EXHIBIT (11)(B)
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FORM OF ADMINISTRATIVE SERVICES AGREEMENT
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FORM OF
ADMINISTRATION AGREEMENT
The ADMINISTRATION AGREEMENT by and between FIRST DATA INVESTOR SERVICES
GROUP, INC., a Massachusetts corporation ("Investor Services Group"), and PFL
ENDEAVOR TARGET ACCOUNT, a managed separate account created under the laws of
the State of Iowa (the "Account") dated as of _________, 1998 (the "Agreement").
WHEREAS, the Account desires to retain Investor Services Group to render
certain administrative services with respect to each subaccount of the Account
listed in Schedule A hereto, as the same may be amended from time to time by the
parties hereto (collectively, the "Subaccounts"), and Investor Services Group is
willing to render such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Appointment. The Account hereby appoints Investor Services Group to
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provide certain administrative services required by the Account on the terms set
forth in this Agreement. Investor Services Group accepts such appointment and
agrees to render the services herein set forth for the compensation herein
provided. In the event that the Account decides to retain Investor Services
Group to provide the administrative services hereunder with respect to one or
more subaccounts other than the Subaccounts, the Account shall notify Investor
Services Group in writing. If Investor Services Group is willing to render such
services, it shall notify the Account in writing whereupon such subaccount shall
become a Subaccount hereunder.
2. Delivery of Documents. The Account has furnished Investor Services
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Group with copies properly certified or authenticated of each of the following:
(a) Resolutions of the Account's Board of Managers authorizing the
appointment of Investor Services Group to provide certain administrative
services required by the Account for each Subaccount and approving this
Agreement;
(b) Each investment advisory agreement or management agreement between
the Account and an investment adviser or investment manager (the "Advisers")
with respect to the Subaccounts (the "Advisory Agreements");
(c) The Custody Agreement between _______________ (the "Custodian") and
the Account dated as of _______________ and all amendments thereto (the "Custody
Agreement");
(d) The Account's Registration Statement on Form N-3 (the "Registration
Statement") under the Securities Act of 1933 and under the 1940 Act (File Nos.
________ and ________), as declared effective by the Securities and Exchange
Commission ("SEC") on
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____________, relating to shares of beneficial interest of the Account no par
value (the "Shares"), and all amendments thereto; and
(e) Each Subaccount's most recent prospectus and Statement of Additional
Information and all amendments and supplements thereto (collectively, the
"Prospectuses").
The Account will furnish Investor Services Group from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing. Furthermore, the Account will provide Investor Services Group
with any other documents that Investor Services Group may reasonably request and
will notify Investor Services Group as soon as possible of any matter materially
affecting the performance of Investor Services Group of its services under this
Agreement.
3. Duties as Administrator. Subject to the supervision and direction of
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the Board of Managers of the Account, Investor Services Group will assist in
supervising various aspects of the Account's administrative operations and
undertakes to perform the following specific services:
(a) Maintaining office facilities (which may be in the offices of
Investor Services Group or a corporate affiliate) and furnishing corporate
officers for the Account;
(b) Performing the functions ordinarily performed by a mutual fund
group's internal legal department as described in Schedule D to this Agreement,
furnishing data processing services, clerical services, and executive and
administrative services and standard stationery and office supplies in
connection with the foregoing;
(c) Accounting and bookkeeping services (including the maintenance of
such accounts, books and records of the Account as may be required by Section
31(a) of the 1940 Act and the rules thereunder);
(d) Internal auditing;
(e) Performing all functions ordinarily performed by the office of a
corporate treasurer, and furnishing the services and facilities ordinarily
incident thereto, including calculating the net asset value of the shares in
conformity with the Subaccount's prospectus;
(f) Assisting in the preparation of reports to the Account's
shareholders of record and the SEC including, but not necessarily limited to,
Annual Reports and Semi-Annual Reports on Form N-SAR;
(g) Preparing various reports or other documents required by federal,
state and other applicable laws and regulations, other than those filed or
required to be filed by the Custodian or Adviser;
(h) Preparing the Account's tax returns;
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(i) Assisting each Adviser, at the Adviser's request, in monitoring and
developing compliance procedures for the Account which will include, among other
matters, procedures to assist the Advisers in monitoring compliance with each
Subaccount's investment objective, policies, restrictions, tax matters and
applicable laws and regulations;
(j) Performing all functions ordinarily performed by the office of a
corporate secretary, and furnishing the services and facilities incident
thereto, including preparation for, conduct of, and recording Managers' meetings
and shareholder meetings;
(k) Furnishing all other services identified on Schedule B annexed hereto
and incorporated herein which are not otherwise specifically set forth above.
In performing its duties under this Agreement, Investor Services Group: (a)
will act in accordance with the Prospectuses and with the instructions and
directions of the Account and will conform to and comply with the requirements
of the 1940 Act and all other applicable federal or state laws and regulations;
and (b) will consult with legal counsel to the Account, as necessary and
appropriate. Furthermore, Investor Services Group 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 Account or any
of its Subaccounts and shall not provide any investment advisory services to the
Account or any of its Subaccounts.
4. Compensation and Allocation of Expenses. Investor Services Group shall
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bear all expenses in connection with the performance of its services under this
Agreement, except as indicated below.
(a) Investor Services Group will from time to time employ or associate
with itself such person or persons as Investor Services Group may believe to be
particularly suited to assist it in performing services under this Agreement.
Such person or persons may be officers and employees who are employed by both
Investor Services Group and the Account. The compensation of such person or
persons shall be paid by Investor Services Group and no obligation shall be
incurred on behalf of the Account in such respect.
(b) Investor Services Group shall not be required to pay any of the
following expenses incurred by the Account: membership dues in the Investment
Company Institute or any similar organization; investment advisory expenses;
costs of printing and mailing stock certificates, prospectuses, reports and
notices; interest on borrowed money; brokerage commissions; stock exchange
listing fees; taxes and fees payable to Federal, state and other governmental
agencies; fees of Managers of the Account who are not affiliated with Investor
Services Group; outside auditing expenses; outside legal expenses; or other
expenses not specified in this Section 4 which may be properly payable by the
Account or a Subaccount.
(c) The Account will compensate Investor Services Group for the
performance of its obligations hereunder in accordance with the fees set forth
in the written Fee Schedule annexed hereto as Schedule B and incorporated
herein. Schedule B may be amended to add fee
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schedules for any additional Subaccounts for which Investor Services Group has
been retained as Administrator.
(d) The Account will compensate Investor Services Group for its services
rendered pursuant to this Agreement in accordance with the fees set forth above.
Such fees do not include out-of-pocket disbursements of Investor Services Group
for which Investor Services Group shall be entitled to ▇▇▇▇ separately. Out-of-
pocket disbursements shall include, but shall not be limited to, the items
specified in Schedule B, annexed hereto and incorporated herein, which schedule
may be modified by Investor Services Group upon not less than thirty days' prior
written notice to the Account and the Special Projects outlined in Schedule D
hereto.
(e) Investor Services Group will ▇▇▇▇ the Account as soon as practicable
after the end of each calendar month, and said ▇▇▇▇▇▇▇▇ will be detailed in
accordance with the out-of-pocket schedule. The Account will pay to Investor
Services Group the amount of such billing by Federal Subaccounts Wire within
fifteen (15) business days after the Account's receipt of said ▇▇▇▇. In
addition, Investor Services Group may charge a service fee equal to the lesser
of (i) one and one half percent (1-1/2%) per month or (ii) the highest interest
rate legally permitted on any past due billed amount.
(f) The Account acknowledges that the fees that Investor Services Group
charges the Account under this Agreement reflect the allocation of risk between
the parties, including the disclaimer of warranties in Section 7 and the
limitations on liability in Section 5. Modifying the allocation of risk from
what is stated here would affect the fees that Investor Services Group charges,
and in consideration of those fees, the Account agrees to the stated allocation
of risk.
5. Limitation of Liability.
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(a) Investor Services Group shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Account or the Subaccounts in
connection with the performance of its obligations and duties under this
Agreement, except a loss resulting from Investor Services Group's willful
misfeasance, bad faith or negligence in the performance of such obligations and
duties, or by reason of its reckless disregard thereof.
(b) Neither party may assert any cause of action against the other party
under this Agreement that accrued more than two (2) years prior to the filing of
the suit (or commencement of arbitration proceedings) alleging such cause of
action.
(c) Each party shall have the duty to mitigate damages for which the other
party may become responsible.
(d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL INVESTOR SERVICES GROUP, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF
TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST
PROFITS,
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EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES,
EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Indemnification.
(a) The Account shall indemnify and hold Investor Services Group
harmless from and against any and all claims, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and liabilities
of any sort or kind which may be asserted against Investor Services Group or for
which Investor Services Group may be held to be liable in connection with this
Agreement or Investor Services Group's performance hereunder (a "Claim"), unless
such Claim resulted from a negligent act or omission to act or bad faith by
Investor Services Group in the performance of its duties hereunder.
(b) Investor Services Group shall indemnify and hold the Account
harmless from and against any and all claims, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and liabilities
of any sort or kind which may be asserted against the Account or for which the
Account may be held to be liable in connection with this Agreement (a "Claim"),
provided that such Claim resulted from a negligent act or omission to act, bad
faith, willful misfeasance or reckless disregard by Investor Services Group in
the performance of its duties hereunder.
(c) In any case in which one party (the "Indemnifying Party") may be
asked to indemnify or hold the other party (the "Indemnified Party") harmless,
the Indemnified Party will notify the Indemnifying Party promptly after
identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Indemnifying Party although the
failure to do so shall not prevent recovery by the Indemnified Party and shall
keep the Indemnifying Party advised with respect to all developments concerning
such situation. The Indemnifying Party shall have the option to defend the
Indemnified Party against any Claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so elects, such
defense shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to the Indemnified Party, and thereupon the Indemnifying Party
shall take over complete defense of the Claim and the Indemnified Party shall
sustain no further legal or other expenses in respect of such Claim. The
Indemnified Party will not confess any Claim or make any compromise in any case
in which the Indemnifying Party will be asked to provide indemnification, except
with the Indemnifying Party's prior written consent. The obligations of the
parties hereto under this Section 6 shall survive the termination of this
Agreement.
7. EXCLUSION OF WARRANTIES. THIS IS A SERVICE AGREEMENT. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, INVESTOR SERVICES GROUP DISCLAIMS ALL
OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE ACCOUNT OR
ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING
QUALITY, SUITABILITY,
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MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF
ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS
PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. INVESTOR SERVICES
GROUP DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE
SET FORTH IN THIS AGREEMENT.
8. Termination of Agreement.
(a) This Agreement shall be effective on the date first written
above and shall continue for a period of two (2) years (the "Initial Term"),
unless earlier terminated pursuant to the terms of this Agreement. Thereafter,
this Agreement shall automatically be renewed for successive terms of two (2)
years ("Renewal Terms") each.
(b) Either party may terminate this Agreement at the end of the
Initial Term or at the end of any subsequent Renewal Term upon not than less
than ninety (90) days or more than one hundred-eighty (180) days prior written
notice to the other party.
(c) In the event a termination notice is given by the Account, all
expenses associated with movement of records and materials and conversion
thereof will be borne by the Account.
(d) If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") resulting in a material
loss to the other party, such other party (the "Non-Defaulting Party") may give
written notice thereof to the Defaulting Party, and if such material breach
shall not have been remedied within thirty (30) days after such written notice
is given, then the Non-Defaulting Party may terminate this Agreement by giving
thirty (30) days written notice of such termination to the Defaulting Party. If
Investor Services Group is the Non-Defaulting Party, its termination of this
Agreement shall not constitute a waiver of any other rights or remedies of
Investor Services Group with respect to services performed prior to such
termination or rights of Investor Services Group to be reimbursed for
out-of-pocket expenses. In all cases, termination by the Non-Defaulting Party
shall not constitute a waiver by the Non-Defaulting Party of any other rights it
might have under this Agreement or otherwise against the Defaulting Party.
9. Modifications and Waivers. No change, termination, modification, or
waiver of any term or condition of the Agreement shall be valid unless in
writing signed by each party. No such writing shall be effective as against
Investor Services Group unless said writing is executed by a Senior Vice
President, Executive Vice President or President of Investor Services Group. A
party's waiver of a breach of any term or condition in the Agreement shall not
be deemed a waiver of any subsequent breach of the same or another term or
condition.
10. No Presumption Against Drafter. Investor Services Group and the
Account have jointly participated in the negotiation and drafting of this
Agreement. The Agreement shall be
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construed as if drafted jointly by the Account and Investor Services Group, and
no presumptions arise favoring any party by virtue of the authorship of any
provision of this Agreement.
11. Publicity. Neither Investor Services Group nor the Account shall
release or publish news releases, public announcements, advertising or other
publicity relating to this Agreement or to the transactions contemplated by it
without prior review and written approval of the other party; provided, however,
that either party may make such disclosures as are required by legal, accounting
or regulatory requirements after making reasonable efforts in the circumstances
to consult in advance with the other party.
12. Severability. The parties intend every provision of this Agreement to
be severable. If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or invalidity
shall not affect the validity of the remainder of this Agreement. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality of this
paragraph, if a court determines that any remedy stated in this Agreement has
failed of its essential purpose, then all other provisions of this Agreement,
including the limitations on liability and exclusion of damages, shall remain
fully effective.
13. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Account, the Account or Investor
Services Group shall be sufficiently given if addressed to the 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 Account:
PFL Endeavor Target Account
c/o Endeavor Investment Advisers
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
To Investor Services Group:
First Data Investor Services Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
with a copy to Investor Services Group's General Counsel
(b) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns and is
not intended to confer upon
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any other person any rights or remedies hereunder. This Agreement may not be
assigned or otherwise transferred by either party hereto, without the prior
written consent of the other party, which consent shall not be unreasonably
withheld; provided, however, that Investor Services Group may, in its sole
discretion, assign all its right, title and interest in this Agreement to an
affiliate, parent or subsidiary. Investor Services Group may, in its sole
discretion, engage subcontractors to perform any of the obligations contained in
this Agreement to be performed by Investor Services Group.
(c) The laws of the Commonwealth of Massachusetts, excluding the
laws on conflicts of laws, shall govern the interpretation, validity, and
enforcement of this Agreement. All actions arising from or related to this
Agreement shall be brought in the state and federal courts sitting in the City
of Boston, and Investor Services Group and the Account hereby submit themselves
to the exclusive jurisdiction of those courts.
(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.
14. Confidentiality.
(a) The parties agree that the Proprietary Information (defined
below) and the contents of this Agreement (collectively "Confidential
Information") are confidential information of the parties and their respective
licensers. The Account and Investor Services Group shall exercise reasonable
care to safeguard the confidentiality of the Confidential Information of the
other. The Account and Investor Services Group may each use the Confidential
Information only to exercise its rights or perform its duties under this
Agreement. The Account and Investor Services Group shall not duplicate, sell or
disclose to others the Confidential Information of the other, in whole or in
part, without the prior written permission of the other party. The Account and
Investor Services Group may, however, disclose Confidential Information to its
employees who have a need to know the Confidential Information to perform work
for the other, provided that each shall use reasonable efforts to ensure that
the Confidential Information is not duplicated or disclosed by its employees in
breach of this Agreement. The Account and Investor Services Group may also
disclose the Confidential Information to independent contractors, auditors and
professional advisors, provided they first agree in writing to be bound by the
confidentiality obligations substantially similar to this Section 14.
Notwithstanding the previous sentence, in no event shall either the Account or
Investor Services Group disclose the Confidential Information to any competitor
of the other without specific, prior written consent.
(b) Proprietary Information means:
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(i) any data or information that is completely sensitive
material, and not generally known to the public, including, but not limited to,
information about product plans, marketing strategies, finance, operations,
customer relationships, customer profiles, sales estimates, business plans, and
internal performance results relating to the past, present or future business
activities of the Account or Investor Services Group, their respective
subsidiaries and affiliated companies and the customers, clients and suppliers
of any of them;
(ii) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and secret in
the sense that its confidentiality affords the Account or Investor Services
Group a competitive advantage over its competitors; and
(iii) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object code, flow
charts, databases, inventions, know-how, show-how and trade secrets, whether or
not patentable or copyrightable.
(c) Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment, prototypes and
models, and any other tangible manifestation of the foregoing of either party
which now exist or come into the control or possession of the other.
(d) The Account acknowledges that breach of the restrictions on use,
dissemination or disclosure of any Confidential Information would result in
immediate and irreparable harm, and money damages would be inadequate to
compensate Investor Services Group for that harm. Investor Services Group shall
be entitled to equitable relief, in addition to all other available remedies, to
redress any such breach.
15. Force Majeure. No party shall be liable for any default or delay in
the performance of its obligations under this Agreement if and to the extent
such default or delay is caused, directly or indirectly, by (i) fire, flood,
elements of nature or other acts of God; (ii) any outbreak or escalation of
hostilities, war, riots or civil disorders in any country, (iii) any act or
omission of the other party or any governmental authority; (iv) any labor
disputes (whether or not the employees' demands are reasonable or within the
party's power to satisfy); or (v) nonperformance by a third party or any similar
cause beyond the reasonable control of such party, including without limitation,
failures or fluctuations in telecommunications or other equipment. In any such
event, the non-performing party shall be excused from any further performance
and observance of the obligations so affected only for so long as such
circumstances prevail and such party continues to use commercially reasonable
efforts to recommence performance or observance as soon as practicable.
16. Entire Agreement. This Agreement, including all Schedules hereto,
constitutes the entire Agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous proposals,
agreements, contracts, representations, and
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understandings, whether written or oral, between the parties with respect to the
subject matter hereof.
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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.
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
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Name:
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Title:
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PFL ENDEAVOR TARGET ACCOUNT
By:
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Name:
--------------------------------
Title:
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SCHEDULE A
Target 5 Subaccount
Target 10 Subaccount
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SCHEDULE B
FEE SCHEDULE
The Account shall pay Investor Services Group the following fees:
. a flat fee of $10,000 per annum per Subaccount.
. Investor Services Group shall be entitled to collect all
out-of-pocket fees described in Schedule C.
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SCHEDULE C
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include, but are not limited to, the following:
- Courier services
- Pricing services used by the Account
- Customized programming requests at $100 per hour
- Telephone, telecommunications and fax
- Travel and lodging for Board, Shareholder and Operations meetings
- Independent Auditor's Report (SAS 70)
- Forms and supplies for the preparation of Board meetings and
other materials for the Account
- Duplicating charges with respect to filings with Federal and
state authorities and Board meeting materials
- Postage of Board meetings materials and other materials to the
Account's Board members and service providers (including
overnight or other courier services)
- Such other expenses as are agreed to by Investor Services Group
and the Account
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SCHEDULE D
ACCOUNTING AND ADMINISTRATIVE SERVICES
ROUTINE PROJECTS
. Daily, Weekly, and Monthly Reporting
. Portfolio and General Ledger Accounting
. Daily Pricing of all Securities
. Daily Valuation and NAV Calculation
. Comparison of NAV to market movement
. Review of price tolerance/fluctuation report
. Research items appearing on the price exception report
. Preparation of monthly ex-dividend monitor
. Daily cash reconciliation with the custodian bank
. Daily support and report delivery to Portfolio Management
. Daily calculation of advisor fees and waivers
. Daily calculation of distribution rates
. Daily maintenance of each Subaccount's general ledger including expense
accruals
. Daily price notification to other vendors as required
. Calculation of 30-day adjusted SEC yields
. Income Reconciliation
. Internal reconciliation
. Sending all trades and trade instructions to the Custodian for
settlement
. Monitor corporate actions
. Provide cash availability to Adviser
. Preparation of month-end reconciliation package
. Monthly reconciliation of Subaccount expense records
. Preparation of monthly pay down gain/loss summaries
. Preparation of all annual and semi-annual audit work papers
. Preparation and Printing of Financial Statements
. Providing Shareholder Tax Information to Adviser
. Producing Drafts of IRS and State Tax Returns
. Treasury Services including:
Provide Officer for the Account
Expense Accrual Monitoring
Determination of Dividends
Prepare materials for review by the Board, e.g., 2a-7,10f-3, 17a-7,
17e-1, Rule 144a
. Tax and Financial Counsel
. Monthly Compliance Testing including Section 817H
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LEGAL, REGULATORY AND BOARD OF TRUSTEES SUPPORT
ROUTINE LEGAL SERVICES
CORPORATE SECRETARIAL
o Provide Secretary/Assistant Secretary for Account
o Develop and maintain calendar of annual and quarterly board approvals and
regulatory filings
o Prepare notice, agenda, memoranda, resolutions and background materials
for legal approval (including additional Subaccounts of the Account) at
quarterly board meetings; attend meetings; make presentations where
appropriate; prepare minutes; follow up on issues
o Provide support for one special board meeting per year and written consent
votes where needed Provide support for one shareholder meeting per year
including preparation of proxy materials
REGULATORY/FILINGS
o Review Post-Effective Amendments
o Prepare Rule 24f-2 Notice
o Review Form N-SAR
o Review Annual and Semi-Annual Financial Reports
o Prepare prospectus supplements as needed
o Review proxy materials for special shareholder meetings
MISCELLANEOUS ROUTINE LEGAL SERVICES
o Communicate significant regulatory or legislative developments to Account
management and Managers and provide related planning assistance where needed
o Consult with Account management regarding portfolio compliance and corporate
and regulatory issues as needed
o Maintain effective communication with outside counsel and review legal bills
of outside counsel
o Coordinate the printing and mailing process with outside printers for all
shareholder publications
o Arrange D&O/E&O insurance and fidelity bond coverage for Account
o Assist in monitoring Code of Ethics reporting and provide such reports to
Adviser
SPECIAL LEGAL SERVICES (BILLED SEPARATELY)*
o Assist in managing SEC audits of Subaccounts
o Review sales material and advertising for Subaccounts, SEC and NASD
compliance
o Assist in conversion
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Coordinate time and responsibility schedules
Draft notice, agenda, memoranda, resolutions and background materials
for board approval
o Assist in new investment Subaccount start-up (to the extent requested)
Coordinate time and responsibility schedules Draft/file registration
statement (including investment objectives/policies and prospectuses)
Respond to and negotiate SEC comments Draft notice, agenda and
resolutions for organizational meeting; attend board meeting; make
presentations where appropriate; prepare minutes and follow up on issues
o Develop compliance manual for Subaccounts
o Prepare notice, agenda, memoranda and background materials for special board
meetings, make presentations where appropriate, prepare minutes and follow
up on issues (in excess of one per year)
o Prepare proxy material for special shareholder meetings (in excess of one
per year )
o Prepare PEA for special purposes (e.g., new Subaccounts or classes, changes
in advisory relationships, mergers, restructurings)
o Assist in extraordinary non-recurring projects, including consultative
legal services as needed, e.g.:
Arrange CDSC financial programs
Prospectus simplification
Profile prospectuses Exemptive order applications
* SPECIAL LEGAL SERVICES SHALL BE BILLED AT A RATE OF $185 PER HOUR SUBJECT TO
CERTAIN PROJECT CAPS AS MAY BE AGREED TO BY INVESTOR SERVICES GROUP AND THE
ACCOUNT. NO SPECIAL LEGAL SERVICES SHALL BE UNDERTAKEN BY INVESTOR SERVICES
GROUP WITHOUT THE PRIOR WRITTEN CONSENT OF THE ACCOUNT.
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