Exhibit (h)(6)
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
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$0 - $ 5 billion 0.0675%
Next $ 5 billion 0.0625%
Over $ 10 billion 0.0500%
(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
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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 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
---------------------------------
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
CDC Nvest Star Value Fund
CGM Advisor Targeted Equity Fund
Xxxxxxxxxx International Fund
Xxxxxx Xxxxxx Core Plus Bond Fund
Xxxxxx Xxxxxx Government Securities Fund
Xxxxxxx Xxxxxx Small Cap Value Fund
Westpeak Capital Growth Fund
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CDC Nvest Funds Trust II
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Xxxxxx Associates Large Cap Value Fund
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
Xxxxxx Associates Focused Value Fund
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
Xxxxxx Xxxxxx Bond Fund
Xxxxxx Xxxxxx Fixed Income Fund
Xxxxxx Xxxxxx Global Bond Fund
Xxxxxx Xxxxxx High Income Opportunities Fund*
Xxxxxx Xxxxxx Institutional High Income Fund
Xxxxxx Xxxxxx Intermediate Duration Fixed Income Fund
Xxxxxx Xxxxxx Investment Grade Fixed Income Fund
Xxxxxx Xxxxxx Mid Cap Growth Fund
Xxxxxx Xxxxxx Small Cap Value Fund
Xxxxxx Xxxxxx Small Company Growth Fund
Xxxxxx Xxxxxx Inflation Protected Securities Fund
*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)
Xxxxxx Xxxxxx Aggressive Growth Fund
Xxxxxx Xxxxxx Growth Fund
Xxxxxx Xxxxxx High Income Fund
Xxxxxx Xxxxxx Investment Grade Bond Fund
Xxxxxx Xxxxxx Limited Term Government and Agency Fund
Xxxxxx Xxxxxx Municipal Income Fund
Xxxxxx Xxxxxx Research Fund
Xxxxxx Xxxxxx Small Cap Growth Fund
Xxxxxx Xxxxxx Strategic Income Fund
Xxxxxx Xxxxxx Tax-Managed Equity Fund
Xxxxxx Xxxxxx Value Fund
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;
85. ensure all aspects of new products are operationally ready.
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