MUTUAL FUND SERVICES AGREEMENT Fund Accounting, fund financial reporting, Tax, and treasury/compliance Services American Century Global Investment Management, Inc. July 2, 2008
EXHIBIT (h)(4)
EXECUTION
COPY
MUTUAL
FUND SERVICES AGREEMENT
Fund
Accounting, fund financial reporting, Tax, and treasury/compliance
Services
American
Century Global Investment Management, Inc.
July
2, 2008
X.X.
Xxxxxx Investor Services Co.
Table of
Contents
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Section
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Page
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1.
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Appointment
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1
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2.
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Representations
and Warranties
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1
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3.
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Delivery
of Documents
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3
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4.
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Services
Provided
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4
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5.
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Fees
and Expenses
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4
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6.
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Limitation
of Liability and Indemnification
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6
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7.
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Term
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8
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8.
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Notices
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8
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9.
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Waiver
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9
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10.
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Force
Majeure
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9
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11.
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Amendments
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9
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12.
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Change
Process
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10
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13.
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Severability
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9
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14.
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Governing
Law
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9
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15.
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Confidentiality
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9
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| Signatures | 10 |
Schedule
A -- Fees and Expenses
Schedule
A-1 – List of Funds Organized Under the
Investment
Company Act of 1940 (“40-Act Funds”)
Schedule
A-2--- List of 40-Act Fund of Funds
Schedule
A-3—List of Non 40-Act Fund of Funds
Schedule
A-4—List of Subadvised, Separate and
Corporate
Funds/Accounts
Schedule
A-5 –List of Commingled Trusts
Schedule
B -- General Description of Fund Accounting
Services
Schedule
C – General Description of Fund Financial Reporting, Tax,
and
Treasury/Compliance Services
Schedule
D -- Minimum Service Levels Applicable to Fund Accounting Services,
Fund
Financial
Reporting, Tax, and Treasury/Compliance Services
AGREEMENT made as of July 2, 2008 by
and between American Century Global Investment Management, Inc. (“ACGIM"), a
Delaware corporation and X.X. Xxxxxx Investor Services Co. (“X.X. Xxxxxx”), a
Delaware corporation.
W
I T N E S S E T H:
WHEREAS, ACGIM is registered as an
investment advisor under the Investment Advisors Act of 1940, as amended (the
“Advisors Act”); and
WHEREAS, ACGIM is the investment
advisor for the open-end management investment companies listed in Schedules A-1
and A-2 (the “Funds”), as well as for the fund of funds listed in Schedule A-3,
those client accounts listed in Schedule A-4, and the commingled trusts listed
in Schedule A-5 (Schedules A-1 through A-5 are collectively designated the
“Clients”);
WHEREAS, ACGIM wishes to contract
with X.X. Xxxxxx to provide certain services to ACGIM with respect to the
Clients;
NOW, THEREFORE, in consideration of
the premises and mutual covenants herein contained, it is agreed between the
parties hereto as follows:
1. Appointment. ACGIM
hereby appoints X.X. Xxxxxx to provide services for the Clients, as described
hereinafter, for the period and on the terms set forth in this
Agreement. X.X. Xxxxxx accepts such appointment and agrees to furnish
the services herein set forth in return for the compensation as provided in
Section 5 of and Schedule A to this Agreement.
2. Representations
and Warranties.
(a) X.X.
Xxxxxx represents and warrants to ACGIM that:
(i) X.X.
Xxxxxx is a corporation, duly organized and existing under the laws of the State
of Delaware;
(ii) X.X.
Xxxxxx is duly qualified to carry on its business in the Commonwealth of
Massachusetts;
(iii) X.X.
Xxxxxx is empowered under applicable laws and by its Certificate of
Incorporation and By-Laws to enter into and perform this Agreement;
1
(iv) all
requisite corporate proceedings have been taken to authorize X.X. Xxxxxx to
enter into and perform this Agreement;
(v) X.X.
Xxxxxx has, and will continue to have, access to the facilities, personnel and
equipment required to fully perform its duties and obligations
hereunder;
(vi) no
legal or administrative proceedings have been instituted or threatened which
would impair X.X. Xxxxxx’x ability to perform its duties and obligations under
this Agreement;
(vii) X.X.
Xxxxxx’x entrance into this Agreement shall not cause a material breach or be in
material conflict with any other agreement or obligation of X.X. Xxxxxx or any
law or regulation applicable to X.X. Xxxxxx; and
(viii)
assuming execution and delivery of this Agreement by ACGIM, this Agreement is
X.X. Xxxxxx’x legal, valid and binding obligation, enforceable in accordance
with its terms.
(b) ACGIM
represents and warrants to X.X. Xxxxxx that:
(i) ACGIM
is a corporation, duly organized and existing and in good standing under the
laws of Delaware;
(ii) ACGIM
is empowered under applicable laws and by its Charter Document and By-Laws to
enter into and perform this Agreement;
(iii) all
requisite proceedings have been taken to authorize ACGIM to enter into and
perform this Agreement;
(iv) ACGIM
is registered as an investment advisor under the Advisors Act;
(v) with
respect to each Fund listed in Schedule A-1 and A-2, a registration statement on
Form N-1A filed under the Securities Act of 1933, as amended ("1933 Act") and
the Investment Company Act has been filed and will be effective and will remain
effective during the term of this Agreement, and all necessary filings under the
laws of the states will have been made and will be current during the term of
this Agreement;
(vi) no
legal or administrative proceedings have been instituted or threatened which
would impair ACGIM’s ability to perform its duties and obligations under this
Agreement;
2
(vii) the
Funds’ registration statements comply in all material respects with the 1933 Act
and the Investment Company Act (including the rules and regulations thereunder)
and none of the Fund’s prospectuses and/or statements of additional information
contain any untrue statement of material fact or omit to state a material fact
necessary to make the statements therein not misleading; and
(viii) ACGIM’s
entrance into this Agreement shall not cause a (a) material breach or be in
material conflict with any other agreement or (b) obligation of ACGIM or any law
or regulation applicable to it.
3. Delivery of
Documents. ACGIM will promptly furnish to X.X. Xxxxxx such
copies, properly certified or authenticated, of contracts, documents and other
related information that X.X. Xxxxxx may reasonably request or requires to
properly discharge its duties. Such documents may include but are not limited to
the following:
(a) Resolutions
of the Board of Directors of ACGIM authorizing the appointment of X.X. Xxxxxx to
provide certain services to ACGIM and approving this Agreement;
(b) ACGIM’s
Charter Document;
(c) ACGIM’s
By-Laws;
(d) The
Funds’ Notification of Registration on Form N-8A as filed with the Securities
and Exchange Commission ("SEC");
(e) The
Funds’ registration statement including exhibits, as amended, on Form N-1A (the
"Registration Statement") under the 1933 Act and the Investment Company Act, as
filed with the SEC;
(f) Copies
of the Investment Advisory Agreement between the Clients and ACGIM (the
"Advisory Agreement");
(g) Auditors’
reports;
(h) The
Funds’ prospectus(es) and statement(s) of additional information relating to all
funds, series, portfolios and classes, as applicable, and all amendments and
supplements thereto (such Prospectus(es) and Statement(s) of Additional
Information and supplements thereto, as presently in effect and as from time to
time hereafter amended and supplemented, herein called the "Prospectuses");
and
3
(i) Such
other agreements as the Funds may enter into from time to time such as
securities lending agreements, swap agreements, futures and commodities account
agreements, brokerage agreements and options agreements.
4. Services
Provided.
(a) X.X.
Xxxxxx will exercise reasonable care and due diligence by providing the
following services to ACGIM with respect to the Clients, with a detailed
description of each service appearing in the designated Schedules:
(i) Fund
Accounting (Schedule B);
(ii) Fund
Financial Reporting, Tax, and Treasury/Compliance (Schedule C).
X.X. Xxxxxx shall provide the
foregoing Services pursuant to the Service Levels defined in Schedules D and E,
respectively.
(b) X.X.
Xxxxxx will also:
(i) provide
office facilities with respect to the provision of the services contemplated
herein (which may be in the offices of X.X. Xxxxxx or a corporate affiliate of
X.X. Xxxxxx);
(ii) provide
or otherwise obtain personnel sufficient for provision of the services
contemplated herein;
(iii) furnish
equipment and other materials, which are necessary or desirable for provision of
the services contemplated herein; and
(iv) keep
records relating to the services provided hereunder in such form and manner as
X.X. Xxxxxx may xxxx appropriate or advisable. To the extent required
by Section 31 of the Investment Company Act and Section 204-2 of the Investment
Advisers Act of 1940 and the respective rules thereunder, X.X. Xxxxxx
agrees that all such records prepared or maintained by X.X. Xxxxxx relating to
the services provided hereunder are the property of the Funds and will be
preserved for the periods prescribed under Rule 31a-2 under the Investment
Company Act, maintained at the Funds’ expense, and made available in accordance
with such Section and rules.
5. Fees and
Expenses.
(a) As
compensation for the services rendered to ACGIM pursuant to this Agreement ACGIM
shall pay X.X. Xxxxxx monthly fees determined as set forth in Schedule A to
4
this
Agreement. Such fees are to be billed monthly and shall be due and payable upon
receipt of the invoice. Upon any termination of the provision of
services under this Agreement before the end of any month, the fee for the part
of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be payable
upon the date of such termination.
(b) ACGIM
may request additional services, additional processing, or special reports, with
such specifications and requirements documentation as may be reasonably required
by X.X. Xxxxxx. In addition, significant regulatory and legal changes
and changes in the Funds’ status may necessitate additional services, processing
or reports. In either instance, if X.X. Xxxxxx elects to provide such
services or arrange for their provision, it shall be entitled to additional fees
and expenses as negotiated with ACGIM.
(c) X.X.
Xxxxxx will bear its own expenses in connection with the performance of the
services under this Agreement except as provided herein or as agreed to by the
parties. ACGIM agrees to promptly reimburse X.X. Xxxxxx for any
services, equipment or supplies ordered by or for the Client or ACGIM through
X.X. Xxxxxx and for any other expenses that X.X. Xxxxxx may incur on the
Client's behalf at ACGIM’s request. Such other expenses to be
incurred in the operation of the Client account and to be borne by ACGIM,
include, but are not limited to: taxes levied on the services
provided by X.X. Xxxxxx; interest charges; processing services and related fees;
charges and expenses of pricing and data services, costs and expenses of special
telephone and data lines and devices; reprocessing costs to X.X. Xxxxxx caused
by third party errors; copying charges; overtime work when necessitated by
unusual Client requests; microfilm and storage; corporate action services;
reasonable service termination and conversion costs; any expenses necessitated
by regulatory or legal changes; and any extraordinary expenses and other
customary Client expenses. In addition, X.X. Xxxxxx may utilize one
or more independent pricing services to obtain securities prices and to act as
backup to the primary pricing services designated by the Funds, in connection
with determining the net asset values of the Funds. ACGIM will
reimburse X.X. Xxxxxx for the Funds’ share of the cost of such services based
upon the actual usage, or a pro-rata estimate of the use, of the services for
the benefit of the Funds.
(d) All fees,
out-of-pocket expenses, or additional charges of X.X. Xxxxxx shall be billed on
a monthly basis and shall be due and payable upon receipt of the
invoice.
5
(e) X.X.
Xxxxxx will render, after the close of each month in which services have been
furnished, a statement reflecting all of the charges for such
month. Charges remaining unpaid after thirty (30) days shall bear
interest in finance charges equivalent to, in the aggregate, the Prime Rate (as
determined by X.X. Xxxxxx) plus two percent per year.
(f) In
the event that ACGIM is more than sixty (60) days delinquent in its payments of
monthly xxxxxxxx in connection with this Agreement (with the exception of
specific amounts which may be contested in good faith by ACGIM), this Agreement
may be terminated upon thirty (30) days' written notice to ACGIM by X.X.
Xxxxxx. ACGIM must notify X.X. Xxxxxx in writing of any contested
amounts within thirty (30) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are
being investigated.
6. Limitation
of Liability and Indemnification.
(a) X.X.
Xxxxxx shall not be liable for any losses, damages, costs or liabilities,
including reasonable attorneys’ fees and expenses, incurred by the Clients or
ACGIM, in connection with the matters to which this Agreement relates except for
losses, damages, costs or liabilities, including reasonable attorneys’ fees and
expenses caused by or resulting from X.X. Xxxxxx’x willful misfeasance, bad
faith, negligence or reckless disregard of its duties in the performance of X.X.
Xxxxxx’x obligations and duties under this Agreement. X.X. Xxxxxx
shall indemnify and hold ACGIM and its directors, officers, agents and employees
harmless from and against any and all claims, liabilities, losses, damages,
fines, penalties and expenses, including out-of-pocket and incidental expenses
and legal fees (“Losses”) that may be imposed on, incurred by, or asserted
against any or all of them (except for any consequential damages as contemplated
by Section 6(f) herein) in the performance of its/their duties hereunder,
arising out of or attributable to the aforementioned conduct of X.X.
Xxxxxx.
(b) X.X.
Xxxxxx shall not be responsible for, and ACGIM shall indemnify and hold X.X.
Xxxxxx and its directors, officers, agents and employees (collectively the
“Indemnitees”) harmless from and against any and all Losses that may be imposed
on, incurred by, or asserted against, the Indemnitees or any of them (except for
any consequential damages as contemplated by Section 6(f) herein) in the
performance of its/their duties hereunder, including but not limited to those
arising out of or attributable to:
6
(i)
any and all actions of the Indemnitees required to be taken pursuant to this
Agreement;
(ii) the
reliance on or use by the Indemnitees of information, records, or documents
which are received by the Indemnitees and furnished to it or them by or on
behalf of the Funds, and which have been prepared or maintained by ACGIM or any
third party on behalf of ACGIM;
(iii) ACGIM’s
refusal or failure to comply with the terms of this Agreement or ACGIM’s lack of
good faith, or its actions, or lack thereof, involving negligence or willful
misfeasance;
(iv) the
breach of any representation or warranty of ACGIM hereunder;
(v) following
any instructions or other directions of ACGIM or otherwise duly authorized, and
upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this
Agreement;
(vi) any
delays, inaccuracies, errors in or omissions from information or data provided
to X.X. Xxxxxx by ACGIM, ACGIM’s sub-advisers, and other service providers of
ACGIM such as data services, corporate action services, pricing services or
securities brokerage;
(vii) the
offer or sale of shares by the Fund in violation of any requirement under the
Federal securities laws or regulations or the securities laws or regulations of
any state, or in violation of any stop order or other determination or ruling by
any Federal agency or any state agency with respect to the offer or sale of such
shares in such state (1) resulting from activities, actions, or omissions by the
Fund or its other service providers and agents, or (2) existing or arising out
of activities, actions or omissions by or on behalf of the Fund prior to the
effective date of this Agreement;
(viii) any
failure of a Fund’s registration statement to comply with the 1933 Act and the
Investment Company Act (including the rules and regulations thereunder) and any
other applicable laws, or any untrue statement of a material fact or omission of
a material fact necessary to make any statement therein not misleading in a
Fund’s prospectus;
(ix) the
actions taken by the Fund, its investment advisor and/or sub-advisers, and its
distributor in compliance with applicable securities, tax, commodities and other
laws, rules and regulations, or the failure to so comply; and
7
(x)
all actions, inactions, omissions, or errors caused by third parties to whom the
Fund or the Indemnitees have assigned any rights and/or delegated any duties
under this Agreement at the request of or as required by the Fund, its
investment advisors or distributor.
(c) In
addition to and not in limitation of paragraph (b) immediately above, ACGIM also
agrees to indemnify and hold the Indemnitees and each of them harmless from and
against any and all Losses that may be imposed on, incurred by, or asserted
against, the Indemnitees or any of them in connection with or arising out of
X.X. Xxxxxx’x performance under this Agreement, provided the Indemnitees have
not acted with misfeasance, bad faith or negligence.
(d) With
respect to the indemnification provided in this Section, each party shall use
its best efforts to mitigate damages for which the other party may become
responsible.
(e) In
performing its services hereunder, X.X. Xxxxxx shall be entitled to rely on any
oral or written instructions, notices or other communications, including
electronic transmissions, from ACGIM and its officers and directors,
sub-advisers, agents and other service providers which X.X. Xxxxxx reasonably
believes to be genuine, valid and authorized X.X. Xxxxxx shall also
be entitled to rely on the advice and opinions of outside legal counsel and
public accountants retained by the ACGIM, as necessary or
appropriate.
(f) Anything
in this agreement to the contrary notwithstanding, in no event shall either
party be liable for any indirect, incidental, special or consequential losses or
damages of any kind whatsoever (including but not limited to lost profits), even
if that party has been advised of the likelihood of such loss or damage and
regardless of the form of action in which any such loss or damage may be
claimed. This provision shall survive the termination of this
Agreement.
7. Term. This
Agreement shall become effective on the date first hereinabove written and may
be modified or amended from time to time by mutual agreement between the parties
hereto. The Agreement shall continue in effect unless terminated by either party
on 180 days' prior written notice. Upon termination of this Agreement, ACGIM
shall pay to X.X. Xxxxxx such compensation and any out-of-pocket or other
reimbursable expenses which may become due or payable under the terms hereof as
of the date that the provision of service ceases.
8. Notices. Any
notice required or permitted hereunder shall be in writing and shall be deemed
effective on the date of personal delivery (by private messenger, courier
service or
8
otherwise)
or upon confirmed receipt of telex or facsimile, whichever occurs first, or upon
receipt if by mail to the parties at the following address (or such other
address as a party may specify by notice to the other):
If to ACGIM:
American Century Investment
Management, Inc.
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxx
Fax: 000 000-0000
If to X.X. Xxxxxx:
X.X. Xxxxxx Investor Services
Co.
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Legal
Department
Fax: 000-000-0000
9. Waiver. The
failure of a party to insist upon strict adherence to any term of this Agreement
on any occasion shall not be considered a waiver nor shall it deprive such party
of the right thereafter to insist upon strict adherence to that term or any term
of this Agreement. Any waiver must be in writing signed by the
waiving party.
10.
Force
Majeure. Neither party
shall be responsible or liable for any harm, loss or damage suffered by the
others or by other third parties or for any failure or delay in performance of
its obligations under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond that party’s control. In the
event a force majeure event affecting X.X. Xxxxxx’x performance hereunder
continues more than 15 days, ACGIM may terminate this Agreement
immediately.
11.
Amendments. This
Agreement may be amended from time to time by mutual written agreement between
the parties. No provision of this Agreement may be changed,
discharged, or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, discharge or termination is
sought.
12.
Change
Process. The
parties may change any aspect of this Agreement by mutual written agreement
signed by the Authorized Representatives of the parties, including
but
9
not
limited to, changes related to (i) the deletion of Services, (ii) the addition
of Services, (iii) the modification of Services, (iv) corporate actions, or (v)
any other changes or amendments that alter the scope of this
Agreement. Any such change or amendment shall be made in accordance
with this Section.
Either
party hereto may request a change or amendment in accordance with this
Section. The party requesting the change or amendment shall prepare,
at its expense, a notice setting forth, in reasonable detail, the nature of the
change or amendment requested a “Change Control Request,” the form of which the
parties may agree to from time to time. As soon as practical after
receipt by the other party of copies of the Change Control Request, the parties
shall discuss the change or amendment to ascertain the effect of such proposed
change or amendment on the Services, the Fees payable hereunder, and whether the
work may be performed under authorization of a Work Request Memorandum (the form
of which the parties may agree to from time to time), or whether a contract
change or amendment is necessary.
If the
work is non-recurring in nature and does not impact Services or the Fees on an
ongoing basis, such work may be performed under authorization of a Work Request
Memo. The Work Request Memo may be used only for discrete project
work that falls outside the scope of this Agreement but does not alter the
obligations of the parties once such project is complete. Any work
contemplated under a Work Request Memo is expected to be completed in less than
one (1) year. Work authorized under a Work Request Memo shall
commence only after the Work Request Memo is signed by an Authorized
Representative of ACGIM and a duly authorized representative of X.X.
Xxxxxx.
Any work
that modifies the obligations of the parties on an ongoing basis requires an
amendment to this Agreement. X.X. Xxxxxx shall prepare a draft amendment setting
forth the effect of the change or amendment on the Services, and the Fees
payable hereunder. Execution of an amendment by an Authorized
Representative of ACGIM and a duly authorized representative of X.X. Xxxxxx
shall constitute a modification hereof. Notwithstanding the
foregoing, Schedules A, B, and C to this Agreement may be revised or amended by
mutual agreement of the parties, as evidenced by the adoption of a new schedule
signed and dated by an Authorized Representative of ACGIM and a duly authorized
representative of X.X. Xxxxxx. Such new schedule shall entirely amend
and replace the prior schedule and shall be considered part of
10
this
Agreement. The Minimum Service Level Descriptions set forth in the
Service Level Documents (“SLD”) as contemplated by Schedule D may be modified by
mutual agreement and evidenced by the execution of a revised SLD signed by the
designee of ACGIM and X.X. Xxxxxx as described in the applicable
SLD. Upon completion of a change order, X.X. Xxxxxx shall provide a
summary of the actual hours used on the project, broken out by the categories or
project tasks indicated on the change order.
13. Severability. If
any provision of this Agreement is invalid or unenforceable, the balance of the
Agreement shall remain in effect, and if any provision is inapplicable to any
person or circumstance it shall nevertheless remain applicable to all other
persons and circumstances.
14. Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS
OF THE STATE OF NEW YORK.
15. Confidentiality. X.X.
Xxxxxx agrees that it shall not use the Clients’ information (such as trade
activity, portfolio holdings, or other confidential information) for any purpose
other than to carry out its obligations under this Agreement, and further agrees
that it shall not give, sell or in any way transfer or disclose such
confidential information to any person or entity, other than (i) affiliates of
X.X. Xxxxxx or third parties who have entered into contractual arrangements with
the Client or with X.X. Xxxxxx, and then only to the extent necessary to carry
out the obligations under such contractual arrangements, (ii) at the direction
of a Client, (iii) as required by law or (iv) subject to (i) above, as permitted
by law. X.X. Xxxxxx represents that it has in place and shall
maintain physical, electronic, and procedural safeguards reasonably designed to
protect the security, confidentiality and integrity of, and to prevent
unauthorized access to or use of records and information related to such Client
records. X.X. Xxxxxx warrants that it shall not disclose such
confidential information to any person or entity as permitted in the previous
sentence unless such person or entity has agreed to keep such information
confidential.
11
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their officers designated below as of the date first written above.
American Century Global Investment
Management, Inc.
By:
/s/ Xxxxx
XxXxxxx
Name: Xxxxx XxXxxxx
Title:
Asst. Vice
President
X.X. Xxxxxx Investor Services
Co.
By:
/s/ Xxxxxx X.
Xxxxxxxxx
Name: Xxxxxx X.
Xxxxxxxxx
Title:
Vice
President
12
SCHEDULE
A
FEES
AND EXPENSES
Fund
Accounting, Fund Financial Reporting, Tax, and Treasury/Compliance
Fees
The Fees
set forth below shall apply for three (3) years from the commencement of the
provision of Services and shall be subject to renegotiation
thereafter.
Fund Accounting
Fees:
For Schedule A-1 Funds and A-5 Trusts, the following accounting fee structure
applies:
Money Market Funds/Trusts:
|
o
|
Minimum fee of $10,000 per
fund/trust
|
|
o
|
Tiering structure
of:
|
|
o
|
$0 to
$5bn 0.75bps
|
|
o
|
Above
$5bn 0.60bps
|
All other Schedule A-1 Funds and A-5 Trusts (i.e. non-Money Market
Funds/Trusts):
|
o
|
Minimum fee of $20,000 per
fund/trust
|
|
o
|
Tiering structure
of:
|
|
o
|
$0 to
$5bn 0.50bps
|
|
o
|
Above $5bn to
$20bn 0.40bps
|
|
o
|
Above
$20bn 0.25bps
|
For smaller funds/trusts, where the revenue generated by
applying the aforementioned fee schedule is less than $5,000, X.X. Xxxxxx will waive the minimum fee for a period
of one year after all
funds/trusts have been converted.
Funds listed on Schedule A-2 and A-3
are $7,500 per fund per
annum.
Accounts listed on Schedule A-4 are
$3,500 per account annually.
Fund Financial Reporting,
Tax, and Treasury/Compliance Service Fees:
Fund Financial Reporting services are a flat
fee per fund/trust as follows:
|
·
|
Schedule A-1 Funds - $11,000 per fund per
annum
|
|
·
|
Schedule A-2 Funds - $6,000 per fund per
annum
|
|
·
|
Schedule A-3 Funds - $3,000 per
fund per annum (only require an annual
report)
|
|
·
|
Schedule A-5 Trusts - $5,500 per
trust per annum (only require an annual
report)
|
A-1
Tax Services
|
·
|
Schedule A-1 and A-2 Funds -
$12,000 per fund per
annum.
|
Treasury/Compliance services are a flat fee per
fund/trust/account as follows:
|
·
|
Schedule X-0 Xxxxx, X-0 Accounts,
and A-5 Trusts:
|
|
o
|
Portfolio Turnover reporting at
$1,500 per fund/account/trust per
annum.
|
|
·
|
Schedule A-2 and A-3
Funds:
|
|
o
|
Portfolio Turnover reporting at
$500 per fund per annum.
|
|
·
|
Schedule A-1 and A-2
Funds:
|
|
o
|
Rule 38a-1 core service program
fees at $600 per fund per
annum.
|
|
·
|
Schedule A-1 and A-2
Funds:
|
|
o
|
Periodic income distributions
(i.e., monthly, quarterly, and semi-annual) at $1,000 per fund per
annum.
|
Out-of-Pocket
Expenses
ACGIM will reimburse X.X. Xxxxxx for out-of-pocket expenses incurred on
its behalf.
|
·
|
Fund Accounting and Fund Administration
out-of pocket charges
include, but are not limited to, express mail, additional requests for
archiving,
overnight courier
charges, and
printing/copying charges, etc.
|
Direct
Pass-through Vendor Fees
ACGIM will reimburse X.X. Xxxxxx for direct pass-through vendor charges,
such as pricing.
Other
|
·
|
X.X. Xxxxxx agrees to discount its
fees, up to amount of $300,000, in the first year of service to assist
ACGIM in the retention of its
employees.
|
|
·
|
X.X. Xxxxxx agrees to reimburse
ACGIM, up to amount of $150,000, for transition expenses incurred as they
relate to the conversion.
|
X.X.
Xxxxxx agrees to a six month fee holiday on accounting, financial reporting,
tax, and treasury/compliance fees to facilitate introduction on all newly
launched, non-emerging market funds during the term of this
contract.
A-2
SCHEDULE
A-1
LIST
OF FUNDS ORGANIZED UNDER THE INVESTMENT COMPANY ACT OF 1940
(“40-ACT
FUNDS”)
AMERICAN
CENTURY VARIABLE PORTFOLIOS, INC.
VP Global Growth
VP International
AMERICAN
CENTURY WORLD MUTUAL FUNDS
Emerging Markets
Fund
Global Growth
International Discovery
Fund
International Growth
Fund
International
Opportunities
International Stock
International Value
Life Sciences
NT Emerging Markets
NT International
Growth
A-3
SCHEDULE
A-2
LIST
OF 40-ACT FUND OF FUNDS
None
as of the date if this Agreement.
A-4
SCHEDULE
A-3
LIST
OF NON 40-ACT FUND OF FUNDS
None
as of the date of this Agreement.
A-5
SCHEDULE
A-4
LIST
OF SUB-ADVISED, SEPARATE, AND CORPORATE ACCOUNTS
|
ACGIM
CONCENTRATED GLOBAL OPPORTUNITIES
|
|
DAIMLER
CHRYSLER INTL GROWTH EAFE ONLY
|
|
JPM
GLOBAL EX-US SMALL CAP
|
|
XXXXXXXX
FOUNDATION INTL SM CAP GROWTH
|
|
KUWAIT
FUND GLOBAL GROWTH
|
|
LAUDUS
INTERNATIONAL OPPS
|
|
LAUDUS
INTL DISCO/IOPS
|
|
RAYTHEON
MPT- INTERNATIONAL XXXX
|
|
RAYTHEON
MPT- INTL SMALL CAP GROWTH
|
|
VALIC
AM CENTURY INTL GROWTH
|
|
VALIC
GLOBAL GROWTH FUND
|
A-6
SCHEDULE
A-5
LIST
OF COMMINGLED TRUSTS
|
GLOBAL
GROWTH COMMINGLED TRUST A (inception on
2/1/08)
|
A-7
SCHEDULE
B
GENERAL
DESCRIPTION OF FUND ACCOUNTING SERVICES
X.X.
Xxxxxx agrees to perform the following duties in accordance with the
requirements of the Fund’s Registration Statement and applicable laws and
regulations:
|
(a)
|
keep
and maintain the books and records of each Fund in accordance with Rule
3la-1 under the Investment Company Act of 1940 (“40 Act”), including the
following:
|
(i) journals
containing an itemized daily record in detail of all purchases and sales of
securities, all receipts and disbursements of cash and all other debits and
credits, as required by subsection (b)(1) of the 40 Act;
(ii) general
and auxiliary ledgers reflecting all asset, liability, reserve, capital, income
and expense accounts, including interest accrued and interest received, as
required by subsection (b)(2)(i) of the 40 Act;
(iii) separate
ledger accounts required by subsections (b)(2)(ii) and (iii) of the 40 Act;
and
(iv) a monthly
trial balance of all ledger accounts (except shareholder accounts) as required
by subsection (b)(8) of the 40 Act.
|
(b)
|
keep
and maintain the books and records of each Account/Trust in accordance
with Rule 204-2 under the Investment Adviser’s Act of 1940 (“Advisers
Act”), including the following: journals or other records showing all
purchases, sales, receipts, and deliveries of securities (including
certificate numbers) for such accounts and all other debits and credits to
such accounts as required by subsection (b)(1) of the Advisers
Act;
|
(v) journals,
including cash receipts and disbursements, and any other records of original
entry forming the basis of entries in any ledger as required by subsection
(a)(1) of the Advisers Act; and
(vi) general
and auxiliary ledgers (or other comparable records) reflecting all asset,
liability, reserve, capital, income, and expense accounts as required by
subsection (a)(2) of the Advisers Act.
|
(c)
|
perform
the following accounting services daily, unless otherwise indicated below,
for each Fund:
|
(i) calculate
the net asset value per share;
(ii)
for each
security in a Fund’s portfolio, obtain security prices from at least two (2)
independent pricing services, or if such quotes are unavailable, obtain such
prices from each Fund's investment advisor or its designee, as approved by
Fund's Board;
(iii) provide
exception, stale and halted price reporting to the investment
advisor;
(iv) verify
and reconcile with the Fund’s custodian’s records all daily trade
activity;
(v) verify
and reconcile daily with the Fund’s custodian’s records all security and cash
positions;
(vi) for money
market Funds, compute, each Fund's net income and capital gains, dividend
payables, dividend factors, and agreed-upon rates and yields;
B-1
(vii) review
daily the net asset value calculation and dividend factor (if any) for each
Fund, distribute net asset values and yields to NASDAQ, Fund's transfer agent,
Fund's administrator and such other third parties as are agreed
upon;
(viii)
daily
report to Fund about the market pricing of securities in any money market Funds,
with the comparison to the amortized cost basis;
(ix) determine
unrealized appreciation and depreciation on securities held in variable net
asset value Funds;
(x) record
all corporate actions affecting securities held by each Fund, including but not
limited to dividends, stock splits and recapitalizations;
(xi) amortize
premiums and accrete discounts on securities purchased at a price other than
face value, if requested by the Fund;
(xii) record
and reconcile with the transfer agent all capital stock activity;
(xiii)
update
accounting system to reflect rate changes on variable interest rate
instruments;
(xiv)
post Fund
transactions to appropriate categories;
(xv)
accrue
expenses of each Fund according to instructions received from the
administrator;
(xvi)
calculate
book capital account balances;
(xvii)
maintain
books and records;
(xviii) determine
the outstanding receivables and payables for all (1) security trades, (2) Fund
share transactions and (3) income and expense accounts; and
(xix)
provide
accounting reports in connection with Fund's regular annual audit and other
audits and examinations by regulatory agencies.
B-2
FUND
SERVICES AGREEMENT
SCHEDULE
C
GENERAL
DESCRIPTION OF FUND FINANCIAL REPORTING, TAX, AND
TREASURY
COMPLIANCE SERVICES
X.X.
Xxxxxx’x Fund Administration and Compliance Services are designed and intended
to address the Fund’s routine financial and tax reporting, portfolio compliance
and general administration needs. X.X. Xxxxxx will work closely with
the Fund’s experts, such as its public accountants and legal counsel, as
authorized or directed by ACGIM management, with respect to these
services.
I. Routine
Financial Reporting Services
|
|
A.
|
Semi-annual reports,
Annual reports, and Form N-Q reports for the first and third fiscal
quarters. Prepare documents/files that will be used by
ACGIM to create a first draft of the semi-annual and annual reports for
review and approval by ACGIM management. This will include financial
statements prepared in accordance with accounting principles generally
accepted within the United States of America (GAAP). Prepare
the schedule of investments and related disclosures in accordance with S-X
and/or GAAP for inclusion by ACGIM in the Form N-Q
filing.
|
|
|
B.
|
Regular N-SAR
filings. Prepare for review and approval by Fund’s
management, Form N-SAR. Upon approval of the N-SAR by ACGIM
management, X.X. Xxxxxx will file Form N-SAR with the
SEC.
|
|
|
C.
|
24f-2
Notices. Prepare for review and approval by Fund’s
management Form 24f-2. Upon approval of Form 24f-2 by ACGIM
management, X.X. Xxxxxx will file Form 24f-2 with the
SEC
|
|
|
D.
|
Annual Audit
Process. Prepare confirms and accumulate information
required during course of audit. Such confirms will be signed
by Fund officers. Accumulation of information required by the auditors
such as NAVs, net assets, shares outstanding, as-of activity, and journal
activity as required for SAS 99
testing.
|
II. Routine
Tax Services
X.X.
Xxxxxx will provide assistance to the Funds and their investment adviser with
respect to compliance with federal tax and securities
laws. Responsibility for such compliance services are subject to the
development of a more precise allocation of duties and responsibilities between
X.X. Xxxxxx, the adviser and other relevant service providers. In
addition, X.X. Xxxxxx’x provision of compliance services is designed to assist
the Funds and their adviser but is not
B-3
intended
as an assumption by X.X. Xxxxxx of the adviser’s fiduciary duties and legal
responsibilities to the Funds.
|
|
A.
|
Estimated
distributions. Preparation and review of one income
distribution estimate, including capital gains, during each fund’s fiscal
year based on the date designated by
ACGIM.
|
|
|
B.
|
Review of gross income
tests. Review results of Section 851 (of the Internal
Revenue Code) gross income tests performed by ACGIM quarterly and during
the 10th,
11th
and 12th
month of each fund’s fiscal year.
|
|
|
C.
|
Review of
diversification tests. Review results of Section 851 and
Section 817(h) (of the Internal Revenue Code) diversification tests
performed by ACGIM on a quarterly basis of each fund’s fiscal
year.
|
|
|
D.
|
Exempt Asset Test and
Foreign Security Test. Perform and review quarterly tax
exempt asset test and foreign security asset
test.
|
|
|
E.
|
Review of Periodic
Distributions. Review the calculation of periodic
distributions (i.e., monthly, quarterly, and semi-annual) prepared by
Treasury/Compliance Services.
|
|
|
F.
|
Non-Periodic
Distributions. Prepare and review end of year
distributions for ordinary income and capital
gains.
|
|
|
G.
|
Excise Tax
Provisions. Prepare and review excise tax provisions,
including all book/tax adjustments, as required under Section 4982 (of the
Internal Revenue Code). Complete excise tax returns and
extensions for review by Fund officers and file once
approved.
|
|
|
H.
|
Tax
Returns. Prepare and review federal income and state
income tax returns (including filings by extended due
dates). Provide to ACGIM for final review and
mailing.
|
|
|
I.
|
Annual
Reports. Support financial statement process by
preparing and reviewing the ROC SOP disclosure, tax footnote disclosure
and 60-day notice information (unaudited tax
footnote).
|
|
|
J.
|
Year End
Reporting. Prepare, review and provide for review year
end re-characterizations, return of capital, foreign tax credit, AMT
income percentages, percentage of income derived from direct U.S.
government obligations, percentage of Utah state tax exemption, tax-exempt
income by state, qualified dividend income calculations,
dividends-received deduction calculations, and tax exempt
percentages.
|
B-4
|
|
K.
|
Year End Shareholder
Reporting. Prepare, review and provide for review other
tax related information that may be
necessary.
|
|
|
L.
|
Liquidations and
Mergers. Prepare and review all items relating to
liquidation of funds. Provide tax advice related to fund
mergers in addition to preparing and reviewing all related tax documents
relevant to the merger.
|
|
|
M.
|
Consultation. Provide
tax consulting and research services, as
necessary.
|
|
|
N.
|
Corporate
Actions. Provide tax consulting and research services
related to complex corporate
actions.
|
III. Routine
Treasury/Compliance Services
X.X.
Xxxxxx will provide assistance to the Funds and ACGIM with respect to certain
treasury/compliance functions with respect to federal tax and securities
laws. In addition, X.X. Xxxxxx’x provision of treasury/compliance
services is designed to assist the Funds and ACGIM but is not intended as an
assumption by X.X. Xxxxxx of ACGIM’s fiduciary duties to the Funds, and
accordingly, X.X. Xxxxxx assumes no responsibility for attendant damages of any
kind (including investment losses) relating to the testing and reporting
services set forth in C and D below.
|
|
A.
|
Chief Compliance
Officer (CCO) Support. Provide quarterly certification
letters in connection with obligations under the U.S. Securities and
Exchange Commission (“SEC”) Rule 38a-1 under the Investment Company Act of
1940 and Rule 206(4)-7 under the Investment Advisers Act of
1940.
|
|
|
B.
|
Dividend
distributions. Calculate periodic dividend distributions
(i.e., monthly, quarterly, and semi-annual) in accordance with
distribution policies detailed in each Fund’s prospectuses or Board
resolutions. Assist Fund management in making final
determinations of distribution amounts. Calculate, verify and
communicate periodic income distributions, and coordinate/review with fund
accounting.
|
B-5
|
|
C.
|
Perform gross income
tests. Perform gross income tests pursuant to Section
851 (of the Internal Revenue Code) quarterly and during the 10th,
11th
and 12th
month of a Fund’s fiscal year.1
|
|
|
D.
|
Perform
diversification tests. Perform diversification tests
pursuant to Section 851 and Section 817(h) (of the Internal Revenue Code)
on a quarterly basis of a Fund’s fiscal year.2
|
|
|
X.
|
Xxxxxxxx-Xxxxx
Certification. Provide fiscal quarter-end certifications
for each Fund related to review of internal controls over financial
reporting and evaluations of the effectiveness of disclosure controls and
procedures, or as requested by ACI.
|
|
|
F.
|
Portfolio
Turnover. Calculate turnover in accordance with Form N-1A
requirements, accepted industry practice, and as defined by ACGIM, for all
accounts for the following periods on a monthly
basis:
|
|
·
|
monthly
|
|
·
|
calendar
quarters,
|
|
·
|
calendar
year-to-date
|
|
·
|
semi
annual and annual reporting period year to
date
|
|
·
|
rolling
12 month
|
________________________________
|
Fiscal
Year-End
|
Transition
Date
|
Qtrly
Testing
(beg
and end)
|
|
|
A.C.
World Mutual Funds, Inc.--Emerging Xxxxxxx
|
00-Xxx
|
0-Xxx
|
11/30/08
– 11/30/09
|
B-6
|
|
G.
|
Periodic Survey
Reporting. Submit to external vendors requested survey
information pertaining to the Funds as designated on a daily, weekly,
monthly, and quarterly basis as outlined below (and referenced in the
Service Level Agreement)
|
|
·
|
Daily
iMoneyNet
|
|
·
|
Daily
Crane
|
|
·
|
Weekly
iMoneyNet Money Market
|
|
·
|
Monthly
iMoneyNet Financial Data
|
|
·
|
Monthly
iMoneyNet Cash Flow
|
|
·
|
Weekly
AMG
|
|
·
|
Monthly
Bloomberg Holdings
|
|
·
|
Monthly
survey to certain vendors
|
|
·
|
Monthly
Lipper
|
|
·
|
Monthly
Lipper Holdings and Total Net
Assets
|
|
·
|
Daily
Morningstar
|
|
·
|
Monthly
Morningstar
|
|
·
|
Monthly
Morningstar Holdings (including funds in X-0, X-0,
A-3)
|
|
·
|
Quarterly
Morningstar Holdings
|
|
·
|
Monthly
iMoneyNet (Expenses)
|
|
·
|
Weekly
ICI
|
|
·
|
Monthly
ICI Survey
|
|
·
|
Quarterly
ICI Survey
|
|
·
|
Annually
ICI Primary and Secondary
|
B-7
FUND
SERVICES AGREEMENT
SCHEDULE
D
MINIMUM
SERVICE LEVELS APPLICABLE TO
FUND
ACCOUNTING SERVICES
B-8
