Exhibit No. EX-99.h.1
ADMINISTRATION AGREEMENT
AGREEMENT made as of July __, 2005 by and between MGI FUNDS, a statutory
trust organized under the laws of Delaware (the "Fund"), and INVESTORS BANK &
TRUST COMPANY, a Massachusetts trust company (the "Bank").
WHEREAS, the Fund is a registered investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), consisting of the separate
series listed on Appendix A hereto (the "Series"); and
WHEREAS, the Fund, acting on behalf of the Series, desires to retain the
Bank to render certain administrative services to the Series and the Bank is
willing to render such services.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Bank to act as Administrator
of the Series on the terms set forth in this Agreement. The Bank accepts such
appointment and agrees to render the services herein set forth for fees that may
be agreed to from time to time in writing between the parties.
2. Delivery of Documents.
(a) The Fund has furnished, or will promptly furnish when available,
the Bank with copies properly certified or authenticated of each of the
following:
(i) Resolutions of the Fund's Board of Trustees (the "Board")
authorizing the appointment of the Bank to provide certain
administrative services to the Fund and approving this Agreement;
(ii) The Fund's Certificate of Trust, filed with the State of Delaware
on March 11, 2005, and all amendments thereto;
(iii) The Fund's by-laws and all amendments thereto (the "By-Laws");
(iv) The Fund's Agreement and Declaration of Trust and all amendments
thereto (the "Declaration of Trust");
(v) The Fund'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");
(vi) The Fund's most recent Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and
under the 1940 Act, and all amendments thereto;
(vii) The Fund's most recent prospectuses and statement of additional
information (the "Prospectus"); and
(viii) Such other certificates, documents or opinions as may mutually
be deemed necessary or appropriate for the Bank in the proper
performance of its duties hereunder.
The Fund will promptly furnish the Bank with copies of all amendments of or
supplements to the foregoing. Furthermore, the Fund will notify the Bank as soon
as possible of any matter which may materially affect the performance by the
Bank of its services under this Agreement.
(b) (i) The Bank has furnished the Fund's Chief Compliance Officer
with properly certified copies of all compliance policies
and procedures of the Bank relating to its administrative
responsibilities, or a third-party report (as contemplated
by IC Release No. 26299), which have been prepared in
accordance with Rule 38a-1 under the 1940 Act, in order to
permit the Board to meet its obligations under Rule 38a-1
under the 1940 Act; and
(ii) The Bank will cooperate with the Fund in connection with the
review by the Fund's Chief Compliance Officer of the Bank's
administrative operations in connection with the preparation
of the yearly written report to the Board contemplated by
Rule 38a-1(a)(4)(iii) under the 1940 Act. The Bank will
promptly furnish the Fund's Chief Compliance Officer with
copies of all amendments to the foregoing compliance
policies and procedures.
3. Duties of Administrator. Subject to the supervision and direction of the
Board, the Bank, as Administrator, will assist in conducting various aspects of
the Fund's administrative operations and undertakes to perform the services
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.
In performing all services under this Agreement, the Bank shall act in
conformity with the Fund's By-Laws and Declaration of Trust and the 1940 Act, as
the same may be amended from time to time, and all of the investment objectives,
investment policies and other practices and policies set forth in the Fund's
Registration Statement, and any compliance policies and procedures of the Fund
that are communicated to the Bank, as the same may be amended from time to time.
Notwithstanding any item discussed herein, the Bank has no discretion over the
Series' assets or choice of investments and cannot be held liable for any
problem relating to such investments.
4. Duties of the Fund.
(a) The Fund is solely responsible (through its transfer agent or
otherwise) for: (i) providing timely and accurate 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 Fund agrees to make its legal counsel available to the Bank
for instruction with respect to any matter of law arising in connection
with the Bank's duties hereunder, and the Fund 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 rendered by the Bank hereunder, each Series will
pay to the Bank such fees at such rate as shall be agreed upon in writing
by the parties from time to time. The applicable Series will also pay or
reimburse the Bank from time to time for any transfer taxes payable upon
any transfers made hereunder, and for all necessary proper disbursements,
expenses and charges made or incurred by the Bank in the performance of
this Agreement (including any duties listed on any Schedule hereto, if any)
including any indemnities for any loss, liabilities or expense to the Bank
as provided herein. In the event that the Fund terminates this Agreement,
the Bank will also be entitled to reimbursement by the Fund for all
reasonable expenses incurred in conjunction with termination of this
Agreement and any conversion or transfer work done in connection therewith.
(b) Fees and expenses will be calculated monthly with respect to each
Series. The Fund will have sixty (60) days after the receipt of an invoice
to dispute any charge that appears on such invoice. After such sixty (60)
day period, unless the Fund has disputed the invoice, the invoice will be
deemed to be complete and accurate and may no longer be disputed.
(c) The Bank shall not be required to pay any expenses incurred by the
Series.
(d) In the case of the following transactions, not in the ordinary
course of business, namely, (i) the merger of a Series into or the
consolidation of a Series with another investment company or series
thereof; (ii) the sale by a Series of all, or substantially all, of the
assets of the Series to another investment company or series thereof; or
(iii) the liquidation or dissolution of a Series and distribution of the
assets of the Series, upon the payment of the fees, disbursements and
expenses of the Bank owed by such Series through the then remaining term of
this Agreement, the Bank will complete all actions reasonably necessary to
implement such merger, consolidation, or sale upon the order of the Fund
set forth in an Officers' Certificate, accompanied by a certified copy of a
resolution of the Board authorizing any of the foregoing transactions. Upon
completion of such actions and the payment of all such fees, disbursements
and expenses of the Bank by the applicable Series, this Agreement will
terminate as to such Series and the Bank shall be released from any and all
obligations hereunder as they relate to such Series.
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 Series in connection with the performance of the Bank's
obligations and duties under this Agreement, except a loss resulting from
willful misfeasance, bad faith or negligence in the performance of such
obligations and duties, or by reason of the Bank's reckless disregard
thereof. The Series will indemnify the Bank, its directors, officers,
employees and agents against and hold the Bank and them harmless from any
and all losses, claims, damages, liabilities or expenses (including
reasonable legal fees and expenses) resulting from any claim, demand,
action or suit: (i) arising out of the actions or omissions of the Fund,
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 Series 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; or (iii) not resulting from the
willful misfeasance, bad faith or negligence of the Bank in the performance
of such obligations and duties or by reason of its reckless disregard
thereof.
(b) The Series, the Fund, its trustees, officers, employees and agents
shall not be liable for any error of judgment or mistake of law or for any
loss suffered by the Bank in connection with the performance of the Fund's
obligations and duties under this Agreement, except a loss resulting from
willful misfeasance, bad faith or negligence in the performance of such
obligations and duties, or by reason of the Fund's reckless disregard
thereof. The Bank will indemnify the Series, the Fund, its trustees,
officers, employees and agents against and hold the Series, the Fund and
them harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable legal fees and expenses) to the extent
arising as a result of the negligence, willful misfeasance, bad faith or
reckless disregard of duties of the Bank under this Agreement.
(c) The Bank may apply to the Fund at any time for instructions and
may consult counsel for the Fund, or the Bank's own counsel, and with
accountants and other experts 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 instructions, or with the 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 Fund until receipt of written notice thereof has been
received by the Bank from the Fund.
(d) 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
Fund for any damages resulting from such failure to perform, delay in
performance, or otherwise from such causes.
(e) Notwithstanding anything to the contrary in this Agreement, in no
event shall the Bank, the Fund or the Series be liable for special,
incidental or consequential damages, even if advised of the possibility of
such damages.
7. Series. The Bank acknowledges that each Series is separately, and not
jointly and severally, liable for its obligations hereunder, and that the Bank
shall look solely to the accounts of such Series for payment. No officer,
trustee, shareholder or agent of the Fund, nor any investment advisor or
sub-advisor of any Series, nor any of their officers, directors, employees or
agents, shall be personally liable for any obligations of any Series.
8. Termination of Agreement.
(a) The initial term of this Agreement shall be three years commencing
upon the date hereof (the "Initial Term"), unless earlier terminated as
provided herein. Upon the expiration of the Initial Term and every
subsequent term ("Renewal Term"), the term of this Agreement shall
automatically extend for an additional year, unless written notice of
non-extension is delivered by the non-extending party to the other party no
later than six months prior to the expiration of that year. Notwithstanding
the foregoing, if, at the end of each of the first two years of the Initial
Term, the total net assets of the Series serviced hereunder do not exceed
$1 billion, the Initial Term shall be extended by an additional year.
Either party hereto may terminate this Agreement prior to the
expiration of the Initial Term or any Renewal Term in the event the other
party violates any material provision of this Agreement, provided that the
non-violating party gives written notice of such violation to the violating
party, and the violating party does not cure such violation within sixty
(60) days of receipt of such notice.
(b) At any time after the termination of this Agreement, the Fund may,
upon written request, have reasonable access to the records of the Bank
relating to its performance of its duties as Administrator.
9. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or any Series 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 Fund or any Series:
MGI Funds
Xxxxxxxxx Xxx
Xxxxxxx, XX 00000
Attention: Chief Operating Officer
With a copy to:
Chief Counsel
Xxxxxx Global Investments, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
To the Bank:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx, X.X. Xxx 0000
Xxxxxx, XX 00000-0000
Attention: _____________, Director, Client Management
With a copy to: Xxxx X. Xxxxx, General Counsel
(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.
10. Confidentiality. Both parties hereto agree that any non-public
information obtained hereunder concerning the other party is confidential and
may not be disclosed without the consent of the other party, except as may be
required by applicable law or at the request of a governmental agency or
self-regulatory organization. In the case of portfolio holdings information of
the Series, the Bank acknowledges that such information is confidential, and the
Bank represents that it has implemented internal policies to ensure the
confidential treatment of the Series' portfolio holdings information (including
appropriate commercially reasonable, related limitations on trading on the basis
of such information by the Bank's employees). The parties further agree that a
breach of this provision would irreparably damage the other party and
accordingly agree that each of them is entitled, in addition to all other
remedies at law or in equity, to an injunction or injunctions without bond or
other security to prevent breaches of this provision.
In addition, the parties further agree that any Nonpublic Personal
Information, as defined under Section 248.3(t) of Regulation S-P ("Regulation
S-P"), promulgated under the Xxxxx-Xxxxx-Xxxxxx Act (the "Act"), disclosed by a
party hereunder is for the specific purpose of permitting the other party to
perform the services set forth in this Agreement. Each party agrees that, with
respect to such information, it will comply with Regulation S-P and the Act and
that it will not disclose any Nonpublic Personal Information received in
connection with this Agreement, to any other party, except as necessary to carry
out the services set forth in this Agreement or as otherwise permitted by
Regulation S-P or the Act.
The parties acknowledge that there will be instances where each party will
have in its possession Nonpublic Personal Information obtained outside of the
relationship contemplated under this Agreement that is the same Nonpublic
Personal Information that is obtained pursuant to this Agreement, and that
disclosure of such Nonpublic Personal Information to any affiliate or third
party will be subject to the privacy policies referenced in the privacy notices
provided to such consumers and customers by the respective party to this
Agreement.
11. Use of Names.
(a) The Fund shall not use the specific name of the Bank or any of the
Bank's known affiliates in any prospectus, sales literature or other
material relating to the Fund 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 the Bank's name or its affiliates' names
which merely refers in accurate and factual terms to the Bank's appointment
hereunder, or which is required by the Securities and Exchange Commission
(the "SEC") or which is required by any state securities authority or any
other appropriate regulatory, governmental or judicial authority; provided
further, that in no event shall such approval by the Bank be unreasonably
withheld or delayed.
(b) The Bank shall not use the specific names of the Fund, the Fund's
series or any of the Fund's known affiliates in any materials in a manner
not approved by the Fund prior thereto in writing; provided however, that
the approval of the Fund shall not be required for any use of the names of
the Fund, the Fund's series or the Fund's affiliates that merely refers in
accurate and factual terms to the Fund having appointed the Bank as the
Fund's administrator hereunder or that is otherwise required by the SEC or
any state securities authority or any other appropriate regulatory,
governmental or judicial authority; provided further, that in no event
shall such approval by the Fund 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.
MGI FUNDS
By:
Name:
Title:
INVESTORS BANK & TRUST COMPANY
By:
Name:
Title:
Appendices
Appendix A...............................................................Series
Appendix B.............................................................Services
Appendix A
Series of the Trust
MGI US Large Cap Growth Equity Fund
MGI US Large Cap Value Equity Fund
MGI US Small/Mid Cap Growth Equity Fund
MGI US Small/Mid Cap Value Equity Fund
MGI Non-US Core Equity Fund
MGI Core Opportunistic Fixed Income Fund
MGI US Short Maturity Fixed Income Fund
Appendix B
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CUSTODY, FUND ACCOUNTING, FUND ADMINISTRATION, PERFORMANCE
MEASUREMENT AND DAILY CALCULATION OF N.A.V.
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A. Domestic Custody, Fund Accounting, Fund Administration, Performance
Measurement and Daily Calculation of N.A.V.:*
The following basis point fee is based on all assets for which we are providing
services. This amount does not include transactions or global custody.*
Annual Fee
First $300 Million in Assets 5.5 Basis Points
Net Assets in excess of $300 Million 5.0 Basis Points
* Stand alone collective investment trusts will have an annual fee of 2.0
Basis Points
B. Transaction Processing Fees
o DTCC/Fed Book Entry $ 10.00*
o Physical Securities $ 35.00
o Options and Futures $ 18.00
o GNMA Securities $ 30.00
o Principal Paydown $ 5.00
o 3rd Party Foreign Exchange $ 35.00**
o Outgoing Wires $ 6.00
o Incoming Wires $ 6.00
* These fees assume that trade information is sent to the Bank (also referred
to as "Investors Bank" or "we" in this Appendix B) electronically;
otherwise the transaction fee shall be $24.00 per trade.
** There are no transaction charges for F/X contracts executed by Investors
Bank. There are no transaction charges for the use of Investors Bank's Repo
product.
C. Foreign Sub-custodian Fees:
o Incremental basis point and transaction fees will be charged for all
foreign assets for which we are custodian. The asset based fees and
transaction fees vary by country, based upon a global custody fee schedule.
Local duties, script fees, reclaims, registration, exchange fees, and other
market charges are out-of-pocket.
o Investors Bank will require the Fund to hold all international assets at
the subcustodian of our choice.
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MISCELLANEOUS
-------------------------------------------------------------------------------
A. Out-of-Pocket:
The charges next to each section are for proforma purposes only. Actual charges
may vary.
- Pricing - Customized Reporting
- Legal Expenses - Customized Transmissions/Extracts
- Storage and Archiving - Extraordinary Travel Expenses
- Printing, Delivery & Postage
B. Domestic Balance Credit:
We allow use of balance credit against fees (excluding out-of-pocket charges)
for Fund balances arising out of the custody relationship. The monthly earnings
allowance is equal to 75% of the 90-day T-xxxx rate.
C. Securities Lending, Cash Management, Foreign Exchange and Transition
Management:
This Fee Schedule is based on the Fund executing all trade-related and
repatriation FX transactions with Investors Bank on a standing instruction
basis, and on the Fund's appointment of Investors Bank as sole Securities
Lending Agent for the Fund and on the Fund utilizing Investors Bank for manager
transitions and cash management. Securities lending revenue will be split
between the Funds and Investors Bank on a 60/40% basis: 60% going to the Funds.
D. Systems:
The details of any systems work will be determined after a thorough business
analysis. Any systems work will be billed on a time and material basis.
Investors Bank provides an allowance of 10 system hours for data extract set-up
and reporting extract set-up. Additional systems hours will be billed on a time
and material basis.
SERVICES INCLUDED:
See Attachments
ASSUMPTIONS
- Investors Bank will provide custody, fund accounting fund
administration, institutional transfer agent, and calculate the daily
N.A.V. for 14 Mutual funds with 14 collective investment trusts acting
as a share class [?].
- Daily NAVs between 5:00 and 6:00 (EST).
- Trades are received electronically via NSCC.
- Investors Bank will not be responsible for provision of anti-money
laundering compliance.
- Assumes a three-year contract.
- Assumes two subadvisors for each series. There will be an additional
fee for each additional subadvisor.
- There will be an additional fee for each additional class. This fee
schedule assumes one class per series.
o A letter of intent, accompanied by a $50,000 deposit to be
credited against future fees, is required to begin this
implementation. This fee schedule is valid for 90 days from date
of issue.
o The above fees will be charged against each series' custodial
checking account on the last business day of the month. All fees
are to be billed monthly.
o This fee schedule is confidential information of the parties and
shall not be disclosed to any third party without prior written
consent of both parties.
o This fee schedule assumes the execution of our standard
contractual agreements for a minimum term of three years with an
automatic renewal for an additional year at the annual
anniversary of the contract.
Accepted and
Approved By:
Name:
Title:
Date:
Global Custody Fee Schedule - All
Company: mercerGIM5b
Country Basis Point Charge Trade
Argentina* 17 75
Australia 5 45
Austria 5 60
Xxxxxxxxxx 00 000
Xxxxxxx 5 60
Bermuda 20 75
Bharain 41 140
Xxxxxxxx 00 000
Xxxxxx** 00 00
Xxxxxxxx 40 100
Canada 4 25
Xxxxx 00 000
Xxxxx A Shares 10 100
China B Shares 10 00
Xxxxxxxx*** 00 000
Xxxxxx 00 000
Xxxxx Xxxxxxxx 00 00
Xxxxxxx 0 00
Xxxxxxx ***OLD*** Do Not Use 0 0
Egypt 41 100
Estonia 30 100
Euroclear 3 20
Euroclear Equities 3 60
Xxxxxxx 0 00
Xxxxxx 0 00
Xxxxxxx 4 25
Xxxxx 00 000
Xxxxxx 15 75
Hong Kong 7 50
Xxxxxxx 00 00
Xxxxxxx 0 00
Xxxxx 20 150
Indonesia 13 65
Ireland 5 00
Xxxxxx 00 00
Xxxxx 0 00
Xxxxx 4 25
Jordan 41 120
Kazakhstan**** 45 150
Xxxxx 00 000
Xxxxx 0 00
Xxxxxx 30 125
Lebanon 41 140
Xxxxxxxxx 00 00
Xxxxxxxxx T Bills 25 75
Luxembourg 5 60
Malaysia 10 00
Xxxxxxxxx 00 000
Xxxxxx 8 40
Morocco 40 150
Namibia 00 000
Xxxxxxxxxxx 0 00
New Zealand 5 50
Norway 5 45
Xxxx 00 000
Xxxxxxxx 00 000
Xxxx 35 000
Xxxxxxxxxxx 13 00
Xxxxxx 00 000
Xxxxxxxx 00 000
Xxxxxxx 45 125
Russia Equities**** 00 000
Xxxxxx Xxx Xxxx 00 00
Xxxxxx & Montenegro 60 175
Singapore 7 60
Xxxxxxxx 00 00
Xxxxxxxx 41 000
Xxxxx Xxxxxx 7 00
Xxxxx 0 00
Xxx Xxxxx 13 65
Xxxxxxxxx 00 000
Xxxxxx 5 35
Switzerland 4 40
Xxxxxx 00 00
Xxxxxxxx 00 00
Xxxxxx 15 100
UK***** 3 00
Xxxxxxx**** 00 000
Xxxxxxx 50 150
Venezuela** 45 140
Zambia 00 000
Xxxxxxxx 00 000
Most common out of pocket charges:
* Bonds billed at face value
** Local administrator fees passed through as actuals
*** Local administration charge on month end market value each month. ($400
minimum, $4,000 maximum per account)+VAT
**** Transaction fees are charged for corporate actions. Registrar & depository
fees are charged as actuals
***** $30 surcharge for non-STP trades
Euroclear charges apply to only approved continental European countries
All other local market Out-of Pocket charges, including Euroclear Cross Border
fees, are passed through as actuals
SUMMARY OF ADMINISTRATION FUNCTIONS
I Compliance
A SEC/Tax Compliance
o Monitor compliance with investment portfolio restrictions
- Develop a compliance responsibility matrix, consistent with
prospectus and SAI
- Perform daily compliance testing
- Notify portfolio manager and compliance officer of any
potential compliance violations and monitor resolution
- Provide a monthly compliance summary package
- Report to Board on compliance matters
o Perform compliance testing to establish qualification as RIC
- Perform asset diversification testing at quarter end
- Review qualifying income status on a quarterly basis
o Coordinate audits by internal auditors
II Expense Administration
A Preparation and monitoring
o Prepare and monitor the fund's expense budget
- Review prior periods' history and current asset projections
and develop an operating expense budget
- Calculate expense budgets based upon varying asset
projections
- Notify fund accounting of changes in accrual rates
o Monitor fund expenses
- Calculate asset-based fees/reimbursements consistent with
payment cycles
- Review multiple class expense differentials
- Prepare detailed fund expense analysis on a quarterly basis
- Update expense budget periodically during the year
B Payment
o Receive and coordinate payments of fund expenses
- Propose allocation of invoices among Funds
- Obtain authorized approval to process payment
- Coordinate payment with fund accounting
III Questionnaires and Total Return Reporting
A Prepare and coordinate responses to performance and industry
questionnaires
B Calculate fund total return
o Prepare total return information for designated periods
o Prepare monthly report for review by management
IV Dividend Calculations
A Periodic dividends based on book income
o Calculate periodic dividends to be declared in accordance with
management guidelines
- Calculate dividend projections, if applicable, in accordance
with client methodology, including multiple class
allocations
- Provide dividend calculation worksheets
- Coordinate notification with fund accounting and transfer
agent
- Reconcile dividends declared with amount recorded
- Report dividend information to the Board of Trustees
B Tax-adjusted dividends
o Maintain "book-to-tax" adjustment records
- Identify book-tax accounting differences
- Track required information related to accounting differences
- Consult and coordinate tax positions taken with auditors and
management
o Income tax distribution requirements
- Calculate spillback dividend requirements
o Excise tax distribution requirements
- Calculate required distributions to avoid imposition of
excise tax
- Project ordinary income from calculated date to December 31
- Ascertain dividend shares
V Board Support
A Board book support
o Prepare quarterly financial information for inclusion in Board
book
- Summary of reportable transactions (Rule 17a-7, Rule 17e-1,
10f-3, 144A, etc.)
- Portfolio and financial highlights
- Fund performance charts/graphs
- Brokerage commission analysis
- Dividend summary
B Board book creation, assembly and distribution
o Prepare agendas, resolutions and books for Board meetings
- Maintain annual agenda calendar
- Coordinate collection of materials, assemble and distribute
Board books, to include report on compliance matters,
quarterly financial information, required annual and
quarterly approvals and appropriate resolutions, and other
supporting material
C Board attendance
o Attend board meeting
o Record minutes
D Fund officers
o Provide Fund Secretary and/or Treasurer, if requested
o Prepare Forms 1099-Misc. for Board members
VI Blue Sky
A Maintain effective registration in states selected for fund sales
o Maintain records of fund sales in each state
o File annual sales reports and renewal documents
o File updated prospectuses, SAIs and annual reports
o File amendments to increase dollar amounts registered
VII Tax Return Preparation
A Prepare income tax returns
o Calculate provisions
o Draft returns for auditor review and signature as paid preparer
B Prepare excise tax returns
o Calculate provisions
o Draft returns for auditor review and signature as paid preparer
VIII Year-End Shareholder Tax Reporting
A Tax year-end reporting
o Dividends received deduction
o Foreign Tax Credit
o Tax-Exempt Income
o Coordinate with the transfer agent
o Provide information to meet 60-day notice requirements
IX Financial Statements Preparation
A Coordinate audits by independent public accountants
B Coordinate the preparation and printing of financial statements and
notes
o Draft and manage production cycle
o Coordinate the creation of templates for style and content of
statements and notes
o Prepare financial statements and notes
o Coordinate auditor, legal and management review
o Coordinate printing and distribution of reports to shareholders
o Coordinate XXXXX filing process to SEC
C Coordinate the preparation and filing of Form N-SAR
o Prepare form for filing
o Obtain any necessary supporting documents
o Coordinate applicable responses from management and legal
o Coordinate XXXXX filing process to SEC
SUMMARY OF CUSTODY FUNCTIONS
o Receive trades.
o Process trades.
o Track and collect all income and receivables.
o Reconcile cash and security positions.
o Disburse payments for fund expenses.
o Determine and report cash availability.
o Track all voluntary and involuntary corporate action information.
o Receive and process corporate actions.
o Track tax-reclaims.
o Receive and book capital stock information
o Settle trades.
o Track failing trades.
o Provide safekeeping of all securities and cash.
SUMMARY OF FUND ACCOUNTING FUNCTIONS
o Receive trades.
o Process trades.
o Track all income and receivables.
o Reconcile cash and security positions (if separate custodian and
fund accountant).
o Calculate and accrue all fund expenses.
o Track all voluntary and involuntary corporate action information.
o Receive and process corporate actions.
o Track tax-reclaims.
o Receive and book capital stock information
o Compute market value of the fund using pre-approved pricing vendors
o Calculate the fund's daily Unit Value.
