ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (the "Agreement") is made as of this 1st day
of June, 2003, by and between Rydex Capital Partners SPhinX Fund (the "Fund"), a
Delaware business trust, and Rydex Capital Partners I, LLC (the
"Administrator"), a limited liability company incorporated under the laws of the
state of Delaware.
WHEREAS, the Fund is a registered, non-diversified, closed-end management
investment company under the Investment the Company Act of 1940, as amended (the
"1940 Act") and may issue its shares of beneficial interest ("Shares"); and
WHEREAS, the Fund desires that the Administrator provide, and the
Administrator is willing to provide, administrative and accounting services to
the Fund on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Administrator hereby agree as follows:
1. RETENTION OF THE ADMINISTRATOR.
The Fund hereby retains the Administrator to furnish the Fund with accounting
and administrative services as set forth in this Agreement, and the
Administrator hereby accepts such employment. The Administrator shall be deemed
to be an independent contractor for all purposes herein.
2. ADMINISTRATIVE AND ACCOUNTING SERVICES.
The Administrator shall perform or supervise the performance by others of the
accounting and administrative services set forth in Schedule A hereto (the
"Services"). In performing its duties under this Agreement, the Administrator
will act in all material respects in accordance with the Fund's governing
documents and prospectus, statement of additional information and related
documents as they may be amended (provided copies are delivered to the
Administrator) and applicable law. The Administrator (i) shall not have or be
required to have any authority to supervise the investment or reinvestment of
the securities or other properties which comprise the assets of the Fund under
this Agreement and (ii) shall not provide any investment advisory services to
the Fund under this Agreement, and shall have no liability related to the
foregoing hereunder. The Administrator shall provide the Fund with all necessary
office space, equipment, personnel, compensation and facilities (including
facilities for Shareholders' and Board of Trustees' meetings) for providing the
Services. The Administrator may sub-contract with third parties to perform any
or all of the Services required to be performed by the Administrator hereunder;
provided, however, that the Administrator shall remain fully responsible to the
Fund for the acts and omissions of such other entities to the same extent as if
the services were performed by the Administrator. Subject to the limitations
contained in this Article in meeting its duties hereunder, the Administrator
shall have the general authority to do all acts deemed in the Administrator's
reasonable good faith belief to be necessary and proper to perform its
obligations under this Agreement.
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3. ALLOCATION OF CHARGES AND EXPENSES.
(A) The Administrator. The Administrator shall furnish at its own expense
the executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement. The Administrator shall also pay all
compensation, if any, of officers of the Fund who are affiliated persons of the
Administrator or any affiliated corporation of the Administrator; provided,
however, that unless otherwise specifically provided, the Administrator shall
not be obligated to pay the compensation of any employee of the Fund retained by
the trustees of the Fund to perform services on behalf of the Fund.
(B) Fund Expenses. The Fund assumes and shall pay or cause to be paid all
expenses of the Fund not otherwise allocated in this Agreement, including,
without limitation, organizational costs, taxes, expenses for legal and auditing
services, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation and repurchase offer materials and notices to existing
Shareholders, all expenses incurred in connection with issuing and repurchasing
Shares, the costs of pricing services, the costs of custodial services, the cost
of initial and ongoing registration of the Shares under Federal and state
securities laws, fees and out-of-pocket expenses of trustees who are not
affiliated persons of the Administrator or any affiliated corporation of the
Administrator, the costs of trustees' meetings, insurance, interest, brokerage
costs, litigation and other extraordinary or nonrecurring expenses, and all fees
and charges of service providers to the Fund. The Fund shall reimburse the
Administrator for its reasonable out-of-pocket expenses, including all
reasonable charges for copying, postage, telephone, and fax charges incurred by
the Administrator in the performance of its duties.
4. COMPENSATION OF THE ADMINISTRATOR.
(A) Administrative Services Fee. In exchange for the rendering of the
Services pursuant to this Agreement, the Fund shall pay the Administrator, and
the Administrator shall accept as full compensation for the Services to be
rendered, an administrative services fee calculated at the annual rate of 0.20%
of the monthly net assets of the Fund (the "Administrative Services Fee").
(B) Payment. The Administrative Services Fee will be calculated and paid
to the Administrator monthly, in advance, not later than the fifth (5th)
business day of the month for which Services will be provided. In the event of
termination of this Agreement at any time other than the end of a month, a pro
rata refund of a portion of the Administrative Services Fee will be made to the
Fund based on the number of days that this Agreement is in effect in the last
month that this Agreement is in effect as a percentage of the total number of
days in such month. For purposes of calculating the Administrative Services Fee,
the value of the net assets of the Fund shall be determined in the same manner
as the Fund uses to compute the value of the Fund's net assets in connection
with the determination of the Net Asset Value of the Fund, all as set forth more
fully in the Registration Statement.
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5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR.
The duties of the Administrator shall be confined to those expressly set
forth herein, and no implied duties are assumed by or may be asserted against
the Administrator hereunder. The Administrator shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any investment or
for any act or omission in carrying out its duties hereunder, except a loss
resulting from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties hereunder. (As used in this Article 5, the term "Administrator" shall
include officers, employees and other agents of the Administrator as well as
that entity itself.) Under no circumstances shall the Administrator be liable to
the Fund for consequential, indirect or punitive damages.
So long as the Administrator, or its agents, acts without willful misfeasance,
bad faith or gross negligence in the performance of its duties, and without
reckless disregard of its obligations and duties hereunder, the Fund assumes
full responsibility and shall indemnify the Administrator and hold it harmless
from and against any and all actions, suits and claims, whether groundless or
otherwise, and from and against any and all losses, damages, costs, charges,
reasonable counsel fees and disbursements, payments, expenses and liabilities
(including reasonable investigation expenses) arising directly or indirectly out
of any act or omission of the Administrator in carrying out its duties
hereunder. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.
The indemnification rights hereunder shall include the right to reasonable
advances of defense expenses in the event of any pending or threatened
litigation with respect to which indemnification hereunder may ultimately be
merited. If in any case the Fund may be asked to indemnify or hold the
Administrator harmless, the Administrator shall promptly advise the Fund of the
pertinent facts concerning the situation in question, and the Administrator will
use all reasonable care to identify and notify the Fund promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification, but failure to do so shall not affect the rights
hereunder.
The Fund shall be entitled to participate at its own expense or, if it so
elects, to assume the defense of any suit brought to enforce any claims subject
to this indemnity provision. If the Fund elects to assume the defense of any
such claim, the defense shall be conducted by counsel chosen by the Fund and
satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the Fund elects to assume the defense of any suit
and retain counsel, the Administrator shall bear the fees and expenses of any
additional counsel retained by it. If the Fund does not elect to assume the
defense of a suit, it will reimburse the Administrator for the fees and expenses
of any counsel retained by the Administrator.
The Administrator may apply to the Fund at any time for instructions and may
consult counsel for the Fund or its own counsel and with accountants and other
experts, at the Fund's expense, with respect to any matter arising in connection
with the Administrator's duties, and the Administrator shall not be liable or
accountable for any action taken or omitted by it in good faith in accordance
with such instruction or with the opinion of such counsel, accountants or other
experts.
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Also, the Administrator shall be protected in acting upon any document which it
reasonably believes to be genuine and to have been signed or presented by the
proper person or persons. Nor shall the Administrator be held to have notice of
any change of authority of any officers, employee or agent of the Fund until
receipt of written notice thereof from the Fund.
Nothing herein shall make the Administrator liable for the performance or
omissions of unaffiliated third parties not under the Administrator's reasonable
control such as, by way of example and not limitation, custodians, investment
advisers or sub-advisers, postal or delivery services, telecommunications
providers and processing and settlement services.
The Administrator is entitled to rely on the price information provided by the
underlying funds into which the Fund invests, brokers and custodians in order to
calculate the Fund's net asset value (and the value of Shareholders' capital
accounts based upon such valuation) and the Administrator shall not be liable
for any valuation errors resulting from the use of such information.
6. DURATION AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective as of the date first noted above, and
shall remain in effect for an initial term of two years from the date of its
effectiveness. This Agreement may be continued in effect from year to year after
its initial term provided that such continuance is approved annually by the
Fund's Board of Trustees, including the vote of a majority of the trustees who
are not "interested persons" of the Fund, as defined by the Investment Company
Act of 1940 and the rules thereunder (the "1940 Act"). This Agreement may be
terminated by the Administrator, Board of Trustees or by vote of a majority of
the outstanding voting securities of the Fund at any time, in each case upon not
less than 60 days' prior written notice. This Agreement shall also terminate
automatically in the event of its "assignment," as such term is defined by the
1940 Act and the rules thereunder.
7. ACTIVITIES OF THE ADMINISTRATOR.
The Services rendered to the Fund are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests.
8. CONFIDENTIALITY.
The Administrator agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the Fund and its
shareholders and the Fund's investment adviser and affiliates received by the
Administrator in connection with this Agreement, including any non-public
personal information as defined in Regulation S-P, and that it shall not use or
disclose any such information except for the purpose of carrying out the terms
of this Agreement; provided, however, that Administrator may disclose such
information as required by law or after prior notification to and approval in
writing by the Fund, which approval may not be withheld where the Administrator
may be exposed to civil or criminal contempt proceedings or penalties for
failure to comply. The Administrator shall adopt and implement procedures
reasonably designed to protect and safeguard such Fund confidential information.
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9. CERTAIN RECORDS.
The Administrator shall maintain customary records in connection with its duties
as specified in this Agreement. Any records required to be maintained and
preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are
prepared or maintained by the Administrator on behalf of the Fund shall be
prepared and maintained at the expense of the Administrator, but shall be the
property of the Fund and will be made available to or surrendered promptly to
the Fund on request.
In case of any request or demand for the inspection of such records by another
party, the Administrator shall notify the Fund and follow the Fund's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Fund has
agreed to indemnify the Administrator against such liability.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
The Administrator undertakes to comply in all material respects with applicable
requirements of the Securities Act of 1933, the Securities Exchange Act of 1934,
the 1940 Act, and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by the
Administrator hereunder including any applicable anti-money laundering laws and
regulations.
11. ENTIRE AGREEMENT; AMENDMENTS.
This Agreement constitutes the entire agreement between the parties hereto and
supersedes any prior agreement, draft or proposal with respect to the subject
matter hereof. This Agreement or any part hereof may be changed or waived only
by an instrument in writing signed by the party against which enforcement of
such change or waiver is sought.
12. AGREEMENT FOR SOLE BENEFIT OF THE ADMINISTRATOR AND THE FUND.
This Agreement is for the sole and exclusive benefit of the Administrator and
the Fund and will not be deemed to be for the direct or indirect benefit of the
clients or customers of the Administrator or the Fund. The clients or customers
of the Administrator or the Fund will not be deemed to be third party
beneficiaries of this Agreement nor to have any other contractual relationship
with the Administrator by reason of this Agreement.
13. WAIVER.
Any term or provision of this Agreement may be waived at any time by the party
entitled to the benefit thereof by written instrument executed by such party. No
failure of either party hereto to exercise any power or right granted hereunder,
or to insist upon strict compliance with any obligation hereunder, and no custom
or practice of the parties with regard to the terms of performance hereof, will
constitute a waiver of the rights of such party to demand full and exact
compliance with the terms of this Agreement.
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14. NOTICE.
Any notice required or permitted to be given by either party to the other shall
be deemed sufficient if sent by registered or certified mail, federal express
(or substantially similar delivery service), postage prepaid, addressed by the
party giving notice to the other party at the last address furnished by the
other party to the party giving notice:
If to the Fund: Rydex Capital Partners Sphinx
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
ATTENTION: President
If to the Administrator: RYDEX Capital Partners I, LLC.
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
ATTENTION: President
15. FORCE MAJEURE.
No breach of any obligation of a party to this Agreement will constitute an
event of default or breach to the extent it arises out of a cause, existing or
future, that is beyond the control and without negligence of the party otherwise
chargeable with breach or default, including without limitation: work action or
strike; lockout or other labor dispute; flood; war; riot; theft; earthquake or
natural disaster. Either party desiring to rely upon any of the foregoing as an
excuse for default or breach will, when the cause arises, give to the other
party prompt notice of the facts which constitute such cause; and, when the
cause ceases to exist, give prompt notice thereof to the other party.
16. EQUIPMENT FAILURES.
In the event of equipment failures beyond the Administrator's control, the
Administrator shall take reasonable and prompt steps to minimize service
interruptions but shall have no liability with respect thereto. The
Administrator shall develop and maintain a plan reasonable in scope and detail
for recovery from equipment failures which may include contractual arrangements
with appropriate parties making reasonable provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available.
17. DEFINITIONS OF CERTAIN TERMS.
The term "affiliated person," when used in this Agreement, shall have the
meaning specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
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18. HEADINGS.
All Article headings contained in this Agreement are for convenience of
reference only, do not form a part of this Agreement and will not affect in any
way the meaning or interpretation of this Agreement. Words used herein,
regardless of the number and gender specifically used, will be deemed and
construed to include any other number, singular or plural, and any other gender,
masculine, feminine, or neuter, as the contract requires.
19. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State of
Maryland without giving effect to the conflicts of laws principles therof, and
the applicable provisions of the 1940 Act. To the extent that the applicable
laws of the State of Maryland, or any of the provisions herein, conflict with
the applicable provisions of the 1940 Act, the latter shall control.
20. MULTIPLE ORIGINALS.
This Agreement may be executed in two or more counterparts, each of which when
so executed shall be deemed to be an original, but such counterparts shall
together constitute but one and the same instrument.
21. BINDING AGREEMENT.
This Agreement, and the rights and obligations of the parties hereunder, shall
be binding on, and inure to the benefit of, the parties and their respective
successors and assigns.
22. SEVERABILITY.
If any part, term or provision of this Agreement is 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 Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
23. LIMITATION OF LIABILITY.
A copy of the Certificate of Trust of the Fund is on file with the Secretary of
State of the State of Delaware, and notice is hereby given that this Agreement
is executed on behalf of the trustees of the Fund as trustees and not
individually and that the obligations of the this instrument are not binding
upon any of the trustees, officers or shareholders of the Fund individually but
are binding only upon the assets and property of the Fund.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
RYDEX CAPITAL PARTNERS SPHINX FUND
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
RYDEX CAPITAL PARTNERS I, LLC
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
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SCHEDULE A
LIST OF SERVICES
1. DESCRIPTION OF ACCOUNTING SERVICES.
The Administrator will perform the following administration services:
(a) Calculate the net asset value per Fund share ("NAV") on the last day
of the month that the New York Stock Exchange is open for business
(or more frequently as determined by the Fund) (each a "Valuation
Day").
(b) Calculate each item of income, deduction, credit, gain and loss, if
any, and process the Fund's stated expense ratio as required by the
Fund and in conformance with generally accepted accounting practice
("GAAP"), the SEC's Regulation S-X (or any successor regulation) and
the Code.
(c) Calculate the "SEC yield".
(d) Prepare and record once daily, as of the time when the NAV of the
Fund is calculated or at such other time as otherwise directed by
the Fund, either (A) a valuation of the assets of the Fund (unless
otherwise specified in or in accordance with the Policies and
Procedures, based upon the use of outside services normally used and
contracted for this purpose by the Administrator in the case of
securities for which information and market price or yield
quotations are readily available, and based upon evaluations
conducted in accordance with the Fund instructions in the case of
all other assets) or (B) a calculation confirming that the market
value of the Fund's assets does not deviate from the amortized cost
value of those assets by more than a specified percentage.
(e) Make such adjustments over such periods as the Fund deems necessary
to reflect over-accruals or under-accruals of estimated expenses or
income.
(f) Maintain the Fund's general ledger and record all income, gross
expenses, capital share activity and security transactions of the
Fund.
(g) Provide the Fund and such other persons as the Fund may direct with
standard NAV calculation and portfolio reporting.
(h) Provide appropriate records to assist the Fund's independent
accountants and, subject to the Agreement, any regulatory body in
any requested review of the Fund's books and records.
(i) Provide information typically supplied in the investment company
industry to the Fund's transfer agent.
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(j) Transmit the NAVs and dividend factors of the Fund to the Fund and
to those persons designated by the Fund in writing either by
internet e-mail or facsimile transmission, as designated by the
Fund.
(k) Provide the Fund with the data requested by the Fund that is
required to update the Registration Statement.
(l) Provide the Fund or the independent accountants for the Fund the
data requested with respect to the preparation of the Fund's income,
excise and other tax returns.
(m) Provide the Fund or the independent accountants for the Fund with
unadjusted Fund data directly from the portfolio accounting system
for any day that the New York Stock Exchange is open for business
and other data reasonably requested for the preparation of the
Fund's semi-annual financial statements.
(n) Transmit to and receive from the Fund's transfer agent appropriate
data to reconcile daily Shares outstanding and other data with the
transfer agent.
(o) Process all distributions as directed in writing by the Fund.
(p) Reconcile cash daily and reconcile security identifier, units,
maturities and rates at least monthly with the Fund's custodian.
(q) Verify investment trade tickets when received from an investment
adviser and maintain individual ledgers and historical tax lots for
each security.
(r) Prepare and maintain on behalf of the Fund all books and records
pursuant to Rule 31a-1 under the 1940 Act:
2. DESCRIPTION OF ADMINISTRATION SERVICES.
The Administrator will perform the following administration services:
(a) Assist the Fund in the selection of other service providers, such as
independent accountants, law firms and proxy solicitors.
(b) Oversee (i) the preparation and maintenance by the Fund's custodian,
transfer agent, dividend disbursing agent and fund accountant in
such form, for such periods and in such locations as may be required
by applicable United States law, of all documents and records
relating to the operation of the Fund required to be prepared or
maintained by the Fund or its agents pursuant to applicable law;
(ii) the reconciliation of account information and balances among
the Fund's custodian, transfer agent, dividend disbursing agent and
fund accountant; (iii) the transmission of purchase and redemption
orders for Shares; and (iv) the performance of fund accounting,
including the calculation of the net asset value of the Shares.
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(c) Oversee the performance of administrative and professional services
rendered to the Fund by others, including its custodian, transfer
agent and dividend disbursing agent as well as legal, auditing,
shareholder servicing and other services performed for the Fund.
(d) File or oversee the filing of each document required to be filed by
the Fund with the SEC in either written or, if required, electronic
format (e.g., pursuant to the electronic data gathering analysis and
retrieval system, or "XXXXX").
(e) Provide expense and financial information for the periodic updating
of the Registration Statement.
(f) Provide expense and financial information for proxy and information
statements, repurchase offers, and related communications to
shareholders, as applicable.
(g) Assist the Fund's investment adviser and other appropriate persons
in monitoring the Fund's compliance with applicable securities laws
and regulations as well as with the Fund's fundamental and
non-fundamental policies set forth in the Prospectus.
(h) Produce quarterly compliance reports for the Fund's Board of
Trustees.
(i) Prepare, file and maintain the Fund's organizational documents and
minutes of meetings of the Fund's Board of Trustees, any committees
thereof, and shareholders.
(j) Make such filings as are necessary to maintain the Fund's existence
and good standing under applicable state law.
(k) Maintain CUSIP, ticker, news media and tax identification number
listings.
(l) Provide the Fund with adequate general office space and facilities
and provide persons suitable to the Fund's Board of Trustees to
serve as Fund officers.
(m) Calculate, review and account for Fund expenses and report on Fund
expenses on a periodic basis.
(n) Authorize the payment of Fund expenses and pay, from Fund assets,
all bills of the Fund.
(o) Prepare Fund budgets, pro-forma financial statements, expense and
profit/loss projections, and fee waiver/expense reimbursement
projections on a periodic basis.
(p) Prepare financial statement expense information.
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(q) Prepare semi-annual financial statements and oversee the production
of the semi-annual financial statements and any related report to
the Fund's shareholders prepared by the Fund.
(r) File the Fund's semi-annual financial statements with the SEC, or
ensure that the Fund's semi-annual financial statements are filed
with the SEC, and oversee the distribution of the financial
statements to shareholders.
(s) Request any necessary information from the Fund's transfer agent,
fund accountant, investment adviser(s) and distributor(s) in order
to prepare, and prepare, the Fund's Form N-SAR and Form N-CSR twice
a year.
(t) Calculate data with respect to yields, dividend yields, distribution
rates and total returns for dissemination to information services
covering the investment company industry, for advertising and sales
literature of the Fund and other appropriate purposes.
(u) Report Fund data to investment company industry survey companies
(i.e., Lipper, Inc.).
(v) Report applicable data to rating agencies (such as Standard & Poors)
that rate a Fund.
(w) Supervise the declaration of dividends and other distributions to
shareholders and prepare and distribute to appropriate parties
notices announcing the declaration of dividends and other
distributions to shareholders.
(x) Prepare all Fund Federal income and excise tax workpapers and
provisions.
(y) File all Fund Federal income and excise tax returns and state income
and other tax returns, including any extensions or amendment.
(z) Calculate required Fund distributions to maintain the qualification
of the Fund as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code") in order to assist the
Fund in avoiding any otherwise applicable Federal excise tax.
(aa) Perform other tax compliance and related reporting for the Fund
(limited to calculation of Code Section 851(b) "good income" and
"diversification" testing, reporting the tax status of distributions
and preparing year-end Federal tax notice data).
(bb) Prepare financial statement tax provisions (limited to sixty (60)
day shareholder tax notices disclosure, tax related footnotes and
Statement of Position 95-3 ("ROCSOP") adjustments) for the Fund.
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(cc) Calculateincome distributions if the Fund declares income
distributions more often than annually but not daily and calculate
capital gain distributions (in addition to typical calendar year end
capital gain distributions).
(dd) Perform monthly capital gain analyses for the Fund based on book
numbers adjusted for prior year unpaid spillback distribution
requirements and capital loss carryforwards.
(ee) Advise the Fund on compliance with applicable U.S. laws and
regulations.
(ff) Liaise with staff of the SEC.
(gg) Draft correspondences to staff of the SEC and respond to SEC staff
comments.
(hh) Liaise with the Fund's outside counsel.
(ii) Draft and/or amend the Fund's registration statement, prospectus,
and statement of additional information.
(jj) Assist Fund outside counsel in the preparation of Section 16
filings, exemptive applications, no-action letters, information
statements, proxy statements, repurchase offers, and related
material.
(kk) Prepare Section 16 filings, exemptive applications, no-action
letters, information statements, proxy statements, and related
material, and draft correspondence to staff of the SEC and respond
to SEC staff comments with respect thereto.
(ll) Respond to inquiries regarding applicable U.S. laws and regulations
at meetings of the Fund's Governing Body or shareholders.
(mm) Prepare and/or review agreements between the Fund and any third
parties.
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