Exhibit (h)(13)
AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
This AMENDMENT TO SUB-ADMINISTRATION AGREEMENT, is effective as of
January 1, 2006, by and among BARCLAYS GLOBAL INVESTORS, N.A. ("BGI"), and
INVESTORS BANK & TRUST COMPANY (the "Bank").
WHEREAS, BGI and Bank (together, the "Parties") entered into a
Sub-Administration Agreement dated October 21, 1996, as amended from time to
time (the "Agreement"); and
WHEREAS, the Parties desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Amendments.
(a) The following new Section 1A shall be added to the Agreement following
Section 1 thereof:
"1A. Definitions
"Key Performance Indicators" or "KPIs" mean the targets for specific key
Service Levels specified in Appendix D hereto;
"Service Levels" means the service levels set out in the Service Level
Agreement between BGI and the Bank."
(b) Section 6 of the Agreement is hereby deleted in its entirety and replaced
with the following:
"6. Term, Termination and Transition Assistance.
6.1 Term and Termination.
(a) Term. The initial term of this Agreement shall be May 21, 2002
through December 31, 2005 (the "Initial Term"). The first renewal
term of this Agreement shall be January 1, 2006 through April 30,
2007 (the "First Renewal Term"). After the expiration of the First
Renewal Term, the term of this Agreement shall automatically renew
for a second renewal term which shall be May 1, 2007 through
April 30, 2013 (the "Second Renewal Term"), unless written notice of
non-renewal is delivered by the Fund to the Bank no later than ninety
(90) days prior to the expiration of the First Renewal Term. Upon
expiration of the Second Renewal Term or any succeeding Renewal Term
(as defined below), the Parties, upon mutual agreement no later than
one hundred eighty (180) days prior to the expiration of the Second
Renewal Term or of any Renewal Term, as the case may be, may renew
this Agreement for successive terms (each, including the First
Renewal Term, a "Renewal Term").
(b) Termination. BGI may terminate this Agreement in whole or in part
(for example, as to any Index Series) prior to the expiration of any
Renewal Term upon sixty (60) days' prior written notice in the form
of Proper Instructions specifying the date upon which termination is
to occur ("Termination Notice") in the event that a
1
conservator or receiver is appointed for the Bank in accordance with
12 USC (Section) 1821(c) or similar and successor provisions.
(c) Further Termination. BGI may terminate this Agreement in whole or in
part (for example, as to any Portfolio) prior to the expiration of
any Renewal Term in the event:
(i) that Bank fails to meet the criteria defined in each of six
(6) separate Key Performance Indicators, each for four
consecutive months, in any rolling twelve month period. For
avoidance of doubt, this right shall only apply if the failure
by the Bank to meet the Service Level as defined in the
relevant KPI is not (a) the result of force majeure,
(b) caused by BGI or a direct result of a specific request by
BGI, (c) a direct result of a specific request by a duly
authorized agent of BGI, (d) caused by a third party other
than an agent of Bank or (e) the result of an agreement by the
Parties;
(ii) of a material breach of a material provision of the Agreement;
(iii) the Boards of the Portfolios vote to liquidate the Portfolios
and terminate the Portfolios' respective registration
statements with the Securities and Exchange Commission other
than in connection with a merger or acquisition of a Portfolio
or the Portfolios' investment adviser;
(iv) BGI terminates its Custodial, Fund Accounting and Services
Agreement (as amended) with the Bank pursuant to the fiduciary
capacity provision in Section 13.1(b)(ii) of such agreement; or
(v) BGI may terminate this Agreement if the Administration
Agreement between BGI and MIP, and the Administration
Agreement between BGI and BGIF are terminated and no successor
agreements between BGI and MIP and/or BGIF for the provision
of administrative services are subsequently executed within 90
days after the termination of the Administration Agreement
between BGI and MIP, and the Administration Agreement between
BGI and BGIF;
provided that BGI shall not exercise its rights under subsections
(c)(i) or (ii) above unless BGI has first provided written notice to
Bank of its intent to terminate under such subsection, and Bank:
(x) does not present a plan to remedy or cure the KPI or breach that
is reasonably acceptable to BGI, which plan will be provided as soon
as practicable, and in any event not later than ten (10) days after
such notice, and (y) has not made substantial progress toward curing
or remedying that KPI or breach in material respects to the
reasonable satisfaction of BGI, within thirty (30) days of
presenting such plan to BGI.
(d) Assessment of Fee Schedule. Ninety (90) days prior to November 1,
2009, the parties shall assess the Fee Schedule relating hereto, the
current state, and future strategic direction of, BGI, the Bank and
their respective industries. The parties will negotiate in good
faith on amendments to the Fee Schedule arising from such
assessment, and if the parties are unable to agree by November 1,
2009, BGI may in its sole discretion terminate the Agreement.
2
(e) BGI shall advise the Bank of any service level, practice, policy,
circumstance or any breach by the Bank of which it becomes aware
from time to time that, if unaddressed, would permit the termination
of the Agreement under any of the bases set forth in this
Section 6.1.
(f) At any time after the termination of this Agreement, BGI may, upon
written request, have reasonable access to the records of
Sub-Administrator relating to its performance of its duties as
Sub-Administrator.
6.2 Transition Assistance.
(a) In the event BGI terminates the Agreement or any Portfolio in
accordance with Section 6.1(b), 6.1(c)(i)-(iv) or 6.1(d), or upon
the expiration and non-renewal of the Agreement:
(i) the Bank will immediately upon receipt of notice of
termination or non-renewal, commence and prosecute diligently
to completion the transfer of all property and the delivery of
all assets of BGI and the Portfolios as to which the Agreement
is terminated, duly endorsed, and all records maintained under
the terms hereof and of the Service Level Agreements directly
to the successor administrator selected by BGI or the
Portfolios, as applicable ("Transfer");
(ii) the Bank will provide such reasonably necessary transition
assistance (the "Transition Assistance"). The Bank will fully
cooperate with BGI and will provide such reasonable assistance
as directed by BGI to effectively transition the services
provided by the Bank to BGI under this Agreement to a
successor entity (or entities) as designated by BGI in its
sole discretion, including but not limited to using its
commercially reasonable efforts to provide for an orderly
transition of funds from Bank's custody to the successor's
custody. During such transition period, BGI will continue to
pay the Bank the fees applicable to such services set forth in
the then-current Fee Schedule, plus an amount calculated based
on additional time and materials outside the usual services
provided under this Agreement and required to effect the
conversion of the services to a successor service provider.
The Bank shall provide Transition Services for a period of up
to twenty-four (24) months as requested by BGI;
(iii) Bank and BGI shall negotiate in good faith to agree on a plan
for the orderly transition of BGI to a successor service
provider by no later than sixty (60) days after the date of
termination or non-renewal;
(iv) BGI shall, in the event Transition Assistance is required for
more than twenty-four (24) months from the date of
termination, pay the Bank an annual bonus on a monthly basis
in an amount equal to 5% of the aggregate fees being charged
as of the date of termination; and
(v) BGI and Bank will take all reasonably necessary steps as
mutually agreed by the Parties, to assure the retention of key
employees of Bank involved in the provision of Transition
Services.
3
6.3 Release.
Upon Transfer of an Index Series or completion of the Transition
Assistance, as the case may be, the Bank shall be released from any and
all further obligations under this Agreement with respect to the Index
Series as to which this Agreement is terminated; provided that Bank shall
continue to be responsible for services normally provided by
administrators post-conversion in the normal course of business at the
Bank's then current rates.
6.4 Survival
Notwithstanding anything to the contrary in this Agreement, each Party's
obligations under Sections 5, 9 and 13 hereof shall continue and remain in
full force and effect after the termination of this Agreement.
(c) Service Credits; Technology; Service Enhancements. The following new
Sections 13, 14 and 15 shall be inserted at the end of the Agreement:
"13. Service Levels
(a) Service Credits. Only during the period in which the Bank is providing
Transition Assistance:
(i) In the event Bank fails to meet the criteria defined in the
relevant Key Performance Indicator for two consecutive months,
BGI shall receive a "Service Credit". "Service Credit" shall
mean: a five percent (5%) reduction of fees, only for the
service to which the uncured KPI relates, for the month in
which the uncured KPI failures occurred, and only for the
Index Series affected by the uncured KPI failures. For
avoidance of doubt, this right shall only apply if the failure
by the Bank to meet the Service Level as defined in the
relevant KPI is not (a) the result of force majeure,
(b) caused by BGI or a direct result of a specific request by
BGI, (c) a direct result of a specific request by an agent of
BGI, (d) caused by a third party other than an agent of Bank
or (e) the result of agreement by the Parties.
(ii) Service Credits shall be calculated on a monthly basis, and
the Service Credits shall be payable as an offset against
current or future fees owed by BGI, and upon termination,
expiration or non-renewal of the Agreement, all unused Service
Credits shall be paid in cash to BGI.
(iii) The Bank shall not be deemed to have failed to meet a monthly
KPI where such failure arises from a single underlying cause
that is promptly remedied by the Bank, without the occurrence
of which, the Bank would not have failed to meet that KPI in
that month.
(iv) Time periods referenced in this section 13 shall begin to run
as of the date Bank knows, reasonably should have known, or is
notified of the relevant failure.
(v) The Bank shall earn back 100% of any Service Credit, provided
that the Bank achieves the applicable KPI requirement the
failure of which led to the Service Credit for two consecutive
months beginning in the month following the month in which the
Service Credit is earned. For example, if the Bank fails to
meet a particular KPI for January and February of a year, the
Bank shall earn back 100%
4
of the associated Service Credit if the Bank meets that KPI in
the months of March and April.
(vi) Bank acknowledges that its failure to meet the minimum levels
set forth in the Key Performance Indicators would have a
material adverse effect on BGI's business. Bank further
acknowledges that the Service Credits represent a reduction in
the fees payable by BGI hereunder which, in turn, reflects
Bank's provision of a lower level of services than that
required by BGI. Bank further acknowledges that the Service
Credits are reasonably proportionate to the loss likely to be
suffered by BGI as a result of the failure by Bank to meet the
applicable KPIs.
(vii) The level of Service Credits payable in any calendar year will
not exceed in aggregate 5% of the aggregate fees payable under
the Agreement for that year.
(viii) BGI shall not be entitled to recover as part of any damages
claim any sums credited or paid as Service Credits if the
damages claim arose from a KPI failure, provided the damages
to which BGI is otherwise entitled arose from the same
services to which the KPI failure relates, for the same Index
Series, and for the same underlying event.
(b) Customized Technology Deliverables. Bank will deliver into escrow for
the benefit of BGI copies of all final requirements documentation related to
any builds, features or functionality customized for BGI, that are
incorporated into or used in connection with the provision of services under
this Agreement (the "Requirements Documentation"), within thirty (30) days
after such builds, features or functionality have been incorporated into or
used in connection with the provision of services. Such Requirements
Documentation shall be in the form customarily produced by the Bank in
connection with such projects generally. BGI shall have access to such
Requirements Documentation only in the event of the termination of this
Agreement other than by reason of breach by BGI. Bank hereby grants to BGI a
worldwide, irrevocable, royalty-free, fully paid-up, non-transferable and
non-exclusive license, solely for the purpose of BGI's or BGI's third party
supplier assuming performance obligations for the Services previously
performed by Bank hereunder.
14. Service Enhancements.
Market Leader: Bank hereby commits that it will use commercially reasonable
efforts to: (i) continue to develop and provide to BGI service enhancements
that will enable BGI to maintain BGI's market leader position in product
innovation, information technology, service delivery and securities lending
(collectively, "Market Efforts"). BGI acknowledges that Bank has been
successful in providing Market Efforts during the Initial Term. Bank agrees
that its Market Efforts will be and will continue to be during the Renewal Term
no less favorable than those being offered at that time by Bank to any other
customer purchasing services of a type substantially similar to the services
provided hereunder relating to BGIs in aggregate substantially similar in scope
(even if smaller in asset size) to the Portfolios serviced under this
Agreement. Bank shall, upon written request, review and have an officer of its
company certify its compliance with this section to BGI. If Bank at any time
offers other customers or brokers processes, discounts and/or other cost
reduction methods or improved services more favorable than those provided to
the Bank pursuant to this Agreement such that the foregoing terms of this
subsection become untrue, Bank shall promptly offer these to BGI prospectively
from the date such more favorable terms were offered to other customers or
brokers, unless Bank is prevented from doing so in a reasonable manner due to
third party patent related
5
restrictions. Bank acknowledges that the requirements of this paragraph 14 are
a material provision of this Agreement.
15. Dispute Resolution.
(a) In the event of any dispute under the Agreement, each Party will appoint a
designated representative whose task will be to resolve the dispute (the
"Representatives"). The Representatives will have five (5) business days
to meet and discuss in good faith a resolution to the dispute. During the
course of such discussions, each Party will honor the other Party's
reasonable requests for relevant information, including but not limited to
providing copies of relevant documents. The specified format for such
discussions will be left to the discretion of the Representatives, but may
include the preparation and delivery of statements of facts or written
statements of positions.
(b) If the Representatives are unable to resolve the dispute within such five
(5) day period, the Representatives will refer the dispute to their
respective CEO, President or COO (the "Managers"). Such Managers will have
ten (10) business days to meet and discuss in good faith a resolution of
the dispute. If the Managers are unable to resolve the dispute within such
ten (10) day period, the Parties may elect to extend the time for such
dispute resolution, or proceed in accordance with their respective rights
under this Agreement or otherwise.
(c) If the Parties are unable to resolve the dispute as set forth herein, the
Parties may, upon mutual agreement, seek to resolve the dispute through
mediation."
* * *
(d) Appendix B to the Agreement is hereby deleted in its entirety and replaced
with Appendix B as attached hereto.
2. Miscellaneous.
a) Except as amended hereby, the Sub-Administration Agreement shall remain
in full force and effect.
b) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
6
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first written above.
BARCLAYS GLOBAL INVESTORS, N.A. INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------- ---------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Managing Director Title: President
By: /s/ Raman Suri
--------------------------------
Name: Raman Suri
Title: Chief Administrative Officer
7
Appendix B--Administrative Services to be Provided by Investors Bank & Trust
Company ("IBT")
Administrative Services to be Administrative Services not to
Function Master Feeder provided by IBT Barclays Global Investors be provided by IBT
-------- ------ ------ ----------------------------- --------------------------- ------------------------------
MANAGEMENT REPORTING
& TREASURY
ADMINISTRATION
Monitor portfolio X Perform tests of certain Continuously monitor A/C* - Provide
compliance in specific portfolio activities portfolio activity and Fund consultation as needed on
accordance with the against compliance operations in conjunction compliance issues.
current checklists designed from with 1940 Act,
Registration provisions of the Fund's Registration Statement
Statement. Registration Statement. and any other applicable
Follow-up on potential laws and regulations.
Frequency: Daily violations. Monitor testing results and
approve resolution of
compliance issues.
Provide compliance X Provide a report of Review report. A/C - Provide consultation
summary package. compliance testing results. as needed.
Frequency:
Bi-Monthly
Perform asset X Perform asset Continuously monitor A - Provide consultation
diversification diversification tests at portfolio activity in as needed in establishing
testing to each tax quarter end. conjunction with IRS positions to be taken in tax
establish Follow-up on issues. requirements. Review test treatment of particular
qualification as a results and take any issues. Review quarter end
RIC. necessary action. Approve tests on a current basis
tax positions taken.
Frequency: Quarterly
Perform qualifying X Perform qualifying Continuously monitor A- Consult as needed on
income testing to income testing (on book portfolio activity in tax accounting positions to
establish basis income, unless conjunction with IRS be taken. Review in
qualification as a material differences are requirements. Review test conjunction with year-end
RIC. anticipated) on quarterly results and take any audit.
basis and as may necessary action. Approve
Frequency: Quarterly otherwise be necessary. tax positions taken.
Follow-up on issues.
--------
* Barclays Global Investors may request that services with the notation "A" be
provided by Master Portfolio or Feeder auditors and that those with the
notation "C" be provided by Master Portfolio or Feeder legal counsel.
1
Administrative Services to be Administrative Services not to
Function Master Feeder provided by IBT Barclays Global Investors be provided by IBT
-------- ------ ------ ----------------------------- ---------------------------- ------------------------------
Monitor the Funds' X X Monitor actual expenses Provide asset level C/A - Provide consultation
expense budget. updating budgets/ expense projections quarterly. as requested.
accruals. Provide vendor
Frequency: Quarterly information as necessary.
Review expense analysis
and approve budget
revisions.
Prepare the Funds' X X Prepare expense budget. Provide asset level
annual expense Notify fund accounting of projections and vendor fee
budget. Establish new accrual rates. information. Approve
daily accruals. expense budget.
Frequency: Annually
Receive and X X Propose allocations of Approve invoices and
coordinate payment invoices among Funds and allocations of payments.
of Fund expenses. obtain authorized approval Send invoices to IBT in a
to process payment. timely manner.
Frequency: As often
as necessary
Calculate periodic X Calculate amounts Establish and maintain C - Review dividend
dividend rates to available for distribution. dividend and distribution resolutions in conjunction
be declared in Coordinate review by policies. Approve with Board approval.
accordance with management and/or distribution rates per share A - Review and concur
management auditors. Notify fund and aggregate amounts. with proposed
guidelines. accounting, custody and Obtain Board approval distributions
transfer agent of when required.
Frequency: authorized dividend rates
According to in accordance with Board
dividend policy approved policy. (Report
dividends to Board as
required.) Deliver
dividend rates via file to
BGI ftp site.
2
Administrative Services to be Administrative Services not to
Function Master Feeder provided by IBT Barclays Global Investors be provided by IBT
-------- ------ ------ ----------------------------- ---------------------------- ------------------------------
Review the Fund's X Calculate dividends in Review and approve C/A - Review and approve
multi-class accordance with dividend calculation dividend calculation
dividend methodology for each methodologies for each methodology for each
calculation class to ensure consistency class. Approve class of shares. Provide
procedures. with Rule 18f-3 and the distribution rates per share consultation as requested.
Calculate periodic Fund's private letter ruling and aggregate amounts.
dividend rates to or published ruling. Obtain Board approval
be declared in Calculate amounts when required.
accordance with available for distribution.
management Coordinate review by
guidelines. management and auditors.
Notify custody and
Frequency: transfer agent of
According to authorized dividend rates
dividend policy in accordance with Board
approved policy. Report
dividends to Board as
required.
Calculate total X Provide SEC total return Review total return
return information calculations via file to information.
on Funds as defined BGI ftp site.
in the current
Registration
Statement.
Frequency: Monthly
Calculate gross X Provide gross return Review gross return
returns (SEC calculations. information.
returns grossed up
for expenses)
Frequency: Monthly
Prepare responses X X Prepare, coordinate as Identify the services to
to major industry necessary, and submit which the Funds report.
questionnaires. responses to the Provide information as
appropriate agency. requested.
Frequency: As often
as necessary
Prepare Independent X X N/A Summarize amounts paid
Trustee Form to directors/trustees during
1099-Misc. the calendar year. Prepare
and mail Form 1099-Misc.
Frequency: Annually
3
Administrative Services to be Administrative Services not to
Function Master Feeder provided by IBT Barclays Global Investors be provided by IBT
-------- ------ ------ ----------------------------- --------------------------- ------------------------------
FINANCIAL REPORTING
Prepare financial X X Prepare selected portfolio Review financial
information for and financial information information.
presentation to for inclusion in Board
Fund management and material.
Board of Trustees.
Frequency: Quarterly
Coordinate the X X Coordinate the creation of Provide past financial A - Perform audit and
annual audit and templates reflecting client- statements and other issue opinion on annual
semi-annual selected standardized information required to financial statements.
preparation and appearance and text of create templates, including
printing of financial statements and report style and graphics. A/C - Review reports.
financial footnotes. Draft and Approve format and text
statements and manage production cycle. as standard. Approve
notes with Coordinate with IBT fund production cycle and
management, fund accounting the electronic assist in managing to the
accounting and the receipt of portfolio and cycle. Coordinate review
Fund auditors. general ledger and approval by portfolio
information. Assist in managers of portfolio
Frequency: resolution of accounting listings to be included in
Annually/semi-annually issues. Using templates, financial statements.
draft financial statements, Prepare appropriate
coordinate auditor and management letter and
management review, and coordinate production of
clear comments. Management Discussion
Coordinate printing of and Analysis. Review and
reports and XXXXX approve entire report.
conversion with outside Make appropriate
printer and filing with the representations in
SEC via XXXXX. conjunction with audit.
4
Administrative Services to be Administrative Services not to
Function Master Feeder provided by IBT Barclays Global Investors be provided by IBT
-------- ------ ------ ----------------------------- ------------------------- ------------------------------
LEGAL
Prepare agenda and X X Maintain annual calendar Review and approve board C - Review agenda,
Board materials for of required quarterly and materials and board and resolutions, board material
quarterly Board annual approvals. Prepare committee meeting and board and committee
meetings. agenda, resolutions and minutes. meeting minutes. Ensure
other Board materials for BOD material contains all
Frequency: Quarterly quarterly Board meetings. required information that
Prepare supporting the BOD must review and/
information and materials or approve to perform
when necessary. their duties as directors.
Assemble, check and
distribute books in
advance of meeting.
Attend Board and
committee meetings and
prepare minutes.
Prepare and file X X Prepare form for filing. Provide appropriate C - Review initial filing.
Form N-SAR. Obtain any necessary responses. Review and A - Provide annual audit
supporting documents. authorize filing. internal control letter to
Frequency: File with SEC via accompany the annual
Semi-annually XXXXX. filing.
Prepare amendments X X Prepare and coordinate the Review and approve. C - Review and approve
to Registration filing of post-effective filings.
Statement. amendments. Coordinate A/C - Provide consents as
with outside printers the appropriate.
Frequency: Annual Xxxxx conversion, filing
update (includes with the SEC and printing
updating financial of Registration Statement.
highlights, expense
tables, ratios)
Prepare X X Prepare Registration Review and approve. C - Review and approve
Registration Statement supplements. filings.
Statement File with the SEC via A/C - Provide consents as
supplements. Xxxxx. Coordinate printing appropriate.
of supplements.
Frequency: As often
as required
Preparation and X Accumulate capital stock Review and approve C - Approve 24f-2 Notice.
filing of 24f-2 information and draft filing.
Notice. Form 24f-2 Notice. File A - Review informally
approved Form with SEC when requested
Frequency: Annually via Xxxxx.
5
Administrative Services to be Administrative Services not to
Function Master Feeder provided by IBT Barclays Global Investors be provided by IBT
-------- ------ ------ ----------------------------- ------------------------- ------------------------------
Proxy X X Prepare drafts of proxy Review and approve C - Review and approve
Material/Shareholder material for review, file proxy. proxy.
Meetings materials or coordinate
filing with SEC and
Frequency: As needed coordinate printing. Assist
proxy solicitation firm and
prepare scripts. Attend
meeting and prepare
minutes.
Assist in updating X X Make annual filing of Obtain required fidelity
of fidelity bond fidelity bond insurance bond insurance coverage.
insurance coverage. material with the SEC. Monitor level of fidelity
bond insurance maintained
Frequency: Annually in accordance with
required coverage.
Respond to X X Compile and provide Coordinate with C - Provide consultation
regulatory audits. documentation pursuant to regulatory auditors to as needed.
audit requests. Assist provide requested
Frequency: As client in resolution of documentation and
needed (at least audit inquiries. resolutions to inquiries.
annually)
Maintain and X X Maintain and preserve the
preserve the "corporate" records of the
"corporate" records Funds (Trust) and the
of each Fund and Master Portfolios (Trust).
each Master
Portfolio.
Frequencey: On-going
6
Administrative Services to be Administrative Services not to
Function Master Feeder provided by IBT Barclays Global Investors be provided by IBT
-------- ------ ------ ----------------------------- --------------------------- ------------------------------
BLUE SKY
Maintain effective X Maintain records of Fund Identify states in which C - Provide consultation
Blue Sky sales for client designated filings are to be made. as needed on Blue Sky
notification states via PW Blue2 Identify exempt issues.
filings for states compliance system. File transactions to transfer
in which Fund annual notification agent for appropriate C - Provide consultation
management intends renewal documents and exclusion from blue sky on product and
to solicit sales of annual sales reports. reporting. institutional exemptions.
Fund shares. File amendments to
increase dollar amounts
authorized for sales by
Funds, based upon client
instruction.
File notifications to states
for new funds and/or
classes, mergers and
liquidations. Provide
periodic reports on state
authorization amounts and
sales amounts. Determine
state filing requirements
by using CCH Blue Sky
Law Reporter, ICI
memoranda and state
securities commission
directives (both written
and oral).
File amendments to X File updated Registration Inform IBT of filings prior C - Provide consultation
Registration Statements, supplements to SEC filing. as needed on Blue Sky
Statement with the thereto, and annual reports filing issues.
applicable state to shareholders, if
securities required, upon approval/
commissions in authorization by client.
coordination with
SEC filing, if
required.
Frequency: Annual
updates
7
Administrative Services to be Administrative Services not to
Function Master Feeder provided by IBT Barclays Global Investors be provided by IBT
-------- ------ ------ ----------------------------- ---------------------------- ------------------------------
TAX
Prepare income tax X X Calculate investment Provide transaction A - Provide consultation
provisions. company taxable income, information as requested. as needed in establishing
net tax exempt interest, Identify Passive Foreign positions to be taken in tax
Frequency: Annually net capital gain and Investment Companies treatment of particular
spillback dividend (PFICs). Approve tax issues. Perform review in
requirements. Identify accounting positions to be conjunction with the year-
book-tax accounting taken. Approve end audit.
differences. Track provisions.
required information
relating to accounting
differences.
Calculate excise X X Calculate required Provide transaction A - Provide consultation
tax distributions distributions to avoid information as requested. as needed in establishing
imposition of excise tax. Identify PFICs. Approve positions to be taken in tax
Frequency: Annually -Calculate capital gain tax accounting positions to treatment of particular
net income and be taken. Review and issues. Review and concur
foreign currency approve all income and with proposed
gain/loss through distribution calculations, distributions per share.
October 31. including projected
-Calculate ordinary income and dividend
income and shares. Approve
distributions through distribution rates per share
a specified cut off and aggregate amounts.
date . Obtain Board approval
-Project ordinary when required.
income from cut off
date to December 31.
-Ascertain dividend
shares.
Identify book-tax
accounting differences.
Track required
information relating to
accounting differences.
Coordinate review by
management and Fund
auditors. Notify custody
8
Administrative Services to be Administrative Services not to
Function Master Feeder provided by IBT Barclays Global Investors be provided by IBT
-------- ------ ------ ----------------------------- ------------------------- ------------------------------
and transfer agent of
authorized dividend rates
in accordance with Board
approved policy. Report
dividends to Board as
required.
Prepare tax returns X X Prepare excise and RIC Review and sign tax A - Review and sign tax
tax returns. return. return as preparer.
Frequency: Annually Prepare partnership return
for Master. Prepare excise
and RIC returns for
domestic Feeder. Report
partners' share of
partnership income by
preparing partners'
Schedules K-1. Review
tax returns and coordinate
signature thereof with a
Fund officer.
Prepare Form 1099 X Obtain yearly distribution Review and approve
information. Calculate information provided for
Frequency: Annually 1099 reclasses and Form 1099.
coordinate with transfer
agent.
Prepare other year-end X Obtain yearly income Review and approve
tax-related disclosures distribution information. information provided.
Calculate disclosures (i.e.,
Frequency: Annually dividend received
deductions, foreign tax
credits, tax-exempt
income, income by
jurisdiction) and
coordinate with transfer
agent.
9
Appendix D - Key Performance Indicators
Service Category Task Criteria
----------------- -------------------------- ----------------------------------------------------------------------------
1 Fund Accounting Unit Value Accuracy Achieve an accuracy rate of at least 99.8%.
2 Fund Accounting Unit Value Delivery Achieve a timeliness rate of SLA plus 1 hour at a rate of at least 98% for
CTFs and SLA plus 2 hours at rate of 98% for iShares and MIPs.
3 Fund Accounting Cash Projection Accuracy Achieve an accuracy rate of at least 99.75% for CTFs and 99.7% for iShares
and MIPs.
4 Fund Accounting Cash Projection Delivery Achieve a timeliness rate of SLA plus 1 hour at a rate of at least 99%.
5 TA Distributions Delivery Distributions will be processed into client's accounts, by Payable Date + 2,
with no more than 4 exceptions per month.
6 IT Services SWIFT 535 and 950 Achieve a timeliness rate of SLA plus 3 hours with no more than 4
messages and SEI Client exceptions per month per message type.
Holdings and Transactions
Report Delivery
7 Fund Accounting Unit Settlement Delivery Achieve a timeliness rate of SLA plus 2 hours with no more than 4
exceptions per month..
8 Fund Accounting PRV Accuracy Achieve an accuracy rate of at least 99.7%.
9 Corporate Actions Corporate Actions Achieve SLA requirements for these activities at an accuracy rate of 99%.
Notification/Processing/
Posting for Vaulted Assets
10 TA Trade Wires Achieve a timeliness rate of SLA+1 hour at a rate of at least 99%.
11 TA MIP Order Flow Achieve a timeliness rate of SLA plus 2 hours at a rate of at least 99%.
12 Directed Loan Ops Securities Loan Movements Settlement percentage of 99%.
10
