(h)(ii)
MUTUAL FUNDS SERVICE AGREEMENT
O FUND ADMINISTRATION SERVICES
O FUND ACCOUNTING SERVICES
XXXXXXXX GLOBAL SERIES TRUST
SEPTEMBER 1, 2003
MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
1. Appointment...................................................... 1
2. Representations and Warranties................................... 1
3. Delivery of Documents............................................ 3
4. Services Provided................................................ 3
5. Fees and Expenses................................................ 4
6. Limitation of Liability and Indemnification...................... 6
7. Term............................................................. 9
8. Notices.......................................................... 9
9. Waiver........................................................... 10
10. Force Majeure.................................................... 10
11. Amendments....................................................... 10
12. Severability..................................................... 10
13. Governing Law.................................................... 10
14. Privacy.......................................................... 11
Signatures............................................................... 11
MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS (CONTINUED)
PAGE
Schedule A -- Fees and Expenses........................................ A-1
Schedule B -- Fund Administration Services Description................. B-1
Schedule C -- Fund Accounting Services Description..................... C-1
MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of September 1, 2003 by and between Xxxxxxxx Global
Series Trust (the "Trust"), a Massachusetts business trust, on behalf of its
series, Xxxxxxxx North American Equity Fund (the "Fund")and X.X. XXXXXX INVESTOR
SERVICES CO. ("X.X. Xxxxxx"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to contract with X.X. Xxxxxx to provide certain
services with respect to the Fund;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints X.X. Xxxxxx to provide services
for the Fund, as described hereinafter, subject to the supervision of the Board
of Trustees of the Trust (the "Board"), 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 the Fund 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 and the State of New York;
(iii) X.X. Xxxxxx is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into and perform this Agreement;
(iv) all requisite corporate proceedings have been taken to
authorize X.X. Xxxxxx to enter into and perform this Agreement;
1
(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; and
(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;
(b) The Fund represents and warrants to X.X. Xxxxxx that:
(i) the Fund is a series of shares of beneficial interest of the
Trust, which is a Massachusetts business trust;
(ii) the Fund is empowered under applicable laws and by its
Agreement and Declaration of Trust and By-Laws to enter into and perform this
Agreement;
(iii) all requisite proceedings have been taken to authorize the
Fund to enter into and perform this Agreement;
(iv) the Fund is an investment company registered under the 1940
Act;
(v) a registration statement under the Securities Act of 1933, as
amended ("1933 Act") and the 1940 Act on Form N-1A has been filed and will be
effective and will remain effective during the term of this Agreement; (vi) no
legal or administrative proceedings have been instituted or threatened which
would impair the Fund's ability to perform its duties and obligations under this
Agreement;
(vii) the Fund's registration statements comply in all material
respects with the 1933 Act and the 1940 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) the Fund's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of the Fund or any law or regulation applicable to it.
3. DELIVERY OF DOCUMENTS.
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(a) The Fund 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 request or requires to properly
discharge its duties. Such documents may include but are not limited to the
following:
(1) Resolutions of the Board authorizing the appointment of X.X. Xxxxxx to
provide certain services to the Fund and approving this Agreement;
(2) The Fund's Agreement and Declaration of Trust;
(3) The Fund's By-Laws;
(4) The Fund's Notification of Registration on Form N-8A under the 1940 Act
as filed with the Securities and Exchange Commission ("SEC");
(5) The Fund's registration statement including exhibits, as amended, on
Form N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act, as
filed with the SEC;
(6) Copies of the Investment Advisory Agreement between the Fund and its
investment adviser (the "Advisory Agreement");
(7) Opinions of counsel and auditors' reports;
(8) The Fund's 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
(9) Such other agreements as the Fund may enter into from time to time
including securities lending agreements, futures and commodities account
agreements, brokerage agreements and options agreements.
(b) X.X. Xxxxxx shall furnish to the Trust a copy of each SAS 70
completed in respect of it during the term of this Agreement, as soon as
practicable following the completion of such SAS 70
4. SERVICES PROVIDED.
(a) X.X. Xxxxxx will provide the following services subject to the control,
direction and supervision of the Board and in compliance with the objectives,
policies and limitations set forth in the Fund's Registration Statement,
Agreement and Declaration of Trust
3
and By-Laws; applicable U.S. laws and regulations; and all resolutions and
policies implemented by the Board, of which X.X. Xxxxxx has been notified by the
Fund:
(i) Fund Administration and Fund Accounting
(ii) A detailed description of each of the above services is contained
in Schedules B and C respectively, to this Agreement.
(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) at the Trust's request, provide the services of individuals to
serve as officers of the Trust, who will be designated by X.X. Xxxxxx, subject
to election by the Board;
(iii) provide or otherwise obtain personnel sufficient for provision
of the services contemplated herein;
(iv) furnish equipment and other materials, which are necessary or
desirable for provision of the services contemplated herein; and
(v) keep records relating to the services provided hereunder in such
form and manner as may be appropriate or advisable, including all such records
as are required by law to be maintained by a registered investment company .
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 Fund and
will be preserved for the periods prescribed under Rule 31a-2 under the 1940
Act, maintained at the Fund's expense, and made available in accordance with
such Section and rules. Upon termination of this Agreement for any reason
whatsoever, X.X. Xxxxxx will surrender all such records to the Trust at the
Trust's request. X.X. Xxxxxx may keep a copy of such records for its records,
which it will hold strictly confidential. For purposes of clarity, X.X. Xxxxxx'x
obligation so to surrender records to the Trust shall be effective and binding
at all times, regardless of any dispute with, or alleged breach by, the Trust
under this Agreement. Under no circumstances will X.X. Xxxxxx raise any breach
of this Agreement by the Trust, or any other claim by X.X. Xxxxxx against the
Trust, as a defense or
4
impediment to X.X. Xxxxxx'x obligation to surrender records to the Trust
pursuant to this paragraph.
5. FEES AND EXPENSES.
(a) As compensation for the services rendered to the Fund pursuant to
this Agreement the Fund shall pay X.X. Xxxxxx monthly fees determined as set
forth in Schedule A to this Agreement. Such fees are to be billed monthly and
shall be due and payable within 30 days following 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 within 30 days following the date of such
termination.
(b) For the purpose of determining fees calculated as a function of
the Fund's assets, the value of the Fund's assets and net assets shall be
computed as required by its currently effective Prospectus, generally accepted
accounting principles, and resolutions of the Board.
(c) The Fund 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 Fund's 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 at its customary rates and charges.
(d) 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. The Fund agrees to promptly reimburse X.X. Xxxxxx for
any services, equipment or supplies ordered by or for the Fund through X.X.
Xxxxxx and previously approved by the Fund and for any other expenses that X.X.
Xxxxxx may incur on the Fund's behalf at the Fund's request or as consented to
by the Fund. The Fund will bear all of the expenses of its operations not
assumed by X.X. Xxxxxx hereunder, including without limitation taxes; interest;
brokerage fees and commissions; salaries and fees of officers and trustees who
are not officers, directors, shareholders or employees of X.X. Xxxxxx, or the
Fund's investment adviser or distributor; SEC and state Blue Sky registration
and qualification fees, levies, fines and other charges; XXXXX
5
filing fees, postage and mailing costs; costs of share certificates; advisory
and administration fees; charges and expenses of pricing and data services,
independent public accountants and custodians; insurance premiums including
fidelity bond premiums; legal expenses; consulting fees; customary bank charges
and fees; costs of maintenance of trust existence; expenses of typesetting and
printing of Prospectuses for regulatory purposes and for distribution to current
shareholders of the Fund (the Fund's distributor to bear the expense of all
other printing, production, and distribution of Prospectuses, and marketing
materials); expenses of printing and production costs of shareholders' reports
and proxy statements and materials; expenses of proxy solicitation, proxy
tabulation and annual meetings; costs and expenses of Fund stationery and forms;
costs and expenses of special telephone and data lines and devices; costs
associated with trust, shareholder, and Board meetings; trade association dues
and expenses; reprocessing costs to X.X. Xxxxxx caused by third party errors;
copying charges; overtime work when necessitated by unusual client requests
(provided that the Trust has been advised in advance that overtime charges will
be incurred in respect of any such request); microfilm and storage, audio
response unit costs; corporate action services; service termination and
conversion costs agreed by the parties; any expenses necessitated by regulatory
or legal changes; and any extraordinary expenses and other customary Fund
expenses. In addition, X.X. Xxxxxx may, with the Trust's consent, utilize one or
more independent pricing services to obtain securities prices and to act as
backup to the primary pricing services designated by the Fund, in connection
with determining the net asset values of the Fund. The Fund will reimburse X.X.
Xxxxxx for the Fund's 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
Fund.
(e) 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 within 30
days following receipt of the invoice.
(f) 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 and all costs and expenses of
effecting collection of any such sums, including reasonable attorney's fees,
shall be paid by the Fund to X.X. Xxxxxx.
6
(g) In the event that the Fund 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 the Fund),
this Agreement may be terminated upon thirty (30) days' written notice to the
Fund by X.X. Xxxxxx. The Fund 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 error of judgment or
mistake of law or for any loss or expense suffered by the Fund or third parties,
in connection with the matters to which this Agreement relates, except for a
loss or expense solely caused by or resulting from X.X. Xxxxxx'x negligence or
willful misconduct.
(b) The Fund shall indemnify and hold X.X. Xxxxxx and its directors,
officers, agents and employees (collectively the "Indemnitees") 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, the
Indemnitees or any of them in the performance of its/their duties hereunder,
including but not limited to those arising out of or attributable to:
(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 Fund, and which have been prepared or maintained
by the Fund or any third party on behalf of the Fund;
(iii) the Fund's refusal or failure to comply with the terms of
this Agreement or the Fund'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 the Fund
hereunder;
7
(v) following any instructions or other directions reasonably
believed to be requests of the Fund 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 the Fund, its investment advisers
and/or sub-advisers, and providers of other services 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;
(vii) any failure of the Fund's registration statement to comply
with the 1933 Act and the 1940 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 adviser 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
(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 advisers, distributor, administrator or sponsor;
provided, however, that the Fund will have no obligation to indemnify any
Indemnitee for any Losses causes by the negligence, wilful misconduct, or bad
faith of any Indemnitee, or by the reckless disregard by any Indemnitee of his
or its obligations under this Agreement. The Fund shall be entitled to
participate at its own expense or, if it so elects, to assume the defense of any
claim or suit brought to enforce any claim subject to this indemnity provision.
If the Fund elects to assume the defense of any such claim or suit, the defense
shall be conducted by
8
counsel chosen by the Fund. In the event that the Fund elects to assume the
defense of any claim or suit and retain counsel, X.X. Xxxxxx shall bear the fees
and expenses of any additional counsel retained by it.
(d) 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 the Fund and its
custodians, officers and directors, investment advisers and sub-advisers,
investors, 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 consult with and rely on the advice and opinions of outside legal counsel and
public accountants retained by the Fund, as necessary or appropriate; provided
that X.X. Xxxxxx shall not consult with any such legal counsel or accountants
without first having obtained the consent of the Fund, which shall not be
unreasonably withheld..
(e) 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 such 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; provided,
however, that the Trust may terminate this Agreement immediately upon notice to
X.X. Xxxxxx in the event of a material breach of this Agreement by X.X. Xxxxxx,
which has not been remedied after 30 days written notice of the breach to X.X.
Xxxxxx by the Trust. Upon termination of this Agreement, the Fund 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
of termination or after the date that the provision of services ceases,
whichever is later.
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 otherwise) or upon confirmed receipt of telex or
facsimile, whichever occurs first, or
9
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 the Fund:
Xxxxxxxx North American Equity Fund
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
Fax: 000-000-0000
If to X.X. Xxxxxx:
X.X. Xxxxxx Investor Services Co.
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx, General Counsel
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. X.X. Xxxxxx shall not be responsible or liable for any
harm, loss or damage suffered by the Fund, its investors, or other third parties
or for any failure or delay in performance of X.X. Xxxxxx'x obligations under
this Agreement arising out of or caused, directly or indirectly, by
circumstances beyond X.X. Xxxxxx'x control. In the event of a force majeure, any
resulting harm, loss, damage, failure or delay by X.X. Xxxxxx will not give the
Fund the right to terminate this Agreement, unless the Trust reasonably
determines that it is unlikely that X.X. Xxxxxx will be able to perform its
obligations under this Agreement promptly upon the cessation of the event or
circumstance giving rise to such force majeure.
11. AMENDMENTS. This Agreement may be modified or 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. 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.
10
13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS
OF THE STATE OF NEW YORK.
14. PRIVACY. In accordance with the Securities and Exchange Commission's
Regulation S-P ("Regulation S-P"), "nonpublic financial information", within the
meaning of Regulation S-P, relating to consumers or customers of the Trust
provided by, or at the direction of the Trust to X.X. Xxxxxx, or collected or
retained by X.X. Xxxxxx in the course of performing its duties under this
Agreement shall be considered confidential information. X.X. Xxxxxx agrees that
it shall not use such 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 Trust 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 the Trust, (iii)
as required by law or (iv) subject to (i) above, as permitted by law. 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. 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 consumers or customers of the Trust. The Trust represents
to X.X. Xxxxxx that it has adopted a statement of its privacy policies and
practices as required by Regulation S-P and agrees to provide X.X. Xxxxxx with a
copy of that statement annually.
A copy of the Agreement and Declaration of Trust of Xxxxxxxx Global Series Trust
is on file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of the Trustees,
officers, or shareholders individually but are binding only upon the assets and
property of the Fund.
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.
XXXXXXXX GLOBAL SERIES TRUST,
ON BEHALF OF ITS XXXXXXXX NORTH AMERICAN EQUITY FUND SERIES
By: /s/ XXXXXXXXX XXXXX
Name: Xxxxxxxxx Xxxxx
Title: President
X.X. XXXXXX INVESTOR SERVICES CO.
By: /s/ XXXXXXXX XXXXX
Name: Xxxxxxxx Xxxxx
Title: President and Chief Executive Officer
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
FUND ADMINISTRATION AND ACCOUNTING FEES
A. For the services rendered under this Agreement, the Fund shall pay to
the Administrator a monthly fee based on the following annual rates:
ADMINISTRATION
$24,000 per fund plus,
0.0035 of 1% on the first $ 1 billion in average daily net assets, plus
0.0020 of 1% of the average daily net assets in excess of $1 billion.
ACCOUNTING
$30,000 per fund plus,
0.0040 of 1% on the first $ 1 billion in average daily net assets, plus
0.0030 of 1% of the average daily net assets in excess of $1 billion.
B. Out-of-pocket expenses will be computed, billed and payable monthly.
B-1
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF FUND ADMINISTRATION
AND 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, with
respect to these services.
I. ROUTINE FINANCIAL REPORTING SERVICES
A. Semi-annual and annual reports. Prepare for review and approval by
Fund's officers, financial information for the Fund's semi-annual
reports, annual reports and financial statements for routine
prospectus updates.
B. Regular N-SAR filings. Prepare for review and approval by Fund's
officers, Form N-SAR. Upon approval of the N-SAR by the Fund's adviser
and officers, X.X. Xxxxxx will file Form N-SAR with the SEC.
C. 24f-2 Notices. Prepare and file with the SEC the annual Rule 24f-2
Notice, upon approval by Fund officers.
D. N-CSR filings. Prepare and review Item 1 of form N-CSR and assist in
coordination of all other items of Form N-CSR for review and approval
by Fund's officers, and prepare for electronic filing (via the SEC's
electronic filing system ("XXXXX")) of the Fund's Form N-CSR. The Fund
will bear the costs of filing and of formatting ("EDGARizing") all
documents for filing. Upon approval of Form N-CSR by the Fund's
advisor and officers, coordinate the filing with the SEC.
E. Total Return: Prepare total return calculations monthly.
II. ROUTINE TAX SERVICES
A. Tax filings. Working with the Fund's independent public accountants or
other professionals, assist with the preparation and filing of (1) the
Fund's Federal tax returns on Form 1120 RIC and Form 8613 and (2)
state and local return as directed by the Fund.Additional state
returns will be billed separately.
B. 1099-MISC. Provide Form 1099-MISC to persons other than corporations
(i.e., Trustees) to whom the Fund paid more than $600 during the year.
B-2
C. Supplementary tax information. Prepare for review by the Fund's
officers, supplementary information for shareholders' tax purposes as
directed by the Fund.
D. Annual Core Tax Services. Provide annual base services to the Fund,
including analysis of book/tax differences, review of periodic
distributions, performance and review of tax compliance tests,
analysis of corporate actions for appropriate tax treatments and
updates on enacted tax legislation.
III. ROUTINE COMPLIANCE
X.X. Xxxxxx will provide assistance to the Fund and its investment adviser with
respect to compliance with federal tax and securities laws. Responsibility for
such compliance services is 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 Fund and its adviser but is not
intended as an assumption by X.X. Xxxxxx of the adviser's fiduciary duties and
legal responsibilities to the Fund.
A. Portfolio compliance. Monitor and periodically test the Fund's
compliance with such investment restrictions and other regulatory
requirements, as may be agreed to between the adviser, X.X. Xxxxxx and
the Fund (e.g., issuer or industry diversification, etc.).
B. Tax compliance. Monitor and periodically test, including on required
quarterly testing dates, the Fund's compliance with the requirements
of Section 851 of the Internal Revenue Code and applicable Treasury
Regulations for qualification as a regulated investment company.
C. Policies and procedures compliance. Assist the investment adviser with
monitoring its compliance with Fund Board directives, such as
"Approved Issuers Listings for Repurchase Agreements", Rule 17a-7,
Rule 17e-1 and Rule 12d3-1 procedures.
IV. GENERAL ADMINISTRATION
A. Board materials. Prepare or compile performance and expense
information, financial reports, and compliance data and information
for inclusion in the Fund's regular quarterly Board meeting materials.
B. Dividend distributions. Calculate dividend distributions in accordance
with distribution policies detailed in the Fund's prospectuses or
Board resolutions. Assist Fund management in making final
determinations of distribution amounts.
B-3
C. Expense accruals. Prepare Fund, portfolio or class expense
projections, establish accruals and review on a periodic basis,
including expenses based on a percentage of average daily net assets
(e.g., management, advisory and administrative fees) and expenses
based on actual charges annualized and accrued daily (audit fees,
registration fees, directors' fees, etc.).
D. Expense payments. Arrange, if directed by the appropriate Fund
officers, for the payment of the Fund's and each Portfolio's or class'
expenses.
E. Reports to statistical service providers. Report Fund performance to
up to five outside statistical service providers as directed by Fund
management; additional reporting may be subject to additional changes.
F. SEC examinations. Provide support and coordinate communications and
data collection, of records and documents held by X.X. Xxxxxx on the
Fund's behalf, with respect to routine SEC regulatory examinations of
the Fund.
G. Non-executive officers. At the Trust's request, furnish appropriate
non-executive officers for the Fund, such as assistant treasurers and
secretaries.
B-4
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
DESCRIPTION OF FUND ACCOUNTING SERVICES
X.X. Xxxxxx shall provide the following accounting services to the Fund:
A. Maintenance of the books and records for the Fund's assets, including
records of all securities transactions.
B. Calculation of the Fund's Net Asset Value in accordance with the
Prospectus, and after the Fund meets eligibility requirements,
transmission to NASDAQ and to such other entities as directed by the
Fund.
C. Accounting for dividends and interest received and distributions made
by the Fund.
D. Coordinate with the Fund's independent auditors with respect to the
annual audit, and as otherwise requested by the Fund.
E. As mutually agreed upon, X.X. Xxxxxx will provide domestic and/or
international reports.
C-1
