FORM OF ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT ("Agreement") made as of September __, 1999 by and
between X.XXX FUNDS, a business trust organized under the laws of Delaware (the
"Trust"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the
"Bank").
WHEREAS, the Trust is a registered investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), consisting of each of the
separate series listed on Appendix A hereto (as such Appendix A may be amended
from time to time) (each a "Fund" and collectively, the "Funds");
WHEREAS, pursuant to an Investment Advisory Agreement between the Trust and
X.xxx Asset Management, Inc (the "Adviser"), dated September __, 1999, the
Adviser has agreed to provide or procure administrative services for the Trust;
and
WHEREAS, the Adviser desires to retain the Bank to render certain
administrative services to the Trust, the Bank is willing to render such
services, and the Trust desires to approve the Bank's appointment as
administrator.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
it is agreed between the parties hereto as follows:
1. Appointment. The Adviser hereby appoints the Bank to act as
Administrator of the Trust on the terms set forth in this Agreement, and the
Trust hereby approves such appointment. The Bank accepts such appointment and
agrees to render the services herein set forth for the compensation herein
provided.
2. Delivery of Documents. The Trust has furnished the Bank with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Bank to provide certain administrative services to the
Trust and each of its Funds and approving this Agreement;
(b) The Trust's formation documents filed with the State of Delaware
on June 6, 1999 and all amendments thereto (the "Articles");
(c) The Trust's by-laws and all amendments thereto (the "By-Laws");
(d) The Trust's agreements with all service providers which include
any investment advisory agreements, sub-investment advisory agreements,
custody agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements");
(e) The Trust's most recent Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 as amended, (the
"1933 Act") and under the 1940 Act and all amendments thereto; and
(f) The Trust's most recent definitive prospectus and statement of
additional information (the "Prospectus"); and
(g) Such other certificates, documents or opinions as may mutually be
deemed reasonable, necessary and appropriate for the Bank to request in the
proper performance of its duties hereunder.
The Trust will promptly furnish the Bank with copies of all amendments of
or supplements to the foregoing.
Furthermore, either party will notify the other as soon as reasonably
practicable of any matter which may materially affect the performance its
services under this Agreement.
3. Duties of Administrator. Subject to the supervision and direction of the
Board of Trustees of the Trust, the Bank, as Administrator, will conduct and
perform various aspects of the Trust's administrative operations described in
Appendix B hereto. The Bank may, from time to time, perform additional duties
and functions which shall be set forth in an amendment to such Appendix B
executed by both parties. At such time, the fee schedule included in Appendix C
hereto shall be appropriately amended as agreed to in writing by both parties.
In performing all services under this Agreement, the Bank shall act in
conformity with the Trust's Articles and By-Laws and the 1933 Act, the
Securities and Exchange Act of 1934, as amended and the 1940 Act, as the same
may be amended from time to time, and the investment objectives, investment
policies and other practices and policies set forth in the Trust's Registration
Statement, as the same may be amended from time to time. Notwithstanding any
item discussed herein, the Bank has no discretion over the Trust's assets or
choice of investments and cannot be held liable for any problem relating to such
investments, except as such problem relates to the services required to be
provided by the Bank under this Agreement.
4. Duties of the Trust.
(a) The Trust is solely responsible (through its transfer agent or
otherwise) for (i) providing accurate daily reports ("Daily Sales Reports")
which will enable the Bank as Administrator to monitor the total number of
shares sold in each state on a daily basis and (ii) identifying any exempt
transactions ("Exempt Transactions") which are to be excluded from the
Daily Sales Reports.
(b) The Trust agrees to make its legal counsel reasonably available to
the Bank for advice with respect to any matter of law arising in connection
with the Bank's duties hereunder, and the Trust further agrees that the
Bank shall be entitled to rely on such instruction without further
investigation on the part of the Bank.
5. Fees and Expenses.
(a) For the services to be rendered and the facilities to be furnished
by the Bank, as provided for in this Agreement, the Adviser will compensate
the Bank in accordance with the fee schedule attached as Appendix C hereto.
Such fees do not include out-of-pocket disbursements (as delineated in the
fee schedule), or other expenses of the Bank with the prior approval of the
Trust's management for which the Bank shall be entitled to xxxx the Trust
separately and for which the Trust shall reimburse the Bank.
(b) The Bank shall not be required to pay any expenses incurred by the
Trust.
6. Limitation of Liability.
(a) The Bank, its directors, officers, employees and agents shall not
be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust or any third party in connection with the performance
of the Bank's obligations and duties under this Agreement, except a loss
resulting from willful misconduct, bad faith or negligence in the
performance of such obligations and duties, or by reason of its reckless
disregard thereof.
(b) The Trust will indemnify the Bank, its directors, officers,
employees and agents against and hold it and them harmless from any and all
losses, claims, damages, liabilities or expenses (including legal fees and
expenses) resulting from any claim, demand, action or suit (i) arising out
of the actions or omissions of the Trust, including, but not limited to,
inaccurate Daily Sales Reports and misidentification of Exempt
Transactions; (ii) arising out of the offer or sale of any securities of
the Trust in violation of (x) any requirement under the federal securities
laws or regulations, (y) any requirement under the securities laws or
regulations of any state, or (z) any stop order or other determination or
ruling by any federal or state agency with respect to the offer or sale of
such securities; except for any claim, demand, action or suit resulting
from the willful misconduct, bad faith or negligence of the Bank in the
performance of its obligations and duties, or by reason of its reckless
disregard thereof.
(c) The Adviser will indemnify the Bank, its directors, officers,
employees and agents against and hold it and them harmless from any and all
losses, claims, damages, liabilities or expenses (including legal fees and
expenses) resulting from any claim, demand, action or suit arising out of
the actions or omissions of the Adviser, except for any claim, demand,
action or suit resulting from the willful misconduct, bad faith or
negligence of the Bank in the performance of its obligations and duties, or
by reason of its reckless disregard thereof.
(c) The Bank will indemnify each of the Trust and the Advisor, and its
directors, officers, employees and agents against and hold it and them
harmless from any and all losses, claims, damages, liabilities or expenses
(including legal fees and expenses) resulting from the willful misconduct,
bad faith or negligence of the Bank in the performance of its obligations
and duties under this Agreement, or by reason of the Bank's reckless
disregard thereof.
(d) The Bank may apply to the Trust or the Adviser at any time for
written instructions and may consult counsel for the Trust or the Adviser,
and with accountants and other experts employed by the Trust or Adviser
with respect to any matter arising in connection with its duties hereunder,
and the Bank shall not be liable or accountable for any action taken or
omitted by it in good faith in accordance with such written instruction, or
with the written opinion of such counsel, accountants, or other experts.
The Bank shall not be liable for any act or omission taken or not taken in
reliance upon any document, certificate or instrument which it reasonably
believes to be genuine and to be signed or presented by the proper person
or persons. The Bank shall not be held to have notice of any change of
authority of any officers, employees, or agents of the Trust or Adviser
until receipt of written notice thereof has been received by the Bank.
(e) In the event the Bank is unable to perform, or is delayed in
performing, its obligations under the terms of this Agreement because of
acts of God, strikes, legal constraint, government actions, war, emergency
conditions, interruption of electrical power or other utilities, equipment
or transmission failure or damage reasonably beyond its control or other
causes reasonably beyond its control, the Bank shall not be liable to the
Trust or Adviser for any damages resulting from such failure to perform,
delay in performance, or otherwise from such causes.
(f) The Bank represents that the occurrence in or use by the Bank's
own proprietary internal systems (the "Systems") of dates on or after
January 1, 2000 (the "Millennial Dates") will not adversely affect the
performance of the Systems with respect to date dependent data,
computations, output or other functions (including, without limitation,
calculating, computing and sequencing) and that the Systems will create,
store and generate output data related to or including Millennial Dates
without errors or omissions ("Year 2000 Compliance"). The Bank shall
promptly notify the Trust of any lack of Year 2000 Compliance of which it
becomes aware that impact the Bank's services hereunder.
The parties to this Agreement acknowledge that the Bank can make no
certification as to the Year 2000 Compliance of third-party systems utilized by
the Bank in its day to day operations or with which the Systems interact or
communicate, from which the Systems receive data or to which the Systems send
data. The parties further acknowledge that while the Bank has contacted such
third-party providers regarding Year 2000 Compliance and will use reasonable
efforts to monitor the status of such third-party providers' Year 2000
Compliance, failure by such third-party providers to achieve timely Year 2000
Compliance could adversely affect the Bank's performance of its obligations
hereunder. The Bank shall promptly notify the Trust of any lack of Year 2000
Compliance of any third-party provider of which it becomes aware that impacts
the Bank's services hereunder.
(g) Notwithstanding anything to the contrary in this Agreement, in no
event shall the Bank be liable for special, incidental or consequential
damages, even if advised of the possibility of such damages.
7. Termination of Agreement.
(a) The term of this Agreement shall be three years commencing upon
the date hereof (the "Initial Term"), unless earlier terminated as provided
herein. After the expiration of the Initial Term, the term of this
Agreement shall automatically renew for successive one-year terms (each a
"Renewal Term") unless notice of non-renewal is delivered by the
non-renewing party to the other party no later than sixty (60) days prior
to the expiration of the Initial Term or any Renewal Term, as the case may
be.
(i) Either party hereto may immediately terminate this Agreement
prior to the expiration of the Initial Term (x) in the event the other
party violates any material provision of this Agreement or is unable
to continue to fulfill its obligation and duties under the Agreement;
provided that a violating party shall for its first material violation
of this Agreement have the opportunity to cure such violation within
forty-five (45) days of receipt of written notice from the
non-violating party of such violation, or (y) after the second
anniversary hereof, upon ninety (90) days written notice to the other
party.
(ii) Either party may terminate this Agreement during any Renewal
Term upon sixty (60) days written notice to the other party. Any
termination pursuant to this paragraph 7(a)(ii) shall be effective
upon expiration of such sixty (60) days, provided, however, that the
effective date of such termination may be postponed, at the request of
the Trust, to a date not more than one hundred twenty (120) days after
delivery of the written notice in order to give the Trust an
opportunity to make suitable arrangements for a successor
administrator.
(b) The Trust may, upon written request, have reasonable access to the
records of the Bank relating to its performance of its duties as
Administrator. At all times such records shall be the property of the
Trust.
8. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust or the Bank shall be
sufficiently given if addressed to that party and received by it at its
office set forth below or at such other place as it may from time to time
designate in writing.
To the Trust:
X.xxx Funds
000 Xxxxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attention: Xxxx X. Story
Facsimile: (000) 000-0000
With a copy to: Xxxxx X. Xxxxxx, Xxxxxxx Price & Xxxxxx
Facsimile: (000) 000-0000
To the Adviser:
X.xxx Asset Management, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attention: Xxxx X. Story
Facsimile: (000) 000-0000
With a copy to: Xxxxx X. Xxxxxx, Dechert Price & Xxxxxx
Facsimile: (000) 000-0000
To the Bank:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxx, Director, Client Management
Facsimile: (000) 000-0000
With a copy to: Xxxxxx X. Xxxxx, Assistant General Counsel
Facsimile: (000) 000-0000
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable without the written
consent of the other party.
(c) This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, without regard to its conflict of laws
provisions.
(d) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of 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.
9. Confidentiality. All books, records, information and data pertaining to
the business of the other party which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement shall remain confidential, and
shall not be voluntarily disclosed to any other person, except as may be
required in the performance of duties hereunder or as otherwise required by law.
10. Use of Name. The Trust shall not use the name of the Bank or any of its
affiliates in any prospectus, sales literature or other material relating to the
Trust in a manner not approved by the Bank prior thereto in writing; provided
however, that the approval of the Bank shall not be required for any use of its
name which merely refers in accurate and factual terms to its appointment
hereunder or which is required by the Securities and Exchange Commission or any
state securities authority or any other appropriate regulatory, governmental or
judicial authority; provided further, that in no event shall such approval be
unreasonably withheld or delayed. The Bank shall not use the name of the Trust
or any of its affiliates in any sales literature or other material relating to
the Bank and its services in a manner not approved by the Trust prior thereto in
writing; provided however, that the approval of the Trust shall not be required
for any use of its name which merely refers in accurate and factual terms to its
appointment hereunder or which is required by the Securities and Exchange
Commission or any state securities authority or any other appropriate
regulatory, governmental or judicial authority; provided further, that in no
event shall such approval be unreasonably withheld or delayed.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
X.XXX FUNDS
By:
---------------------------
Name:
Title:
X.XXX ASSET MANAGEMENT, INC.
By:
---------------------------
Name:
Title:
INVESTORS BANK & TRUST COMPANY
By:
---------------------------
Name:
Title:
APPENDICES
Appendix A....................................................... Funds
Appendix B....................................................... Services
Appendix C....................................................... Fee Schedule
Appendix A
FUNDS OF X.XXX FUNDS
1) X.xxx Premier S&P 500 Fund
2) X.xxx U.S.A. Bond Fund
3) X.xxx U.S.A. Money Market Fund
September ___, 1999
Date
X.xxx Funds Investors Bank & Trust Company
------------------------------------ ------------------------------
Signed Signed
Appendix B
SERVICES
Function X.XXX Suggested Fund Auditor or
Counsel
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MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
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Monitor portfolio compliance in Perform tests of certain Oversee BGI's continuous A/C - Provide consultation as
accordance with the current specific portfolio activity monitoring of portfolio needed on compliance issues.
Prospectus and SAI. designed from provisions of activity and Fund
the Fund's Prospectus and operations in conjunction
Frequency: Bi-monthly SAI. Follow-up on potential with 1940 Act, Prospectus,
violations. SAI and any other
applicable laws and
regulations. Monitor
testing results and approve
resolution of compliance
issues.
Provide compliance summary Provide a report of Review report. A/C - Provide consultation as
package. compliance testing results. needed.
Frequency: Monthly
Perform asset diversification Perform asset Oversee BGI's continuous A - Provide consultation as
testing to establish diversification tests at monitoring of portfolio needed in establishing
qualification as a RIC. each tax quarter end. activity in conjunction positions to be taken in tax
Follow-up on issues. with IRS requirements. treatment of particular issues.
Frequency: Quarterly Review test results and Review quarter end tests on a
take any necessary action. current basis.
Approve tax positions taken.
Perform qualifying income Perform qualifying income Oversee BGI's continuous A- Consult as needed on tax
testing to establish testing (on book basis monitoring of portfolio accounting positions to be
qualification as a RIC. income, unless material activity in conjunction taken. Review in conjunction
differences are anticipated) with IRS requirements. with year-end audit.
Frequency: Quarterly on quarterly basis and as Review test results and
may otherwise be take any necessary action.
necessary. Follow-up on Approve tax positions taken.
issues.
Prepare the Fund's annual Prepare preliminary expense Provide asset level
expense budget. Establish daily budget. Notify fund projections. Approve
accruals. accounting of new accrual expense budget.
rates.
Frequency: Annually
Monitor the Fund's expense Monitor actual expenses Provide asset level C/A - Provide consultation as
budget. updating budgets/ expense projections quarterly. requested.
accruals. Provide vendor information
Frequency: Quarterly as necessary. Review
expense analysis and
approve budget revisions.
Receive and coordinate payment Propose allocations of Approve invoices and
of fund expenses. invoice among Funds and allocations of payments.
obtain authorized approval Send invoices to IBT in a
Frequency: As necessary to process payment. timely manner.
Calculate periodic dividend Calculate amounts available Establish and maintain C - Review dividend
rates and capital gains for distribution. dividend and distribution resolutions in conjunction with
distributions to be declared in Coordinate review by policies. Approve Board approval.
accordance with management management and/or auditors. distribution rates per
guidelines. Notify custody and transfer share and aggregate A - Review and concur with
agent of authorized dividend amounts. Obtain Board proposed distributions, annual
Frequency: Quarterly/Annually rates in accordance with approval when required. and excise only.
Board approved policy.
Report dividends to Board as
required.
Calculate total return Provide total return Review total return
information on Funds as defined calculations. Returns information.
in the current Prospectus and consist of monthly,
SAI. quarterly, YTD, since
inception and average annual
Frequency: Monthly since inception.
Prepare responses to major Prepare, coordinate as Identify the services to
industry questionnaires. necessary, and submit which the Funds report.
responses to the appropriate Provide information as
Frequency: As often as necessary agency. requested.
Prepare disinterested trustee Summarize amounts paid to Provide social security
Form 1099-Misc. trustees during the calendar numbers and current mailing
year. Prepare and mail Form address for trustees.
Frequency: Annually 1099-Misc. Review and approve
information provided for
Form 1099-Misc.
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FINANCIAL REPORTING
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Prepare financial information Prepare information as Review financial
for presentation to Fund required. information.
Management and Board of
Directors.
Frequency: As needed
Coordinate the annual audit and Coordinate the creation of Provide information A - Perform audit and issue
semi-annual preparation and templates reflecting required to create opinion on annual financial
printing of financial statements client-selected standardized templates, including report statements.
and notes with management, fund appearance and text of style and graphics.
accounting and the fund auditors. financial statements and Approve format and text as A/C - Review reports.
footnotes. Draft and manage standard. Approve
Frequency: production cycle. production cycle and assist
Annually/semi-annually Coordinate with IBT fund in managing to the cycle.
accounting the electronic Coordinate review and
receipt of portfolio and approval by portfolio
general ledger information. managers of portfolio
Assist in resolution of listings to be included in
accounting issues. Using financial statements.
templates, draft financial Prepare appropriate
statements, coordinate management letter and
auditor and management coordinate production of
review, and clear comments. Management Discussion and
Coordinate printing of Analysis. Review and
reports and XXXXX conversion approve entire report.
with outside printer and Make appropriate
filing with the SEC via representations in
XXXXX. conjunction with audit.
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LEGAL
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Prepare and file Form N-SAR. Prepare form for filing. Provide appropriate C - Review initial filing.
Obtain any necessary responses. Provide A - Provide annual audit
Frequency: Semi-annually supporting documents. File applicable Exhibits to internal control letter to
with SEC via XXXXX. attach to filing. Review accompany the annual filing.
and authorize filing.
Assist the preparation and Accumulate capital stock Review and approve capital A/C - Review informally when
filing of Form 24f-2 Notice. information. stock worksheet. requested.
Frequency: Annually
Respond to regulatory or auditor Compile and provide Coordinate with regulatory C - Provide consultation as
examinations and requests. documentation pursuant to authorities and auditors to needed.
examinations, audits and provide requested
Frequency: As needed (at least requests from regulators or documentation and
annually) auditors. Assist client and resolutions to inquiries.
legal counsel in resolution
of regulatory and audit
inquiries.
Proxy material/shareholder Prepare drafts of proxy Review and approve proxy. C - Review and approve proxy.
meetings. material for review, file
materials or coordinate
Frequency: As needed filing with the SEC and
coordinate printing. Assist
proxy solicitation firm and
prepare scripts. Attend
meeting and prepare minutes.
Prepare amendments to Coordinate the preparation Review and approve. C - Review and approve filings.
Registration Statement. and filing of post-effective
amendments. Coordinate with A/C - Provide consents as
Frequency: Annual updates outside printers the XXXXX appropriate.
(includes updating financial conversion, filing with the
highlights, expense tables, SEC and printing of
ratios) plus one additional prospectus.
filing per fiscal year.
Prepare prospectus/SAI Coordinate the preparation Review and approve. C - Review and approve filings.
supplements. and filing of prospectus and
SAI supplements. File with A/C - Provide consents as
Frequency: As often as required the SEC via XXXXX. appropriate.
Prepare agenda and board Maintain annual calendar of Review and approve board C - Review agenda, board
materials for quarterly board required quarterly and materials. material and board and
meetings. annual approvals. Prepare committee minutes. Ensure
agenda, resolutions and board material contains all
Frequency: Quarterly other board materials for required information that the
quarterly board meetings. members of the board must
Prepare supporting review and/or approve to
information and materials perform their duties as
when necessary. Assemble, directors/trustees.
check and distribute books
in advance of meeting.
Attend board and committee
meetings and prepare minutes.
Furnish Trust officers. Furnish appropriate Furnish appropriate
personnel as officers of the personnel as officers of
Frequency: As needed Trust. the Trust.
Assist in updating of fidelity Make annual filing of Obtain required fidelity
bond insurance coverage. fidelity bond insurance bond insurance coverage.
material with the SEC. Monitor level of fidelity
Frequency: Annually bond insurance maintained
in accordance with required
coverage.
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TAX
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Prepare income tax provisions. Calculate investment company Provide transaction A - Provide consultation as
taxable income, net tax information as requested. needed in establishing
Frequency: Annually exempt interest, net capital Approve tax accounting positions to be taken in tax
gain and spillback dividend positions to be taken. treatment of particular
requirements. Identify Approve provisions. PFIC's issues. Perform review in
book-tax accounting to be identified at the conjunction with the year-end
differences. Track required Portfolio (HUB) level. audit.
information relating to
accounting differences.
Calculate excise tax Calculate required Provide transaction A - Provide consultation as
distributions. distributions to avoid information as requested. needed in establishing
imposition of excise tax. Passive Foreign Investment positions to be taken in tax
Frequency: Annually - Calculate capital gain Companies (PFICs) to be treatment of particular
net income and foreign identified at the Portfolio issues. Review and concur with
currency gain/loss (HUB) level. Approve tax proposed distributions.
through October 31. accounting positions to be
- Calculate ordinary taken. Review and approve
income and all income and distribution
distributions through a calculations, including
specified cut off date . projected income and
- Project ordinary dividend shares. Approve
income from cut off distribution rates per
date to December 31. share and aggregate
- Ascertain dividend amounts. Obtain Board
shares. approval when required.
Identify book-tax accounting differences.
Track required information relating to
accounting differences. Coordinate review
by management and fund auditors. Notify
custody and transfer agent of authorized
dividend rates in accordance with Board
approved policy. Report dividends to Board
as required.
Prepare tax returns. Prepare excise and RIC tax Review and sign tax return. A - Review and sign tax return
returns. as preparer.
Frequency: Annually
Prepare Form 1099. Obtain yearly distribution Review and approve
information. Calculate 1099 information provided for
reclasses and coordinate Form 1099.
with transfer agent.
Frequency: Annually
Prepare other year-end Obtain yearly income Review and approve
tax-related disclosures. distribution information provided.
information. Calculate
Frequency: Annually disclosures
(i.e., dividend received
deductions,
foreign tax credits,
tax-exempt
income, income by
jurisdiction) and
coordinate with transfer
agent.
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BLUE SKY
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Maintain effective Blue Sky Maintain records of fund Identify states in which C- Provide consultation as
notification filings for states sales for client designated filings are to be made. needed on Blue Sky issues.
in which Fund Management intends states via PW Blue2
to solicit sales of fund shares. compliance system. File Identify exempt C- Provide consultation on
annual notification renewal transactions to transfer product and institutional
Frequency: On-going documents and annual sales agent for appropriate exemptions.
reports. File amendments to exclusion from blue sky
increase dollar amounts reporting.
authorized for sales by
funds, based upon client
instruction. File
notifications to states for
new funds and/or classes,
mergers and liquidations. Provide periodic
reports on state authorization amounts and
slaes amounts. Determine state filing
requirements by using CCH Blue Sky Law
Reporter, ICI memoranda and state
securities commission directives (both
written and oral).
File amendments to registration File updated registration Inform IBT of filings prior C- Provide consultation as
statement with the applicable statements, prospectus, to SEC filing. needed on Blue Sky filing
state securities commissions in SAIs, supplements thereto, issues.
coordination with SEC filing. and annual reports to
shareholders upon
Frequency: Annual updates approval/authorization by
(includes registration client.
statement, prospectus, SAI) plus
an additional filing per fiscal
year
Appendix C
X.Xxx Funds
Annual Fee Schedule
________________, 1999
A. Trust Accounting, Custody and Calculation of N.A.V.
The Annual Fee for Trust Accounting, Custody and Calculation of N.A.V. for
three Feeder Trusts will be charged according to the following schedule.
The following schedule is exclusive of transaction costs and out-of-pocket
expenses.
Annual Fee
----------
Annual Fee per feeder fund
$12,000
For each additional class added beyond the first one class there will be an
annual fee of $6,000 for the above services.
B. Trust Administration, Compliance, Financial Statement Preparation,
Legal Administration, and Blue Sky.
The Annual Fee for Trust Administration, Financial Statement Preparation,
Legal Administration, and Blue Sky for three Feeder Trusts will be charged
according to the following schedule.
Annual Fee
Annual Fee per feeder fund
$50,000
For each additional class added beyond the first one class there will be an
annual fee of $10,000 for the above services.
C. Miscellaneous
1. Out-of-Pocket
For purposes of this Agreement, out-of-pocket charges consist of:
- Telephone
- Ad Hoc Reporting
- Third Party Review
- Forms and Supplies
- Printing/Postage/Delivery
- Systems Development/Reports/Transmissions
- Equipment Rental
- Legal costs associated with substantial alterations of IBT's
standard agreements
2. Balance Credits
The use of balance credit against fees (excluding out-of-pocket charges)
for collected fund balances arising out of the custody relationship is
permitted. The monthly earnings allowance is equal to 75% of the 90-day
T-xxxx rate.
3. Systems
The details of any systems work required to service this fund will be
determined after a thorough business analysis. All systems work, including
creating customized reports and establishing systems/communications
interfaces with X.xxx, other providers, etc., will be billed on a time and
materials basis.
4. Billing and Payment
The above fees will be charged against the Funds' custodian checking
account five business days after the invoice is mailed to the fund.
All charges will be billed monthly. The fee schedule will be effective upon
start-up of the Funds.
