Exhibit 99.(k)(3)
FUND SUB-ADMINISTRATION AGREEMENT
o FUND ADMINISTRATION SERVICES
o FUND ACCOUNTING SERVICES
XXXXXX XXXXXXX EMERGING MARKETS DOMESTIC DEBT FUND, INC.
FEBRUARY 20, 2007
FUND SUB-ADMINISTRATION AGREEMENT
TABLE OF CONTENTS
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SECTION PAGE
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1. Appointment of Sub-Administrator.......................................1
2. Representations and Warranties of X.X. Xxxxxx..........................2
3. Services Provided by X.X. Xxxxxx.......................................2
4. Services To Be Obtained Independently By MSIM..........................2
5. Prices, Charges and Instructions.......................................3
6. Limitation of Liability and Indemnification............................3
7. Confidentiality........................................................4
8. Compliance with Governmental Rules and Regulations.....................4
9. Status of X.X. Xxxxxx..................................................4
10. Printed Matter Concerning MSIM or X.X. Xxxxxx..........................4
11. Term, Amendment and Termination........................................5
12. Notices................................................................5
13. Non-Assignability......................................................5
14. Successors.............................................................5
15. Governing Law..........................................................5
16. Counterparts...........................................................5
Signatures..................................................................6
SCHEDULES
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Schedule A - Fund Accounting Fees and Services
Schedule B - Fund Administration Fees and Services
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SUB-ADMINISTRATION AGREEMENT
Agreement dated as of February 20, 2007 between Xxxxxx Xxxxxxx Investment
Management Inc., a Delaware corporation (the "MSIM"), and X.X. Xxxxxx Investor
Services Co., a Delaware corporation ("X.X. Xxxxxx").
WHEREAS, MSIM acts as Administrator to Xxxxxx Xxxxxxx Emerging Markets
Domestic Debt Fund, Inc. (the "Fund"); and
WHEREAS, X.X. Xxxxxx is a service company which provides sub-administrative
and other services to investment companies and others; and
WHEREAS, MSIM desires to retain X.X. Xxxxxx to render certain
sub-administrative, and other services for the benefit of the Fund and X.X.
Xxxxxx is willing to render such services set forth below;
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Appointment of Sub-Administrator
MSIM hereby appoints X.X. Xxxxxx to act as Sub-Administrator to provide
certain administrative services for the Fund for the benefit of the Fund for the
period and on the terms set forth in this Agreement. X.X. Xxxxxx accepts such
appointment and agrees to render the services and provide, at its own expense,
the office space, furnishings and equipment and the personnel required by it to
perform the services on the terms and for the compensation herein provided. In
connection with such appointment, MSIM will deliver to X.X. Xxxxxx copies of
each of the following documents (upon MSIM's receipt thereof) and will deliver
to it all future amendments and supplements, if any:
A. The Articles of Incorporation of MSIM as presently in effect and as
amended from time to time;
B. MSIM's By-Laws as presently in effect as amended from time to time;
C. A copy of the resolution of MSIM's Board of Directors authorizing this
Agreement;
D. MSIM's registration statement on Form N-2 as filed with, and declared
effective by, the U.S. Securities and Exchange Commission, and all
amendments thereto;
E. A copy of the Investment Advisory and Management Agreement between the
Fund and Xxxxxx Xxxxxxx Investment Management Inc. (the "Adviser");
F. A copy of the Custodian Agreement between MSIM and JPMorgan Chase
Bank, N.A. (the "Custodian Agreement"); and
G. Copies of the resolutions of MSIM's Board of Directors authorizing:
(1) certain officers and employees of X.X. Xxxxxx to give instructions
to the Fund's Custodians pursuant to the Custodian Contracts, and (2)
certain officers and employees of X.X. Xxxxxx to give instructions to
the Fund's Transfer Agent pursuant to the Transfer Agent Agreement,
and (3) certain officers and employees of X.X. Xxxxxx to sign checks
and pay expenses on behalf of MSIM.
2. Representations and Warranties of X.X. Xxxxxx
X.X. Xxxxxx represents and warrants to MSIM that:
A. It is a Delaware corporation, duly organized and validly existing in
good standing under the laws of the State of Delaware.
B. It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform the services
contemplated in this Agreement.
C. All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
D. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
3. Services Provided by X.X. Xxxxxx
X.X. Xxxxxx will provide the fund accounting and fund administration
services set forth in the attached Schedules A and B, subject to the control and
supervision of MSIM and the Fund's Board of Directors, and in compliance with
the objectives, policies and limitations set forth in the Fund's registration
statement, By-Laws and applicable laws and regulations.
4. Services To Be Obtained Independently By MSIM
The following services and related costs and expenses shall be provided or
obtained independently by the Fund or MSIM at no expense to X.X. Xxxxxx:
A. Organizational expenses;
B. Services of an independent registered public accounting firm;
C. Services of outside legal counsel (including such counsel's review of
the Fund's registration statement, proxy materials and other reports
and materials prepared by X.X. Xxxxxx under this Agreement);
D. Any services contracted for by the Fund directly from parties other
than X.X. Xxxxxx, including the services of any other administrators
retained by the Fund;
E. Trading operations and brokerage fees, commissions and transfer taxes
in connection with the purchase and sale of securities for its
investment portfolio;
F. Taxes, insurance premiums and other fees and expenses applicable to
its operation;
G. Investment advisory services;
H. Costs incidental to any meetings of shareholders including, but not
limited to, legal and accounting fees, proxy filing fees and the
preparation, printing and mailing of any proxy materials;
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I. Costs incidental to Directors' meetings, including fees and expenses
of Directors;
J. The salary and expenses of any officer or employee of the Fund;
K. Custodian and depository banks, and all services related thereto;
L. Costs incidental to the preparation, printing and distribution of its
registration statement and any amendments thereto, and shareholder
reports;
M. All registration fees and filing fees required under the securities
laws of the United States and state regulatory authorities;
N. Fidelity bond and Director's and Officers liability insurance; and
O. Transfer agency and dividend reinvestment services.
5. Prices, Charges and Instructions
A. MSIM will pay to X.X. Xxxxxx, as compensation for the services
provided and the expenses assumed pursuant to this Agreement, as
agreed to in a written fee schedule approved by the parties hereto
(see Schedule A).
B. At any time X.X. Xxxxxx may apply to any officer of the Fund or MSIM
or officer of the Adviser for instructions, and may consult with legal
counsel for the Fund or MSIM, or its own outside legal counsel, with
respect to any matter arising in connection with the services to be
performed by X.X. Xxxxxx under this Agreement and X.X. Xxxxxx shall
not be liable and shall be indemnified by MSIM for any action taken or
omitted by it in good faith in reliance upon such instructions. In
carrying out its duties hereunder, X.X. Xxxxxx shall be entitled to
act in accordance with instructions of the Fund or MSIM contained in
documents reasonably believed by X.X. Xxxxxx to be genuine and to have
been signed by the proper person or persons and shall not be held to
have notice of any change of authority of any person, until receipt of
written notice thereof from the Fund or MSIM.
6. Limitation of Liability and Indemnification
A. J.P. Xxxxxx shall be responsible for the performance of only such
duties as are set forth or contemplated herein or contained in any
separate writing contemplated under Section 3.A hereof or in
instructions given to it which are not contrary to this Agreement.
X.X. Xxxxxx shall have no liability for any loss or damage resulting
from the performance or non-performance of its duties hereunder unless
solely caused by or resulting from gross negligence, willful
misconduct or bad faith of X.X. Xxxxxx, its officers and employees.
B. MSIM shall indemnify and hold X.X. Xxxxxx harmless from all loss,
cost, damage and expense, including reasonable expenses for counsel,
incurred by X.X. Xxxxxx resulting from any claim, demand, action or
omission by it in the performance of its duties hereunder, or as a
result of acting upon any instructions reasonably believed by it to
have been executed by a duly authorized officer of MSIM or of MSIM's
investment advisers, provided that this indemnification shall not
apply to actions or omissions of X.X. Xxxxxx, its officers, employees
or agents in cases of its or their own negligence or willful
misconduct.
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C. MSIM will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit
brought to enforce any liability subject to the indemnification
provided above, but, if MSIM elects to assume the defense, such
defense shall be conducted by counsel chosen by MSIM. In the event
MSIM elects to assume the defense of any such suit and retain such
counsel, X.X. Xxxxxx or any of its affiliated persons, named as
defendant or defendants in the suit, may retain additional counsel but
shall bear the fees and expenses of such counsel unless at such time
MSIM specifically authorized in writing the retaining of such counsel
at MSIM's expense.
D. No provisions of this Agreement shall be deemed to protect X.X. Xxxxxx
or any of its directors, officers and/or employees, against liability
to MSIM or its shareholders or to MSIM to which it might otherwise be
subject by reason of any fraud, willful misfeasance or gross
negligence in the performance of its duties or the reckless disregard
of its obligations under this Agreement.
7. Confidentiality
X.X. Xxxxxx agrees that, except as otherwise required by law, X.X. Xxxxxx
will keep confidential all records and information in its possession relating to
the Fund or its shareholders or shareholder accounts and will not disclose the
same to any person except at the request or with the written consent of the
Fund.
8. Compliance with Governmental Rules and Regulations
X.X. Xxxxxx assumes no responsibility hereunder for the Fund's complying
with all applicable requirements of the Securities Act of 1933, the Investment
Company Act of 1940 and the Securities Exchange Act of 1934, all as amended, and
any laws, rules and regulations of governmental authorities having jurisdiction,
except to the extent that X.X. Xxxxxx specifically assumes any such obligations
under the terms of this Agreement.
X.X. Xxxxxx shall maintain and preserve for the periods prescribed, such
records relating to the services to be performed by X.X. Xxxxxx under this
Agreement as are required pursuant to the Investment Company Act of 1940 and the
Securities Exchange Act of 1934. All such records shall at all times remain the
respective properties of the Fund, shall be readily accessible during normal
business hours to the Fund, MSIM and X.X. Xxxxxx, and shall be promptly
surrendered upon the termination of this Agreement or otherwise on written
request. Records shall be surrendered in usable machine readable form.
9. Status of X.X. Xxxxxx
The services of X.X. Xxxxxx to MSIM and the Fund are not to be deemed
exclusive, and X.X. Xxxxxx shall be free to render similar services to others so
long as X.X. Xxxxxx'x services under this Agreement are not impaired thereby.
X.X. Xxxxxx shall be deemed to be an independent contractor, and shall, unless
otherwise expressly provided herein or authorized by MSIM or the Fund from time
to time, have no authority to act or represent MSIM or the Fund in any way or
otherwise be deemed an agent of MSIM or the Fund.
10. Printed Matter Concerning MSIM or X.X. Xxxxxx
Neither MSIM nor X.X. Xxxxxx shall publish and circulate any printed matter
which contains any reference to the other party without its prior written
approval, excepting such printed matter as refers in
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accurate terms to X.X. Xxxxxx'x appointment under this Agreement and except as
required by applicable laws.
11. Term, Amendment and Termination
This Agreement will become effective upon the date hereabout written and
shall continue in effect thereafter until terminated by X.X. Xxxxxx or MSIM upon
60 days' prior written notice to the other. This Agreement shall automatically
terminate in the event of its assignment (as defined in the 1940 Act).
12. Notices
Any notice or other communication authorized or required by this Agreement
to be given to any party mentioned herein shall be sufficiently given if
addressed to such party and mailed postage prepaid or delivered to its principal
office.
13. Non-Assignability
This Agreement shall not be assigned by any of the parties hereto without
the prior consent in writing of the other party. X.X. Xxxxxx may, without
further consent on the part of MSIM, subcontract for the performance hereof with
subsidiaries or other affiliates of X.X. Xxxxxx; provided, however, that X.X.
Xxxxxx shall be as fully responsible to MSIM for the acts and omissions of any
subcontractor as it is for its own acts and omissions and shall be responsible
for its choice of subcontractor.
14. Successors
This Agreement shall be binding on and shall inure to the benefit of MSIM
and X.X. Xxxxxx, and their respective successors.
15. Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
16. Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed as of the day and year first above written.
XXXXXX XXXXXXX INVESTMENT
MANAGEMENT INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President and Principal Executive Officer
X.X. XXXXXX INVESTOR SERVICES CO.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
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SCHEDULE A
FUND ACCOUNTING FEES AND SERVICES
FUND ACCOUNTING FEE SCHEDULE:
OPEN AND CLOSED END FUNDS:
THE FUND ACCOUNTING FEE IS DETERMINED BY FIRST CALCULATING THE COMPLEX LEVEL
BASIS POINT CHARGE*, PRO-RATING THE TOTAL CHARGE TO EACH OF THE FUNDS BASED UPON
ASSETS, AND THEN APPLYING EITHER THE BASIS POINT CHARGE OR FUND MINIMUM,
WHICHEVER IS HIGHER.
(1) BASIS POINT CHARGE CALCULATED AS FOLLOWS:
o 0.905 bps on first $40 billion
o 0.820 bps on next $20 billion
o 0.70 bps on all assets over $60billion.
(2) FUND MINIMUM CALCULATED AS FOLLOWS:
o "Standard" funds at $25,000
o "Complex" funds at $30,000
o "Super Complex" funds at $50,000
JPMorgan would categorize the Xxxxxx Xxxxxxx book of funds as follows: 42
Standard funds, 24 Complex funds, and 2 Super Complex funds. (details of fund
categorization can be provided)
* (Basis point charge will be applied to the aggregate level of the assets of
the Xxxxxx Xxxxxxx funds covered under this fee schedule.)
DAILY FUND ACCOUNTING - CORE SERVICE SET
Standard/Automated Inputs
Trade Processing
Capital Stock Processing
Expense Processing
Portfolio Income Recognition
Corporate Actions Processing
Daily Market Value Calculations utilizing automated price vendors
Standard/Automated Reporting & Deadlines
NAV Calculation (single class)
Standard NAV Delivery Timeframe (Based on market close)
Rate Calculation for daily distributing funds
NAV/Rate reporting to four parties
Fund Information Reporting to Client & 3rd Party Reporting Agency
Risk Reporting (e.g., Statistics, Past Due Income, etc.)
Daily Cash Reconciliation
Weekly Asset Reconciliation
Monthly SEC Yield calculations
Other Core Services
External Audit & Client Due Diligence Co-ordination
Generally Accepted Accounting Principles and Materially Thresholds to Support a
daily valuation environment
Sch A-1
FUND ACCOUNTING - ADDITIONAL SERVICES
ADDITIONAL SERVICES CURRENTLY USED BY XXXXXX XXXXXXX
Additional Classes of shares $1,000/class/year (currently waived)
Fair Market Value Calculations $1,500/fund/year
Market Value Calculations utilizing Manual Prices (Broker $1.25/quote/day
Pricing)
3rd Party Custody Funds (Thai Fund) $7,500 additional/fund (currently waived)
Projection of Income and Expenses $500/fund/year (currently waived)
Fund Mergers / Liquidations / Launches / Tender Offers / $1,000 per event (currently waived)
Rights Offerings / Stock Splits/ In-kind transactions
Customized Programming At Cost
Out of Pocket Expenses (including SAS 70) At Cost
ADDITIONAL SERVICES NOT CURRENTLY USED BY XXXXXX XXXXXXX
Non-standard delivery timeframe of NAV's/Rates TBD
Manual End of Day NAV/Rate Reporting TBD
End of Day NAV/Rate Delivery for more than Four Parties TBD
Materiality thresholds below market accepted levels based TBD
on Industry Standards
Daily or Weekly SEC yield calculations $2,500 per fund per year
DERIVATIVES:
Processing of exchange traded and over-the-counter derivatives is currently
included in the fund accounting fees above and assumes current activity levels.
Any significant increases in volume or processing requirements may result in a
need to review the fee schedule to contemplate additional charges and/or a need
to move processing into a more appropriate operational model. JPMorgan offers a
full suite of Global Derivatives services and a fee schedule for these services
is available upon request.
Sch A-2
SCHEDULE B
FUND ADMINISTRATION FEES AND SERVICES
FUND ADMINISTRATION FEE SCHEDULE:
OPEN AND CLOSED END FUNDS:
THE FUND ADMINISTRATION FEE IS DETERMINED BY FIRST CALCULATING THE COMPLEX LEVEL
BASIS POINT CHARGE*, PRO-RATING THE TOTAL CHARGE TO EACH OF THE FUNDS BASED UPON
ASSETS, AND THEN APPLYING EITHER THE BASIS POINT CHARGE OR FUND MINIMUM,
WHICHEVER IS HIGHER.
(1) BASIS POINT CHARGE CALCULATED AS FOLLOWS:
o 0.985bps on first $40 billion
o 0.940bps on next $20 billion
o 0.845bps on all assets over $60 billion
(2) FUND MINIMUM CALCULATED AS FOLLOWS:
o $30,000 per fund
* (Basis point charge will be applied to the aggregate level of assets of the
Xxxxxx Xxxxxxx funds covered under this fee schedule.)
COMPLIANCE AND TREASURY--CORE SERVICE SET (INCLUDING PREPARATION, REVIEW, AND
DISTRIBUTION OF THE FOLLOWING):
Daily 1940 Act Compliance Monitoring (see compliance responsibilities manual for
a detailed description of services provided)
Daily Prospectus/SAI Compliance Monitoring (see compliance responsibilities
manual for a detailed description of services provided)
Quarterly IRS Diversification, Quarterly Tax Exempt Diversification & Annual 90%
Good Income Tests
Provide Form N-1A / N-2 / 24f-2 Filing Data
Budgeting, Expense Accruals, Cash Disbursements and Due Diligence Reporting
Audit Co-ordination and Support
Reporting
Quarterly Board Reporting
Monthly Management Reporting
Monthly Survey Reporting (10 Surveys at no charge - thereafter $500 per survey
per fund charge)
Monthly Portfolio Turnover & Long-term Cost Rollforward
Periodic Distribution Calculations
Monthly Performance Reporting (Pre-Tax) (NAV & Market - Closed End Funds)
Tax Reporting
Annual ICI Primary & Secondary
1099 Misc Preparation
Blue Sky Reporting
Sch B-1
COMPLIANCE & TREASURY - ADDITIONAL SERVICES
ADDITIONAL SERVICES CURRENTLY USED BY XXXXXX XXXXXXX
Securities lending limitations $500 per fund (currently waived)
Repo Agreement Compliance Monitoring $500 per fund (currently waived)
Rule 18/f/10666 $500 per fund (currently waived)
Daily 2a-7 Reporting $500 per fund (currently waived)
Rule 38a-1 Chief Compliance Officer Support Services $600 per fund
Administration of Deferred Directors' compensation plan $500 per fund (currently waived)
Monthly Web-site Reporting $1,000 per report (currently waived)
Fund Mergers / Liquidations / Launches / Tender Offers $5,000 per event (currently waived)
/ Rights Offerings / Stock Splits
Total Return Performance Reporting
Post-Tax Reporting (yearly) No charge
Client Specific Reporting/ Services
Daily Cap Stock Flows File $100 per report (currently waived)
Monthly Cap Stock Turnover $500 per report (currently waived)
Monthly Undistributed Cap Gains Reporting $500 per report (currently waived)
Closed Account Run-off $500 per schedule per fund (currently waived)
Weekly Money Market Survey Reporting $500 per survey per week (currently waived)
Venezuelan Tax Returns & G-Tax Filing Information $1,000 per return/filing (currently waived)
Osaka Stock Exchange Reporting $5,000 per report (currently waived)
Buyback / DWAC Closed End Share Program $1,000 per event (currently waived)
Broker Commissions Enhanced Reporting (soft dollar) $5,000 per report (currently waived)
Monthly Derivatives Summary Reporting $500 per report (currently waived)
Form N-14 Filing Data $1,000 per fund (currently waived)
Customized Programming At Cost
Out of Pocket Expenses (including CCO Agreed Upon At Cost, plus administrative charges
Procedures Reporting)
ADDITIONAL SERVICES NOT CURRENTLY USED BY XXXXXX
XXXXXXX
Total Return Performance Reporting
Pre-Tax Reporting (daily) $1,000 per class
Benchmark Reporting At cost for benchmark functionality and data plus $1,000
per index
Additional miscellaneous reports $500 per report
Sch B-2
TAX CORE SERVICE SCOPE
Includes preparation and review of:
o Fiscal and excise tax provisions (includes all book/tax adjustments
except those noted in the additional services section)
o Federal income, state income and Federal excise tax returns (including
filings by extended due dates)
o Year end re-characterizations, return of capital, foreign tax credit,
annual QDI and tax exempt percentage for completion of Form 1099 DIV
o Year end shareholder reporting requirements (state by state, country
by country, treas. Inc./assets, intangible tax)
o IRS asset diversification and good income tests
o Periodic distributions
o 60 day notice information
o Quarterly tax exempt asset test and annual foreign security asset test
o Annual QII
Tax shelter reporting
Tax preparation and review of all items regarding liquidations or mergers
Up to 25 hours of tax consultation and research per year per Fund Complex
Review of complex corporate actions
Preparation and review of one income distribution estimate, including capital
gains, during the fund's fiscal year
Support financial statement process by preparing and reviewing the following:
o ROC SOP disclosure
o Tax Footnote disclosure
TAX ADDITIONAL SERVICE
ADDITIONAL SERVICES CURRENTLY USED BY XXXXXX XXXXXXX
x XXXXX OID calculations/ CDO calculations (excludes MSIFT funds) $1,500 per fund per year
o REIT Funds (excludes MSUIF and MSIF Real Estate Funds) $1,500 per fund per year
o Greater than one distribution estimate $500 per fund per event
o Pre merger tax analytics $500 per fund per year
ADDITIONAL SERVICES NOT CURRENTLY USED BY XXXXXX XXXXXXX
o Equalization calculations $1,000 per fund per year
o Monthly QII $3,000 per fund per year
o Periodic QDI estimates $500 per fund per year
o Accelerated Fiscal or Excise Tax Reporting $500 per fund per year
o Tax consulting above 25 hours annually $100 per hour
o Signature on tax return filings as paid preparer $2,500 per fund per year
o FIRPTA calculations $500 per fund per year
o Letter ruling requests $100 per hour
Sch B-3
FINANCIAL REPORTING CORE SERVICE SET (INCLUDES PREPARATION, REVIEW, AND
DISTRIBUTION OF THE FOLLOWING:)
Co-ordination, preparation and review of financial statements (annual and
semi-annual), including:
o Statement of Investments, Statement of Assets & Liabilities, Statement of
Operations
o Statement of Changes in Net Assets, Statement of Cash Flows
o Financial Highlights
o Notes to Financial Statements
o Review of MD&A
o Preparation and review of line graphs and performance information
Preparation, review and filing of SEC Form N-SAR
Review of SEC Form N-CSR
FINANCIAL REPORTING - ADDITIONAL SERVICES
ADDITIONAL SERVICES CURRENTLY USED BY XXXXXX XXXXXXX
N-14 or Seed Financial Statements $2,000 per fund per instance
Preparation and review of Form 5500 $1,000 per form (currently waived)
Preparation and Review of Form N-Q $750/fund/year
Framemaker Typesetting Package $4,000/fund/year
Preparation and Review of India Mauritius filing (where appropriate) $750 per filing (currently waived)
Customized Programming At Cost
Out of Pocket Expenses At Cost
Sch B-4
