiums and other fees and expenses applicable to its
operation; costs incidental to any meetings of shareholders including, but
not limited to, legal and accounting fees, proxy filing fees and the costs
of preparation, printing and mailing of any proxy materials; costs
incidental to Board meetings, including fees and expenses of Board members;
the salary and expenses of any non-affiliated officer or director/trustee
or any employee of the Trusts; costs incidental to the preparation,
printing and distribution of the Trusts' registration statements and any
amendments thereto and shareholder reports; cost of typesetting and
printing of prospectuses; cost of preparation and filing of each of the
Fund's tax returns, Form N-1A, Form N-CSR, Form N-PX, Form N-SAR and Form
N-Q, and all notices, registrations and amendments associated with
applicable federal and state tax and securities laws; all applicable
registration fees and filing fees required under federal and state
securities laws; fidelity bond and directors' and officers' liability
insurance and Independent Trustees errors and omissions liability
insurance; and cost of independent pricing services used in computing each
Fund's net asset value.
4. Limitation of Liability; Indemnification.
(a) IXIS Advisors shall not be liable to the Trusts for any error of judgment
or mistake of law or for any loss arising out of any act or omission by
IXIS Advisors, or any persons engaged pursuant to Section 2(b) hereof,
including officers, agents, and employees of IXIS Advisors and its
affiliates, in the performance of its duties hereunder; provided, however,
that nothing contained herein shall be construed to protect IXIS Advisors
against any liability to the Trusts, the Funds, or the shareholders to
which IXIS Advisors shall otherwise be subject by reason of its willful
misfeasance, bad faith, or negligence in the performance of its duties or
the reckless disregard of its obligations and duties hereunder.
(b) IXIS Advisors will indemnify and hold harmless the Trusts, their officers,
employees, and agents and any persons who control the Trusts (collectively,
the "Trusts Indemnified Parties") and hold each of them harmless from any
losses, claims, damages, liabilities, or actions in respect thereof to
which the Trusts Indemnified Parties may become subject, including amounts
paid in settlement with the prior written consent of IXIS Advisors, insofar
as such losses, claims, damages, liabilities, or actions in respect thereof
arise out of or result from the failure of IXIS Advisors to comply with the
terms of this Agreement.
IXIS Advisors will reimburse the Trusts for reasonable legal or other
expenses reasonably incurred by the Trusts in connection with investigating
or defending against any such loss, claim, damage, liability, or action.
IXIS Advisors shall not be liable to the Trusts for any action taken or
omitted by the Trusts in bad faith or with willful misfeasance or
negligence or with reckless disregard by the Trusts of their respective
obligations and duties hereunder. The indemnities herein shall, upon the
same terms and conditions, extend to and inure to the benefit of each of
the officers of the Trusts and any person controlling the Trusts.
(c) The obligations set forth in this Section 4 shall survive the termination
of this Agreement.
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5. Activities of IXIS Advisors Not Exclusive; Dual Interests.
(a) The services of IXIS Advisors under this Agreement are not to be deemed
exclusive, and IXIS Advisors and any person controlled by or under common
control with IXIS Advisors shall be free to render similar services to
others.
(b) It is understood that any of the officers, employees, and agents of the
Trusts or the Manager may be a shareholder, director, officer, employee, or
agent of, or be otherwise interested in, IXIS Advisors, any affiliated
person of IXIS Advisors, any organization in which IXIS Advisors may have
an interest, or any organization that may have an interest in the Trusts.
Except as otherwise provided by specific provisions of applicable law, the
existence of any such dual interest shall not affect the validity of this
Agreement or any of the transactions hereunder.
6. Representations and Warranties.
(a) The Trusts each represents and warrants to IXIS Advisors that this
Agreement has been duly authorized by each of them and, when executed and
delivered, will constitute a legal, valid, and binding obligation of the
Trusts, enforceable against the Trusts in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium, and other
laws of general application affecting the rights and remedies of creditors
and secured parties.
(b) IXIS Advisors represents and warrants to the Trusts that this Agreement has
been duly authorized by IXIS Advisors and, when executed and delivered by
IXIS Advisors, will constitute a legal, valid, and binding obligation of
IXIS Advisors, enforceable against IXIS Advisors in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium, and
other laws of general application affecting the rights and remedies of
creditors and secured parties.
7. Duration and Termination of this Agreement.
(a) This Agreement shall become effective as of the date first above written
and, unless otherwise terminated, shall continue indefinitely; provided,
however, that this Agreement may be terminated at any time without the
payment of any penalty by either party on not less than sixty (60) days'
written notice to the other party.
(b) This Agreement shall automatically terminate for any Fund in the attached
Schedule A upon the termination of that Fund's Advisory Agreement.
(c) Unless otherwise terminated, this Agreement shall continue in effect for
one year from the date of execution, and from year to year thereafter so
long as such continuance is specifically approved at least annually by the
Board of Trustees of the Trusts.
(d) IXIS Advisors hereby agrees that any books and records prepared hereunder
with respect to the Trusts are the property of the Trusts and shall be
readily accessible to the Trusts and their respective trustees, officers
and agents during normal business hours. IXIS Advisors further agrees that,
upon the termination of this Agreement or otherwise upon request, IXIS
Advisors will surrender promptly to the Trusts copies of all such books and
records.
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8. Amendments and Waivers. This Agreement may be amended by the parties hereto
only if such amendment is specifically approved by the Trusts' Board of
Trustees, and such amendment is set forth in a written instrument executed by
each of the parties hereto. At any time, any of the provisions hereof may be
waived by the written mutual consent of the parties hereto.
9. Notices. All notices or other communications hereunder to either party shall
be in writing and shall be deemed to be received on the earlier of the date
actually received or on the fourth day after the postmark if such notice is
mailed first class postage prepaid. Notices shall be sent to the addresses set
forth below or to such other address as either party may designate by written
notice to the other.
If to IXIS Advisors:
IXIS Asset Management Advisors, L.P.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: President
With a copy to: General Counsel
If to the Trusts:
CDC Nvest Funds Trust I, CDC Nvest Funds Trust II, CDC Nvest Funds
Trust III, CDC Nvest Cash Management Trust, CDC Nvest Companies
Trust I, Xxxxxx Xxxxxx Funds I or Xxxxxx Xxxxxx Funds II
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: President
With a copy to: Secretary
Notice shall also be deemed sufficient if given electronically or by telex,
telecopier, telegram, or other similar means of same day delivery (with a
confirming copy by mail as provided herein).
10. Additional Provisions
(a) Separate Portfolios. This Agreement shall be construed to be made by the
Trusts as a separate agreement with respect to each Fund, and under no
circumstances shall the rights, obligations, or remedies with respect to a
particular Fund be deemed to constitute a right, obligation, or remedy
applicable to any other Fund.
(b) Entire Agreement. This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes any prior
arrangements, agreements, or understandings.
(c) Severability. If any term or provision of this Agreement or the application
thereof to any person or circumstance is held to be invalid or
unenforceable to any extent, the remainder of this Agreement or the
application of such provision to other persons or circumstances shall not
be affected thereby and shall be enforced to the fullest extent permitted
by law.
(d) Governing Law. The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of The Commonwealth of
Massachusetts as then in effect.
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(e) Counterparts. This Agreement may be executed by the parties hereto in one
or more counterparts, and, if so executed, the separate instruments shall
constitute one agreement.
(f) Headings. Headings used in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.
IXIS ASSET MANAGEMENT ADVISORS, L.P.
By IXIS Asset Management Distribution Corporation, its general partner
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President
CDC NVEST FUNDS TRUST I
CDC NVEST FUNDS TRUST II
CDC NVEST FUNDS TRUST III
CDC NVEST CASH MANAGEMENT TRUST
CDC NVEST COMPANIES TRUST I
XXXXXX XXXXXX FUNDS II
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
XXXXXX XXXXXX FUNDS I
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President
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Schedule A
Trust Portfolios
As of: January 3, 2005
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CDC Nvest Funds Trust I
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CDC Nvest Star Advisers Fund
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CDC Nvest Star Value Fund
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CGM Advisor Targeted Equity Fund
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Xxxxxxxxxx International Fund
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Xxxxxx Xxxxxx Core Plus Bond Fund
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Xxxxxx Xxxxxx Government Securities Fund
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Xxxxxxx Xxxxxx Small Cap Value Fund
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Westpeak Capital Growth Fund
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CDC Nvest Funds Trust II
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Xxxxxx Associates Large Cap Value Fund
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Xxxxxx Xxxxxx Massachusetts Tax Free Income Fund
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CDC Nvest Funds Trust III
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CDC IXIS Moderate Diversified Portfolio
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Xxxxxx Associates Focused Value Fund
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IXIS Equity Diversified Portfolio
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CDC Nvest Cash Management Trust
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CDC Nvest Cash Management Trust - Money Market Series
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CDC Nvest Companies Trust I
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AEW Real Estate Fund
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Xxxxxx Xxxxxx Funds I
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Xxxxxx Xxxxxx Benchmark Core Fund
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Xxxxxx Xxxxxx Bond Fund
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Xxxxxx Xxxxxx Fixed Income Fund
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Xxxxxx Xxxxxx Global Bond Fund
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Xxxxxx Xxxxxx High Income Opportunities Fund*
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Xxxxxx Xxxxxx Institutional High Income Fund
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Xxxxxx Xxxxxx Intermediate Duration Fixed Income Fund
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Xxxxxx Xxxxxx Investment Grade Fixed Income Fund
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Xxxxxx Xxxxxx Mid Cap Growth Fund
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Xxxxxx Xxxxxx Small Cap Value Fund
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Xxxxxx Xxxxxx Small Company Growth Fund
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Xxxxxx Xxxxxx Inflation Protected Securities Fund
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* With respect to this Fund only, paragraph 3 of the Agreement is revised to
provide that IXIS Advisors shall be entitled to reasonable compensation for its
services and expenses as Administrator, but Xxxxxx, Xxxxxx & Company, L.P.
("Xxxxxx Xxxxxx), the adviser to the Fund, and not Xxxxxx Xxxxxx Funds I, shall
be responsible for payment of such compensation and expenses relating to the
Fund, as agreed upon by Xxxxxx Xxxxxx in a separate Letter Agreement dated
January 3, 2005.
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Xxxxxx Xxxxxx Funds II
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CDC IXIS International Equity Fund (to be renamed Xxxxxxxxxx Foreign Growth Fund
effective 2/1/05)
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Xxxxxx Xxxxxx Aggressive Growth Fund
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Xxxxxx Xxxxxx Growth Fund
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Xxxxxx Xxxxxx High Income Fund
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Xxxxxx Xxxxxx Investment Grade Bond Fund
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Xxxxxx Xxxxxx Limited Term Government and Agency Fund
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Xxxxxx Xxxxxx Municipal Income Fund
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Xxxxxx Xxxxxx Research Fund
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Xxxxxx Xxxxxx Small Cap Growth Fund
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Xxxxxx Xxxxxx Strategic Income Fund
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Xxxxxx Xxxxxx Tax-Managed Equity Fund
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Xxxxxx Xxxxxx Value Fund
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Xxxxxx Xxxxxx Worldwide Fund
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Schedule B
Description of Services Provided
Dated: January 3, 2005
IXIS Advisors shall perform or arrange for the performance of the following
administration and clerical service:
Corporate Secretarial Services
1. provide Secretary and Assistant Secretaries for the Trusts and other
officers as requested;
2. maintain general corporate calendar, tracking all legal and regulatory
compliance through annual cycles;
3. prepare Board materials for quarterly Board meetings and Board
committee meetings, including agenda and background materials for
annual review of advisory and distribution fees, presentation of
issues to the Board, prepare minutes and follow-up on matters raised
at meetings;
4. maintain charter documents for the Trusts;
5. prepare organizational Board meeting materials for new Funds;
6. draft contracts, assisting in negotiation and planning, as
appropriate, for example advisory, distribution and selling
agreements, transfer agency and custodian agreements, 12b-1 and
shareholder servicing plans and related agreements and various other
agreements and amendments;
7. prepare and file proxy solicitation materials, oversee solicitation
and tabulation efforts, conduct shareholder meetings and provide legal
presence at meetings;
Registration and Disclosure Assistance Services
8. prepare and file amendments to the Funds' registration statement,
including updating prospectuses and SAIs;
9. prepare and file prospectus and SAI supplements, as needed;
10. prepare and file other regulatory documents, including Form N-CSR,
Form N-SAR, Form N-Q, Rule 24f-2 Notices, Form N-PX;
11. establish and maintain a disclosure controls and procedures program to
assist in the funds' officers certification under the Xxxxxxxx-Xxxxx
Act of 2002;
12. obtain and file fidelity bonds and monitor compliance with Rule 17g-1
and Rule 17d-1(7) under the 1940 Act;
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13. obtain and monitor directors' and officers' errors and omissions
policies and Independent Trustees excess errors and omissions
insurance policy;
14. prepare and file shareholder meeting materials and assist with all
shareholder communications;
15. coordinate and monitor state Blue Sky qualification through an
experienced vendor partner;
Legal Consulting and Planning Services
16. provide general legal advice on matters relating to portfolio
management, Fund operations, mutual fund sales, development of
advertising materials, changing or improving prospectus disclosure,
and any potential changes in each Fund's investment policies,
operations, or structure;
17. communicate significant emerging regulatory and legislative
developments to the Advisor, the Trusts and the Board and provide
related planning assistance;
18. develop or assist in developing guidelines and procedures to improve
overall compliance by the Trusts and Funds;
19. provide advice with regard to litigation matters, routine fund
examinations and investigations by regulatory agencies;
20. provide advice regarding long-term planning for the Funds, including
creation of new funds or portfolios, corporate structural changes,
mergers, acquisitions, and other asset gathering plans including new
distribution methods;
21. maintain effective communications with fund counsel and counsel to the
independent Trustees, if any;
22. create and implement timing and responsibility system for outside
legal counsel when necessary to implement major projects and the legal
management of such projects;
23. monitor activities and billing practices of counsel performing
services for the Funds or in connection with related fund activities;
24. provide consultation and advice for resolving compliance questions
along with the Advisor, its counsel, the Trusts and fund counsel;
25. provide active involvement with the management of SEC and other
regulatory examinations;
26. maintain the Trusts' Code of Ethics and monitor compliance of
personnel;
27. maintain the Trusts' Xxxxxxxx-Xxxxx Code of Ethics and monitor
compliance of personnel;
28. maintain procedures to assist the Trusts' in complying with attorney
conduct rules of Xxxxxxxx-Xxxxx Act of 2002
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Transfer Agent Monitoring Services
29. ensure that the content of confirmations, statements, annual and
semi-annual reports, disclosure statements and shareholder
administrative communications conform to regulatory requirements and
are distributed within the mandated time frames;
30. monitor and review transfer agent activity in order to evaluate the
status of regulatory compliance, protect the integrity of the funds
and shareholders, search for systemic weaknesses, and examine for
potential liability and fraud;
31. establish and maintain an anti-money laundering program to assist in
the Funds' compliance with the requirements of the USA PATRIOT Act;
32. investigate and research customer and other complaints to determine
liability, facilitate resolution and promote equitable treatment of
all parties;
33. consult with transfer agent and other staff regarding prospectus and
SAI provisions and requirements, distribution issues including payment
programs, sub-transfer agent arrangements and other regulatory issues;
Treasury Financial Services
34. provide Treasurer and Assistant Treasurers for the Trusts and other
officers as requested;
35. generate portfolio schedules utilizing the Funds' custodian system;
36. create financial statements and financial highlight tables;
37. maintain and update the notes to the financials;
38. supply the Funds' custodian with a listing of audit reports and
schedules;
39. coordinate with external auditors for annual audit;
40. review financial statements for completeness accuracy and full
disclosure;
41. coordinate ROCSOP adjustments with auditors;
42. determine and monitor expense accrual for each fund;
43. verify management and 12b-1 fees calculated by the Funds' custodian;
44. review fund waivers and deferrals;
45. calculate total returns for each fund and respective classes using the
Fundstation system;
46. oversee and review custodial bank services including maintenance of
books and records;
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47. provide service bureaus with funds statistical information;
48. oversee the determination and publication of the Funds' net asset
values;
49. review the calculation, submit for approval by an officer of the
Funds', and arrange for the payment of the Funds' expenses;
50. oversee and review the calculation of fees paid to the Funds' service
providers, including, as applicable, the Funds' investment advisers
and sub-advisers, custodian, transfer agent and distributor and submit
to an officer for Funds' approval;
Treasury Regulatory Services
51. prepare and file annual and semi-annual N-CSR and N-SAR forms with the
SEC;
52. provide Trustees with condensed portfolio information;
53. review securities lending activity;
54. review pricing errors;
55. review fair value pricing;
56. review stale pricing;
57. review collateral segregation;
58. provide bi-monthly summaries of pricing overrides to management;
59. provide a review of expense caps and management fee waivers to
management;
60. review short sales;
61. review derivatives positions;
62. review brokerage commissions;
63. review dividends and capital gain distributions;
Treasury Tax Services
64. provide annual tax information (Form 1099) for each fund or class of
shares to shareholders and transfer agents;
65. calculate distribution of capital gains, income and spill back
requirements;
66. provide estimates of capital gains;
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67. provide 1099 information to vendors;
68. provide service bureaus, brokers and various parties with tax
information notices;
69. prepare excise tax returns;
70. prepare income tax returns;
71. prepare tax identification number filings;
72. perform IRS sub-Chapter M testing for 25% diversification (monthly),
50% diversification (monthly), 90% gross income (monthly), 90% income
distribution requirement (annually), and 98% excise distribution
requirement (annually);
Treasury Compliance Services
73. perform oversight review to ensure investment manager compliance with
investment policies and limitations;
74. obtain and review investment manager certification on adhering to all
investment policies, restrictions and guidelines;
75. monitor SEC diversification with 75% diversification test and Section
12 diversification test;
76. periodically review designated collateral on all fund derivative and
delayed delivery positions;
Treasury Special Services
77. administer daily review of securities lending with lending agent(s);
78. ensure periodic review of Funds for opportunities with lending and
review of current income levels;
79. establish opportunities with investment manager and brokers for
directed commission programs;
80. monitor line of credit arrangement and payment of commitment fees;
81. maintain Trustee payments and monitor deferred compensation
arrangements;
82. provide Trustees and vendors with Form 1099 information;
83. generate expense proformas for new products;
84. negotiate with vendors to ensure new products are brought in at the
lowest costs;
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85. ensure all aspects of new products are operationally ready.
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