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EX-99.B9-AGENCY
AGENCY AGREEMENT
THIS AGREEMENT made the 10th day of September 1992, by and between XXXXXXX
NATIONAL CAPITAL MANAGEMENT FUNDS, a Massachusetts business trust, having its
principal place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000
("Fund"), and INVESTORS FIDUCIARY TRUST COMPANY, a state chartered trust
company organized and existing under the laws of the State of Missouri, having
its principal place of business at 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx
00000 ("IFTC"):
WITNESSETH:
WHEREAS, Fund desires to appoint IFTC as Transfer Agent and Dividend
Disbursing Agent, and IFTC desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Documents to be Filed with Appointment.
In connection with the appointment of IFTC as Transfer Agent and
Dividend Disbursing Agent for Fund, there will be filed with IFTC
the following documents:
A. A certified copy of the resolutions of the
Board of Trustees of Fund appointing IFTC as Transfer Agent
and Dividend Disbursing Agent, approving the form of this
Agreement, and designating certain persons to give
instructions and requests on behalf of Fund;
B. A certified copy of the Articles of
Incorporation of Fund and all amendments thereto;
C. A certified copy of the Bylaws of Fund;
D. Copies of Registration Statements and
amendments thereto, filed with the Securities and Exchange
Commission.
2. Certain Representations and Warranties of IFTC.
IFTC represents and warrants to Fund that:
A. It is a trust company duly organized and existing and in good
standing under the laws of Missouri.
B. It is duly qualified to carry on its business in the State of
Missouri.
C. It is empowered under applicable laws and by its Articles of
Incorporation and bylaws to enter into and perform the
services contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required
under the Securities Exchange Act of 1934.
E. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement in a timely and professional
manner.
3. Certain Representations and Warranties of Fund.
Fund represents and warrants to IFTC that:
A. It is a Massachusetts business trust duly organized a and
existing and in good standing under the laws of the
Commonwealth of Massachusetts.
B. It is an open-end diversified management investment company
registered under the Investment Company Act of 1940, as
amended.
C. A registration statement under the Securities Act of 1933 has
been filed and will be effective with respect to all shares
of Fund being offered for sale.
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D. All requisite steps have been or will be taken to register
Fund's shares for sale in all applicable states.
E. Fund is empowered under applicable laws and by its charter
and bylaws to enter into and perform this Agreement.
4. Scope of Appointment.
A. Subject to the conditions set forth in this Agreement, Fund
hereby employs and appoints IFTC as Transfer Agent and
Dividend Disbursing Agent effective the day of , 199 .
B. IFTC hereby accepts such employment and appointment and
agrees that it will act as Fund's Transfer Agent and
Dividend Disbursing Agent. IFTC agrees that it will also act
as agent in connection with Fund's periodic withdrawal
payment accounts and other open accounts or similar plans for
shareholders, if any.
C. IFTC agrees to provide the necessary facilities, equipment and
personnel to perform its duties and obligations hereunder in
accordance with industry practice.
D. Fund agrees to use its best efforts to deliver to IFTC in
Kansas City, Missouri, as soon as they are available, all of
its shareholder account records.
E. Subject to the provisions of Sections 19. and 20. hereof,
IFTC agrees that it will perform all of the usual and
ordinary services of Transfer Agent and Dividend Disbursing
Agent and as Agent for the various shareholder accounts,
including, without limitation, the following: maintaining all
shareholder accounts, preparing shareholder meeting lists,
mailing proxies, receiving and tabulating proxies, mailing
shareholder reports and prospectuses, withholding taxes on
nonresident alien and foreign corporation accounts, for
pension and deferred income, backup withholding or other
instances agreed upon by the parties, preparing and mailing
checks for disbursement of income dividends and capital gains
distributions, preparing and filing U.S. Treasury Department
Form 1099 for all shareholders, preparing and mailing
confirmation forms to shareholders and dealers with respect
to all purchases and redemptions of Fund shares and other
transactions in shareholder accounts for which confirmations
are required, recording reinvestments of dividends and
distributions in Fund shares, cooperating with broker-dealers
and financial intermediaries who represent shareholders of
the Fund, and shareholder servicing, including, but not
limited to responding to telephone and written shareholder
inquiries.
5. Limit of Authority.
Unless otherwise expressly limited by the resolution of
appointment or by subsequent action by the Fund, the appointment
of IFTC as Transfer Agent will be construed to cover the full
amount of authorized stock of the class or classes for which IFTC
is appointed as the same will, from time to time, be constituted,
and any subsequent increases in such authorized amount. In case of
such increase Fund will file with IFTC:
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A. If the appointment of IFTC was theretofore expressly limited,
a certified copy of a resolution of the Board of Trustee of
Fund increasing the authority of IFTC;
B. A certified copy of the amendment to the Articles of
Incorporation of Fund authorizing the increase of stock;
C. A certified copy of the order or consent of each governmental
or regulatory authority required by law to consent to the
issuance of the increased stock, and an opinion of counsel
that the order or consent of no other governmental or
regulatory authority is required;
D. Opinion of counsel for Fund stating:
(1) The status of the additional shares of stock of Fund
under the Securities Act of 1933, as amended, and any
other applicable federal or state statute; and
(2) That the additional shares are, or when issued will be,
validly issued, fully paid and nonassessable.
6. Compensation and Expenses.
A. In consideration for its services hereunder as Transfer Agent
and Dividend Disbursing Agent, Fund will pay to IFTC
compensation as set forth in the attached Exhibit A for all
services rendered as Agent, and also, all its reasonable
out-of-pocket expenses including but not limited to those
described in the fee schedule, charges, counsel fees approved
by the Fund, and other disbursements (Compensation and
Expenses) incurred in connection with the agency. Such
initial Compensation and Expenses are set forth in Exhibit A
attached hereto. If the Fund has not paid such Compensation
and Expenses to IFTC within a reasonable time, IFTC may
charge against any monies held under this Agreement, the
amount of any Compensation and/or Expenses for which it shall
be entitled to reimbursement under this Agreement. IFTC will
provide to Fund no less often than monthly a detailed
accounting of all such expenses on behalf of the Fund.
7. Operation of IFTC System.
A. In connection with the performance of its services under this
Agreement, IFTC is responsible for such items as:
(1) Accurately entering orders and instructions received by IFTC
from dealers, shareholders, Fund or its principal underwriter;
(2) Providing shareholder lists, shareholder account
verifications, confirmations and other shareholder account
information from IFTC's records which accurately reflects the
information contained in such records or data;
(3) The accurate and timely issuance of dividend and distribution
checks in accordance with instructions received from Fund;
(4) The accuracy of redemption transactions and payments in
accordance with redemption instructions received from
dealers, shareholders or Fund;
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(5) The deposit daily in Fund's appropriate special bank account
of all checks and payments received from dealers or
shareholders for investment in shares;
(6) The requiring of proper forms of instructions, signatures and
signature guarantees and any necessary documents supporting
the legality of transfers, redemptions and other shareholder
account transactions, all in conformance with IFTC's present
procedures with such changes as may be required or approved
by Fund; and
(7) The maintenance of a disaster recovery plan consistent with
industry standards, including a current duplicate set of
Fund's essential records at a secure distant location, in a
form available and usable forthwith in the event of any such
breakdown or a disaster which may disrupt its main operation.
8. Indemnification.
A. IFTC will not be responsible for, and Fund will hold harmless
and indemnify IFTC from and against any loss by or liability
to the Fund or a third party, including attorneys' fees, in
connection with any claim or suit asserting any such
liability arising out of or attributable to actions taken or
omitted by IFTC pursuant to this Agreement, unless IFTC has
acted negligently or in bad faith. The matters covered by
this indemnification include but are not limited to those of
Section 14. hereof. Fund will be responsible for, and will
have the right to conduct or control the defense of any
litigation asserting liability against which IFTC is
indemnified hereunder. IFTC will not be under any obligation
to prosecute or defend any action or suit in respect of the
agency relationship hereunder, which, in its opinion, may
involve it in expense or liability, unless Fund will, as
often as requested, furnish IFTC with reasonable,
satisfactory security and indemnity against such expense or
liability.
B. IFTC will hold harmless and indemnify Fund from and against
any loss or liability, including attorneys' fees, arising out
of IFTC's negligence or bad faith in performing its duties
under the Agreement.
9. Certain Covenants of IFTC and Fund.
A. All requisite steps will be taken by Fund from time to time
when and as necessary to register the Fund's shares for sale
in all states in which Fund's shares shall at the time be
offered for sale and require registration. If at any
time Fund will receive notice of any stop order or other
proceeding in any such state affecting such registration or
the sale of Fund's shares, or of any stop order or other
proceeding under the federal securities laws affecting the
sale of Fund's shares, Fund will give prompt notice thereof
to IFTC.
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B. IFTC agrees to maintain adequate insurance and at this time
is insured as described on Exhibit B. IFTC agrees to notify
the Fund if such insurance is substantially reduced.
C. To the extent required by Section 31 of the Investment
Company Act of 1940 as amended and Rules thereunder, IFTC
agrees that all records maintained by IFTC relating to the
services to be performed by IFTC under this Agreement are the
property of Fund and will be preserved and will be
surrendered promptly to Fund on request.
D. IFTC agrees to furnish Fund semiannual reports of its
financial condition, consisting of a balance sheet, earnings
statement and any other financial information reasonably
requested by Fund. The annual financial statements will be
certified by IFTC's certified public accountants.
E. IFTC represents and agrees that it will use its best efforts
to keep current on the trends of the investment company
industry relating to shareholder services and will use its
best efforts to continue to modernize and improve.
F. IFTC will permit Fund and its authorized representatives to
make periodic inspections of its operations as such would
involve the Fund at reasonable times during business hours.
10. Death, Resignation or Removal of Signing Officer.
Fund will file promptly with IFTC written notice of any change
in the officers authorized to sign written instructions or
requests, together with two signature cards bearing the specimen
signature of each newly authorized officer.
11. Future Amendments of Charter and Bylaws.
Fund will promptly file with IFTC copies of all material
amendments to its Articles of Incorporation or bylaws made after
the date of this Agreement.
12. Instructions, Opinion of Counsel and Signatures.
At any time IFTC may apply to any person authorized by the Fund to
give instructions to IFTC, and may with the approval of a Fund
officer consult with legal counsel for Fund or its own legal
counsel at the expense of Fund, with respect to any matter arising
in connection with the agency and it will not be liable for any
action taken or omitted by it in good faith in reliance upon such
instructions or upon the opinion of such counsel. IFTC will be
protected in acting upon any paper or document reasonably believed
by it to be genuine and to have been signed by the proper person
or persons and will not be held to have notice of any change of
authority of any person, until receipt of written notice thereof
from Fund.
13. Papers Subject to Approval of Counsel.
The acceptance by IFTC, of its appointment as Transfer Agent and
Dividend Disbursing Agent and all documents filed in connection
with such appointment and thereafter in connection with the
agencies, will be subject to the approval of legal counsel for
IFTC (which approval will not be unreasonably withheld and which
approval will be presumed after 15 days after receipt of such
documents by IFTC).
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14. Certification of Documents.
The required copy of the Articles of Incorporation of Fund and
copies of all amendments thereto will be certified by the
Secretary of State (or other appropriate official) of the State of
Incorporation, and if such Articles of Incorporation and
amendments are required by law to be also filed with a county,
city or other officer of official body, a certificate of such
filing will appear on the certified copy submitted to IFTC. The
copy of the Bylaws and copies of all amendments thereto, and
copies of resolutions of the Board of Trustees of Fund, will be
certified by the Secretary or an Assistant Secretary of Fund under
the Fund's seal.
15. Records.
IFTC will maintain customary records in connection with its
agency, and particularly will maintain those records required to
be maintained pursuant to subparagraph (2) (iv) of paragraph (b)
of Rule 31a-1 under the Investment Company Act of 1940, if any.
16. Disposition of Books, Records and Cancelled Certificates.
IFTC will send periodically to Fund, or to where designated by the
Secretary or an Assistant Secretary of Fund, all books, documents,
and all records no longer deemed needed for current purposes, upon
the understanding that such books, documents, and records will
not be destroyed by Fund without the consent of IFTC (which
consent will not be unreasonably withheld), but will be safely
stored for possible future reference.
17. Provisions Relating to IFTC as Transfer Agent.
A. Shares of stock will be transferred or redeemed and funds
remitted therefor, upon receipt of such documents as IFTC may
deem necessary to evidence that authority of the person
making the transfer or redemption, and bearing satisfactory
evidence of the payment of any applicable stock transfer
taxes. IFTC reserves the right to refuse to transfer shares
until it has received reasonable assurance acceptable to it
that the endorsement or signature is valid and genuine, and
for that purpose it may require a signature guarantee in
accordance with applicable securities law and the Fund's
direction. IFTC also reserves the right to refuse to transfer
or redeem shares until it has received reasonable assurance
that the requested transfer or redemption is legally
authorized, and it will incur no liability for the refusal in
good faith to make transfers or redemptions which, in its
judgment, are improper or unauthorized. IFTC may, in
effecting transfers or redemptions, rely upon Simplification
Acts or other statutes which protect it and Fund in not
requiring complete fiduciary documentation. In cases in which
IFTC is not directed or otherwise required to maintain the
consolidated records of shareholder's accounts, IFTC will not
be liable for any loss which may arise by reason of not
having such records.
B. IFTC will supply a shareholder's list to Fund for its annual
meeting upon receiving a request from an
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officer of Fund. It will also supply lists at such other
times as may be requested by an officer of Fund.
C. Upon receipt of written instructions of an officer of Fund,
IFTC will address and mail notices to shareholders.
D. In case of any request or demand for the inspection of the
stock books of Fund or any other books in the possession of
IFTC, IFTC will endeavor to notify Fund and to secure
instructions as to permitting or refusing such
inspection. IFTC reserves the right, however, to exhibit the
stock books or other books to any person when it is advised
by its counsel that it may be held responsible for the
failure to exhibit the stock books or other books to such
person.
18. Provisions Relating to Dividend Disbursing Agency.
A. IFTC will, at the expense of Fund, provide a special form of
check containing the imprint of any device or other matter
desired by Fund. Said checks must, however, be of a form and
size convenient for use by IFTC.
B. If Fund desires to include additional printed matter,
financial statements, etc., with the dividend checks, the
same will be furnished to IFTC within a reasonable time prior
to the date of mailing of the dividend checks, at the expense
of Fund.
C. If Fund desires its distributions mailed in any special form
of envelopes, sufficient supply of the same will be furnished
to IFTC but the size and form of said envelopes will be
subject to the approval of IFTC. If stamped envelopes are
used, they must be furnished by Fund; or if postage stamps
are to be affixed to the envelopes, the stamps or the cash
necessary for such stamps must be furnished by Fund.
D. IFTC will maintain one or more deposit accounts as Agent for
Fund at banks or trust companies approved by the Fund (which
approval shall not be unreasonably withheld), into which the
funds for payment of dividends, distributions, redemptions or
other disbursements provided for hereunder will be deposited,
and against which checks will be drawn.
E. IFTC is authorized and directed to stop payment of checks
theretofore issued hereunder, but not presented for payment,
when the payees thereof allege either that they have not
received the checks or that such checks have been
mislaid, lost, stolen, destroyed or through no fault of
theirs, are otherwise beyond their control, and cannot be
produced by them for presentation and collection, and, to
issue and deliver duplicate checks in replacement thereof.
19. Assumption of Duties By the Fund.
The Fund may assume certain duties and responsibilities of IFTC or
those usual and ordinary services of Transfer Agent and Dividend
Disbursement Agent as those terms are referred to in Section 4.E.
of this Agreement including but not limited to accepting
shareholder instructions and transmitting orders based on such
instructions to IFTC, preparing and mailing confirmations,
obtaining certified TIN numbers, and disbursing monies of the
Fund. To the extent the Fund or its agent or affiliate assumes
such duties and
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responsibilities, IFTC shall be relieved from all responsibility
and liability therefore.
20. Termination of Agreement.
A. This Agreement may be terminated by either party upon
receipt of ninety (90) days written notice from the other
party.
B. Fund, in addition to any other rights and remedies, shall
have the right to terminate this Agreement forthwith upon the
occurrence at any time of any of the following events:
(1) Any interruption or cessation of operations by IFTC or
its assigns which materially interferes with the
business operation of Fund;
(2) The bankruptcy of IFTC or its assigns or the
appointment of a receiver for IFTC or its assigns;
(3) Any merger, consolidation or sale of substantially all
the assets of IFTC or its assigns;
(4) The acquisition of a controlling interest in IFTC or
its assigns, by any broker, dealer, investment adviser
or investment company except as may presently exist; or
(5) Failure by IFTC or its assigns to perform its duties
in accordance with the Agreement.
(6) In the event of termination, Fund will promptly pay
IFTC all amounts due to IFTC hereunder.
21. Assignment.
A. Neither this Agreement nor any rights or obligations hereunder
may be assigned by IFTC without the written consent of Fund;
provided, however, no assignment will relieve IFTC of any of
its obligations hereunder. IFTC may, however, employ agents to
assist it in performing its duties hereunder.
B. This Agreement will inure to the benefit of and be binding
upon the parties and their respective successors and assigns.
22. Confidentiality.
A. IFTC agrees that, except as provided in the last sentence of
Section l9.J hereof, or as otherwise required by law, IFTC
will keep confidential all records of and information in
its possession relating to Fund or its shareholders or
shareholder accounts and will not disclose the same to any
person except at the request or with the consent of Fund.
B. Fund agrees to keep confidential all financial statements and
other financial records (other than statements and records
relating solely to Fund's business dealings with IFTC) and
all manuals, systems and other technical information and
data, not publicly disclosed, relating to IFTC's operations
and programs furnished to it by IFTC pursuant to this
Agreement and will not disclose the same to any person except
at the request or with the consent of IFTC.
C. The Fund acknowledges that IFTC and DST Systems, Inc. (DST)
have proprietary rights in and to the computerized data
processing recordkeeping system used by IFTC to perform
services hereunder including, but not limited to the
maintenance of shareholder accounts and records, processing
of related information and
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generation of output (the TA2000T(TM) System), including,
without limitation any changes or modifications of the
TA2000(TM) System and any other IFTC or DST programs, data
bases, supporting documentation, or procedures
("collectively" IFTC Protected Information") which the Fund's
access to the TA2000T(TM) System or computer hardware or
software may
permit the Fund or its employees or agents to become aware of or
to access and that the IFTC Protected Information constitutes
confidential material and trade secrets of IFTC. The Fund agrees
to maintain the confidentiality of the IFTC Protected Information.
The Fund acknowledges that any unauthorized use, misuse,
disclosure or taking of IFTC Protected Information, which is
confidential as provided by law, or which is a trade secret,
residing or existing internal or external to a computer, computer
system, or computer network, or the knowing and unauthorized
accessing or causing to be accessed of any computer, computer
system, or computer network, may be subject to civil liabilities
and criminal penalties under applicable state law. The Fund will
advise all of its employees and agents who have access to any IFTC
Protected Information or to any computer equipment capable of
accessing IFTC or DST hardware or software of the foregoing. IFTC
and DST are intended to be, and shall be, third party
beneficiaries of the Fund's obligations and undertakings contained
in this Section.
23. Survival of Representations and Warranties.
A. All representations and warranties by either party herein
contained will survive the execution and delivery of this
Agreement.
24. Miscellaneous.
A. This Agreement is executed and delivered in the
State of Missouri and shall be governed by the laws of said
state.
B. All the terms and provisions of this Agreement
shall be binding upon, inure to the benefit of, and be
enforceable by the respective successor and assigns of the
parties hereto.
C. No provisions of the Agreement may be amended
or modified, in any manner except by a written agreement
properly authorized and executed by both parties hereto.
D. The captions in this Agreement are included for
convenience of reference only, and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
E. This Agreement may be executed simultaneously
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.
F. If any part, term or provision of this
Agreement is by the courts held to be illegal, in conflict
with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected,
and the rights and obligations of the parties shall be
construed and enforced as if the
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Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
25. Termination Assistance.
Commencing upon any notice of termination or expiration of this
Agreement, IFTC shall provide to the Company or its designee
termination assistance as defined below in order to allow the
services provided hereunder to continue without interruption or
adverse effect and to facilitate the orderly transfer of
responsibility for such services to the Company or its designee.
If and to the extent that such assistance is provided after the
date the termination is to be effective, the company will pay for
such assistance at the then-prevailing rate under this Agreement.
The termination assistance to be provided to the Company shall
include the following:
A. Continuing to perform, for a period of not more
than 90 days following the date the termination is to be
effective, any or all of the services then being performed by
IFTC.
B. Developing, with the assistance of the Company,
a plan for the transition of operations from IFTC to the
Company or its designee.
C. Prior to providing any of the foregoing
termination assistance to the Company or its designee, IFTC
shall be entitled to receive from such designee, in a form
and substance acceptable to IFTC, written assurances that (i)
such designee will maintain at all times the confidentiality
of any IFTC proprietary information, software or materials
required to be disclosed or provided to, or learned by, such
designee in connection with the transaction of duties to
Company or designee.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers.
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/
Title: Executive Vice President
XXXXXXX NATIONAL CAPITAL MANAGEMENT FUNDS
By: /s/ Xxxxx X. Xxxxxx
Title: Treasurer
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INVESTORS FIDUCIARY TRUST COMPANY
XXXXXXX NATIONAL CAPITAL MANAGEMENT FUNDS
FEE SCHEDULE
I. TRANSFER AGENCY
A. Base Fee
There is a monthly base fee of $1,500 per fund/portfolio. (This is
not included in the monthly minimum fee discussed in I.B. below.)
B. Minimum Fee
There is a monthly minimum fee of $2,500 per fund/portfolio. The
monthly minimum fee supersedes items listed in I.C below provided
the total applicable charges based on I.C do not exceed the
monthly minimum.
C. Account Maintenance and Processing Fees
Open Accounts:
Money Market and Daily Dividend Funds - $17.25 per account per year
Monthly Dividend Funds - $16.25 per account per year
Quarterly Dividend and Equity Funds - $14.25 per account per year
Closed Accounts - $2.65 per account per year
Omnibus Accounts - $2.50 per transaction
New Account Set Up - $2.50 per account
Financial Transactions - $1.50 per transaction
D. Federal Funds Wire
There is a $6.00 fee for each federal funds wire received or
delivered. ACH transactions are provided at no additional cost.
E. Miscellaneous
Fiduciary Trustee Fees:
IRAs/SEPs - $12.00 per account per year
Qualified Plans - $25.00 per social security
number per plan
Optional Services
A. Sales Reporting - $250 per month/per applicable portfolio
B. NSCC - $100 per month/per applicable portfolio
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C. INVESTOR (linking all individual portfolios
under a single investor hierarchy) - $1.20 per account
(production is an out-of-pocket expense)
D. 12b-1 processing will be charged at a rate of
$0.30 per account per payment cycle with a $0.60 per year
minimum.
E. Checkwriting Privileges - $0.35 per check
clearing
F. Deferred Contingent Sales Feature - $3.00 per account
per year
g. Dealer Maintenance - $2.50 per transaction
II. PORTFOLIO ACCOUNTING
A. Monthly Base Fee Per Portfolio
$500 (not included in minimum monthly asset fee
discussed in II.B. below.)
B. Minimum Monthly Asset Fee
There is a monthly minimum fee of $3,000 per fund/portfolio. The
monthly minimum fee per portfolio does not apply to any portfolio
if the asset based fee discussed in II.C. below produces greater
revenue than the aggregate minimum.
C. Asset Based Fee on a Total Relationship Basis
6/100 of 1% (6 basis points) on the first $150 million in
assets
4/100 of 1% (4 basis points) on the next $150 million in
assets
2/100 of 1% (2 basis points) on the next $200 million is
assets
1/100 of 1% (1 basis point) on all assets in excess
of $500 million
D. Foreign Securities Premium on Month-End Foreign Assets
There is a foreign securities premium of 2/100 of 1% (2 basis
points) in addition to either the asset based fees (II.C. above),
or the minimum monthly asset fee (II.B. above).
III. COMPLIANCE
$30 per incurred hour
Monitoring of internal revenue code section 851 diversification,
30% income and 90% income tests Initial preparation of:
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1. Federal tax return.
2. Book tax difference schedules for wash sales.
3. Selected filing such as semi-annual and annual
reports, 24(f)(2) notices and Form N-SAR.
This list of services can be expanded based upon additional
responsibilities and related fees as agreed to between parties. Travel
expenses incurred by IFTC on behalf of supporting the above services will
be billed to the fund as an out-of-pocket expense.
SECURITY CUSTODY
A. Domestic Securities
Asset-Based Fee on a total relationship basis: 2/100 of 1% (2
basis points) on the first $250 million is assets
1.5/100 of 1% (1.5 basis points) on the next $250 million is
assets
1/100 of 1% (1 basis point) on all assets in excess of $500
million
Transaction Fee, per transaction:
Physical Delivery - $22.00
Depository Eligible - $12.00
GNMA Paydown - $12.00
PTC - $12.00
B. Foreign Securities
Asset-Based Fee on a total relationship basis:
16/100 of 1% (16 basis points) on all assets held in foreign
securities
6/100 of 1%(6 basis points) on all assets held in
Euroclear/CEDEL/First Chicago Clearing
Investments in emerging markets will be priced at the time of
investment and should approximate 50 basis points.
Transaction Fee, per transaction:
Euroclear/CEDEL/First Chicago Clearing - $45.00
Emerging Markets - $90.00 - $120.00
C. Balance Credits
IFTC will offset fees with balance credits calculated at 75% of
the bank credit rate (see below) applied to average custody
collected cash balances for the month. Balance credits will be
applied on a fund by fund basis and can be used to offset custody,
portfolio accounting, and transfer agency fees. Any credits in
excess of fees will be
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carried forward from month to month through the end of the
calendar year. For calculation purposes, IFTC uses an
actual/actual basis.
Note: The bank credit rate is the equivalent to the lesser of:
The average 91-day Treasury Xxxx discount rate
for the month
or
The average Federal Funds rate for the month
less 50 basis points.
D. Overdraft Charges
Fund overdrafts will be calculated at the Prime rate (as published
in the Wall Street Journal) and charged on a daily basis.
V. NOTES TO THE ABOVE FEE SCHEDULE
A. Annual maintenance fees are payable monthly at 1/12th of the
annual stated rate.
B Asset based fees will be billed monthly at
1/12th of the annual stated rate based on monthly average net
assets, except for the foreign securities premium which will
be billed on month-end market value at 1/12th of the annual
stated rate.
C. The above schedule does not include out-of-pocket expenses
that would be incurred by IFTC on the fund's behalf Examples
of out-of-pocket expenses include but are not limited to
pricing services, forms, postage, mailing services, magnetic
tapes, printing, proxy processing, microfilm/microfiche, FDIC
insurance, foreign registration and script fees, back-up
recovery for mainframe services by third parties, etc.
Out-out-of-pocket expenses incurred by IFTC in planning
and executing the conversion will be passed on
to the fund. IFTC bills out-of-pocket expenses separately
from service fees.
D. The fees stated above are exclusive of terminal
equipment required in the client's location(s) and
communication line costs.
E. Any fees or out-of-pocket expenses not paid
within 30 days of the date of the original invoice will be
charged a late payment fee of 1% per month until payment of
the fees are received by IFTC.
F. The above fee schedule is predicated on the
fact that IFTC be allowed a minimum of 90 calendar days
between notification of hiring and when the selection is
effective, and that
15
IFTC receive adequate cooperation from the client during the
implementation period.
G. The balance credits listed in IV.C. will apply
for each fund in which the applicable fees for transfer
agency and portfolio accounting services exceed the minimum
fees, respectively.
H. The above fee schedule commences on the effective date of
the service agreement between IFTC and the client and is
guaranteed through September 9, 1994. The minimum fees for
transfer agency and portfolio accounting services will
December 31, 1992.
/s/ /s/Xxxxx Xxxxxx, Treasurer
Investors Fiduciary Trust Company Xxxxxxx National Capital
Management Funds
September 10, 1992 September 10, 1992
Date Date
16
EXHIBIT B
INSURANCE COVERAGE
Insurance coverages maintained by IFTC effective March 10, 1991
Description of Policy:
Brokers Blanket Bond, Standard Form 14
Covering losses caused by dishonesty of employees, physical loss of
securities on or outside of premises while in possession of
authorized person, loss caused by forgery or alteration of checks
or similar instruments. Coverage: $75,000,000
Errors and Omissions Insurance
Indemnifies against loss in providing shareholder accounting
services by reason of neglect, error or omission.
Coverage: $10,000,000
Special Forgery Bond
Covering losses through forgery or alteration of checks or drafts
of customers processed by insured but drawn on or against them.
Coverage: $1,000,000
Mail Insurance (applies to all full service operations) Provides
indemnity for security lost in the mails.
Coverage:
$10,000,000 nonnegotiable securities mailed to domestic locations
via registered mail.
$1,000,000 nonnegotiable securities mailed to domestic locations
via first-class or certified mail.
$1,000,000 nonnegotiable securities mailed to foreign locations via
registered mail.
$1,000,000 negotiable securities mailed to all locations via
registered mail.