BRANDES INVESTMENT TRUST FUND ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT THE NORTHERN TRUST COMPANY February 1, 2020
Execution Version
▇▇▇▇▇▇▇ INVESTMENT TRUST
FUND ADMINISTRATION AND
ACCOUNTING SERVICES AGREEMENT
ACCOUNTING SERVICES AGREEMENT
THE NORTHERN TRUST COMPANY
February 1, 2020
TABLE OF CONTENTS
Section | Page | ||
1. | APPOINTMENT | 1 | |
2. | REPRESENTATIONS AND WARRANTIES | 1 | |
3. | DELIVERY OF DOCUMENTS | 2 | |
4. | SERVICES PROVIDED | 2 | |
5. | FEES AND EXPENSES | 3 | |
6. | DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY | 5 | |
7. | CONFIDENTIALITY | 7 | |
8. | NOTICES | 7 | |
9. | WAIVER | 8 | |
10. | FORCE MAJEURE | 8 | |
11. | AMENDMENTS | 8 | |
12. | TERM | 8 | |
13. | SEVERABILITY | 8 | |
14. | ASSIGNABILITY AND DELEGATION | 8 | |
15. | PERSONAL LIABILITY | 8 | |
16. | HEADINGS | 9 | |
17. | GOVERNING LAW | 9 | |
18. | COUNTERPARTS | 9 | |
19. | ENTIRE AGREEMENT | 9 | |
20. | LIABILITY OF EACH SERIES | 9 | |
SCHEDULE A SERIES NAMES | A-1 | ||
SCHEDULE B FEES AND EXPENSES | B-1 | ||
SCHEDULE C FUND ADMINISTRATION SERVICES DESCRIPTION | C-1 | ||
SCHEDULE D FUND ACCOUNTING SERVICES DESCRIPTION | D-1 | ||
FUND ADMINISTRATION AND
ACCOUNTING SERVICES AGREEMENT
ACCOUNTING SERVICES AGREEMENT
AGREEMENT made as of February 1, 2020 by and between ▇▇▇▇▇▇▇ Investment Trust (the “Fund” or the “Trust”), on behalf of each of its series listed on Schedule A hereto, as amended from time to time, a Delaware statutory trust, and The Northern Trust Company (“Northern”), an Illinois corporation.
WITNESSETH:
WHEREAS, the Fund is a Delaware statutory trust and is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Fund wishes to retain Northern to provide fund accounting and administration services with respect to the Fund and its series, and Northern is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1.APPOINTMENT. The Fund hereby appoints Northern to provide services for the Fund and its series, as described hereinafter, for the period and on the terms set forth in this Agreement. Northern accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 5 of and Schedule B to this Agreement.
2.REPRESENTATIONS AND WARRANTIES.
(a) | Northern represents and warrants to the Fund that: |
(i) | Northern is a corporation, duly organized and existing under the laws of the State of Illinois; |
(ii) | Northern is duly qualified to carry on its business in the State of Illinois; |
(iii) | Northern is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; |
(iv) | All requisite corporate proceedings have been taken to authorize Northern to enter into and perform this Agreement; |
(v) | Northern has, and will continue to have, access to the facilities, personnel and equipment required to fully perform its duties and obligations hereunder; |
(vi) | no legal or administrative proceedings have been instituted or threatened which would materially impair Northern’s ability to perform its duties and obligations under this Agreement; and |
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(vii) | Northern’s entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of Northern or any law or regulation applicable to Northern. |
(b) | The Fund represents and warrants to Northern that: |
(i) | the Fund is a statutory trust, duly organized and existing and in good standing under the laws of Delaware; |
(ii) | the Fund is an investment company properly registered under the 1940 Act; |
(iii) | the Fund has the power under applicable laws and by its organizational documents to enter into and perform this Agreement |
(iv) | all requisite actions have been taken by the Fund to authorize the Fund to enter into and perform this Agreement; |
(v) | no legal or administrative proceedings have been instituted or threatened which would impact the Fund’s ability to perform its duties and obligations under this Agreement; and |
(vi) | the Fund’s execution of this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it. |
3.DELIVERY OF DOCUMENTS. The Fund will promptly furnish to Northern such copies, properly certified or authenticated, of contracts, documents and other related information that Northern may request or requires to properly discharge its duties. Such documents may include but are not limited to the following:
(a) | actions of or on behalf of the Fund authorizing the appointment of Northern to provide certain services to the Fund and approving this Agreement; |
(b) | the Fund’s governing documents, (e.g., By-Laws, Declaration of Trust, etc.); |
(c) | the Fund’s currently effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act and the Fund’s Prospectus and Statement of Additional Information relating to the Fund and all amendments and supplements thereto as in effect from time to time; |
(d) | opinions of counsel, if any, and auditors’ reports; and |
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(e) | such other agreements, certificates and documents as the Fund may enter into from time to time including securities lending agreements, futures and commodities account agreements, brokerage agreements and options agreements. |
4.SERVICES PROVIDED.
(a) | Northern will provide the following services subject to the control, direction and supervision of the Fund or its designee and in compliance with the procedures which may be established from time to time between the Trust and Northern; and all reasonable resolutions and policies implemented by the Fund: |
(i) | Fund Administration, and |
(ii) | Fund Accounting. |
A general description of each of the above services is contained in Schedules C and D, respectively, to this Agreement.
(b) | Northern will also: |
(i) | provide office facilities with respect to the provision of the services contemplated herein (which may be in the offices of Northern or a corporate affiliate of Northern); |
(ii) | provide or otherwise obtain personnel sufficient for provision of the services contemplated herein; |
(iii) | furnish equipment and other materials, which are necessary for provision of the services contemplated herein; and |
(iv) | keep records relating to the services contemplated herein in such form and manner as Northern may deem appropriate or advisable. Northern agrees that all such records prepared or maintained by Northern relating to the services provided hereunder are preserved on behalf of the Fund and will be will be made available to the Fund upon request. |
5.FEES AND EXPENSES.
(a) | As compensation for the services rendered to the Fund pursuant to this Agreement, the Fund shall cause to be paid to Northern quarterly fees determined as set forth in Schedule B to this Agreement. Such fees are to be billed quarterly and shall be due and payable within 30 calendar days following receipt of the invoice, except for any fee or expense subject to a good faith dispute. The Fund shall notify Northern in writing within 30 calendar days following receipt of each invoice if the Fund is disputing any amounts in good faith. The Fund shall pay such disputed amounts |
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within 10 calendar days of the day on which the parties agree to the amount to be paid. Upon any termination of the provision of services under this Agreement before the end of any quarter, the fee for the part of the quarter before such termination shall be prorated according to the proportion which such part bears to the full quarter period and shall be payable upon the date of such termination.
(b) | For the purpose of determining fees calculated as a function of the Fund’s assets, the value of the Fund’s assets and net assets, except the Separately Managed Account Reserved Trust, shall be computed as required by its Prospectus, generally accepted accounting principles, and resolutions of the Fund’s Board of Trustees/Directors. With respect to the Separately Managed Account Reserved Trust, ▇▇▇▇▇▇▇ (the “Advisor”) shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. |
(c) | The Fund may request additional services, additional processing, or special reports which are not contemplated in this Agreement, and will provide such specifications and requirements documentation as may be reasonably required by Northern. If Northern elects to provide such services or arranges for such services to be provided, it shall be entitled to additional fees and expenses as its customary rates and charges as agreed upon by the parties. |
(d) | Northern will bear its own expenses in connection with the performance of the services under this Agreement except as provided herein or as agreed to by the parties. The Fund agrees to promptly reimburse Northern for any services, equipment or supplies ordered by or for the Fund through Northern and for any other expenses that Northern may incur on the Fund’s behalf at the Fund’s request or as consented to by the Fund. Such other expenses to be incurred in the operation of the Fund and to be borne by the Fund, include, but are not limited to: taxes, interest, brokerage fees and commissions; salaries and fees of officers and trustees; processing services and related fees; postage and mailing costs; costs of share certificates; advisory and administration fees; charges and expenses of pricing and data services, independent public accountants and custodians; insurance premiums including fidelity bond premiums; legal expenses; consulting fees; customary bank charges and fees; costs of maintenance of trust existence; expenses of typesetting and printing of offering documents for regulatory purposes and for distribution to current and prospective shareholders of the Fund; expenses of printing and production costs of shareholders’ reports; costs and expenses of Fund stationery and forms; costs and expenses of special telephone and data lines and devices; costs associated with shareholder meetings; trade association dues and expenses; reprocessing costs to Northern caused by third party errors; and any extraordinary expenses and other customary Fund expenses. In addition, Northern may utilize one or more independent pricing services to obtain securities prices and to act as backup to the primary pricing services in connection with determining the net asset values of the Fund or of any series. The Fund will reimburse Northern for the Fund’s share of the cost of such services |
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provided by any pricing vendors who are not part of Northern’s standard pricing vendors for fund administration clients based upon the actual usage by the Fund of the services for the benefit of the Fund.
(e) | All fees, out-of-pocket expenses, or additional charges of Northern shall be billed on a quarterly basis and shall be due and payable upon receipt of the invoice. |
(f) | In the event that the Fund is more than sixty (60) days’ delinquent in its payments of quarterly ▇▇▇▇▇▇▇▇ in connection with this Agreement (with the exception of specific amounts which may be contested in good faith by the Fund), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund by Northern. The Fund must notify Northern in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts. Disputed amounts are not due and payable while they are being investigated. |
6.DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY.
(a) | Northern shall be responsible for the performance of only such duties as are set forth in this Agreement. In the performance of its duties hereunder, Northern shall be obligated, as applicable, to exercise the due care and diligence of a professional fund administrator, and fund accountant in providing the services called for in this Agreement, including the services referenced in Section 4 of this Agreement, and in all events shall act in good faith in performing the services provided for under this Agreement. |
(b) | Northern shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss or expense directly caused by or resulting from willful misfeasance, bad faith or negligence on Northern’s part in the performance of or from reckless disregard by Northern of the obligations and duties specifically set forth in this Agreement. Neither party shall not be liable for any special, indirect, incidental or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement; provided that notwithstanding the foregoing, the Trust and the Funds’ indemnification obligations shall not be limited to the extent such special, indirect, incidental, consequential or punitive damages of any kind are included in any third party claim in connection with which the indemnified party is otherwise entitled to indemnification hereunder. |
(c) | Subject to Sections 6(a) and 6(b) above, Northern shall not be responsible for, and the Fund shall indemnify and hold Northern harmless from and against, any and all losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities incurred by Northern, any of its agents, or the Fund’s agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: |
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(i) | any and all actions of Northern or its officers or agents required to be taken pursuant to this Agreement; |
(ii) | the reliance on or use by Northern or its officers or agents of information, records, or documents which are received by Northern or its officers or agents and furnished to them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; |
(iii) | the Fund’s refusal or failure to comply with the terms of this Agreement or the Fund’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; |
(iv) | the breach of any representation or warranty of the Fund hereunder; |
(v) | the taping or other form of recording of telephone conversations or other forms of electronic communications with shareholders or reasonable reliance by Northern on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; |
(vi) | the reliance on or the carrying out by Northern or its officers of agents of any instructions reasonably believed to be given by a duly authorized person, or requests of or the Fund or recognition by Northern of any certificates which representing shareholder interests (if any) are reasonably believed to bear the signatures of the officers of the Fund and the countersignature of any transfer agent or registrar of the Fund; |
(vii) | any delays, inaccuracies, incompleteness of, errors in or omissions from information or data provided to Northern by data, corporate action or pricing services or securities brokers and dealers; |
(viii) | the offer or sale of securities by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state; |
(ix) | any failure of the Fund’s offering documents to comply with applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading; |
(x) | the failure of the Fund to comply with applicable securities, tax, commodities and other laws, rules and regulations; and |
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(xi) | all actions, inactions, omissions, or errors caused by or resulting from the willful misfeasance, bad faith or negligence of third parties to whom Northern or the Fund has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund; provided that each of such third parties was chosen by the Fund. |
(d) | In performing its services hereunder, Northern shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Fund and its custodian, officers and shareholders, agents and other service providers which Northern reasonably believes to be genuine, valid and authorized, and shall be indemnified by the Fund for any loss or expense caused by such reasonable reliance. |
(e) | Northern shall indemnify and hold the Fund, its directors, officers, employees and agents harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees (including the defense of any lawsuit in which the Trust or affiliate is a named party), payments, expenses and liability directly arising out of or attributable to any action taken or omitted to be taken by Northern as a result of Northern’s bad faith, negligence, willful misconduct in the performance of its duties under this Agreement or reckless disregard of its duties hereunder, except to the extent that a loss or expense is directly caused by or resulting from the Fund’s negligence, willful misconduct, bad faith or reckless disregard by the Fund of its obligations and duties specifically set forth in this Agreement. |
(f) | The indemnifications contained hereunder shall survive the termination of this Agreement. |
7.CONFIDENTIALITY. Except as otherwise required by law or in connection with any required disclosure to a banking or other regulator, Northern agrees to treat confidential all records and other information relative to the Fund disclosed by the Fund to Northern during the term of this Agreement, and to not use such records and information for any purpose other than performance of Northern’s responsibilities and duties hereunder. Northern may seek a waiver of such confidentiality provisions by furnishing reasonable prior notice to the Fund and obtaining approval in writing from the Fund, which approval shall not be unreasonably withheld. Waivers of confidentiality are automatically effective without further action by Northern where Northern may be exposed to civil or criminal fines, contempt proceedings or other liability for failure to comply, when requested to divulge such information by duly constituted governmental authorities with respect to Internal Revenue Service levies, subpoenas or similar actions, or with respect to requests by the Fund.
8.NOTICES. Any notice required or permitted hereunder shall be in writing and shall be deemed effective on the date of personal delivery (by private messenger, courier service or otherwise) or upon confirmed receipt of telex or facsimile, whichever occurs first, or upon receipt if by mail to the parties at the following address (or such other address as a party may specify by notice to the other):
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If to the Fund:
▇▇▇▇▇▇▇ Investment Trust
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
If to Northern:
The Northern Trust Company
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: GFS Relationship Manager - ▇▇▇▇▇▇▇
9.WAIVER. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to the term of any term of this Agreement. Any waiver must be in writing signed by the waiving party.
10.FORCE MAJEURE. Northern shall not be responsible or liable for any harm, loss or damage suffered by the Fund, its shareholders, or other third parties or for any failure or delay in performance of Northern’s obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond Northern’s control. In the event of a force majeure, any resulting harm, loss, damage, failure or delay by Northern will not give the Fund the right to terminate this Agreement. “Force Majeure” means any event beyond Northern’s reasonable control (including errors or interruptions caused by Client or third parties, any industrial, juridical, governmental, civil or military action, acts of terrorism, insurrection or revolution, nuclear fusion or, fission or radiation).
11.AMENDMENTS. This Agreement may be modified or amended from time to time by mutual written agreement between the parties. No provision of this Agreement may be changed, discharged, or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.
12.TERM. This Agreement shall become effective on the date indicated above. Except as set forth in Section 5(f), this Agreement shall continue in effect unless terminated by either party on 90 days’ prior written notice. Upon termination of this Agreement, the Fund shall pay Northern such compensation and any out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.
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13.SEVERABILITY. If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.
14.ASSIGNABILITY AND DELEGATION. This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party. Northern may, subject to applicable law, delegate any and all of its duties and obligations hereunder to an affiliate of Northern; provided that Northern shall remain liable for the acts or omissions of any delegate appointed by it as if such acts or omissions were its own
15.PERSONAL LIABILITY. The Trust and Northern agree that the obligations of the Trust under this Agreement shall not be binding upon or any member of the Board of Trustees or any shareholder, nominee, officer, employee or agent, whether past, present or future, of the Trust individually, but are binding only upon the assets and property of the Trust or of the appropriate series thereof. The execution and delivery of this Agreement have been duly authorized by the Trust and signed by an authorized officer of the Trust, acting as such, but neither such authorization by the Trust nor such execution and delivery by such officer shall be deemed to have been made by any member of the Board of Trustees or by any officer or shareholder of the Trust individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Trust or of the appropriate series thereof.
16.HEADINGS. All section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.
17.GOVERNING LAW.
This Agreement shall be construed and the substantive provisions hereof interpreted under and in accordance with the laws of the State of Illinois.
18.COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail, shall be treated in all manner and respects as an original executed counterpart.
19.ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and understanding between the parties relating to the subject matter hereof whether oral or written.
20.LIABILITY OF EACH SERIES. Notwithstanding any other provision of this Agreement to the contrary, the parties agree that the assets and liability of each series of the Trust are separate and distinct from the assets and liabilities of each series of the Trust and that no series of the Trust shall be liable or shall be charged for any debt, obligations or liability of any other series or Trust, whether arising under this Agreement or otherwise.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly thereunto authorized representatives as of the date written above.
▇▇▇▇▇▇▇ INVESTMENT TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
(CORPORATE SEAL)
The undersigned, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, does hereby certify that he/she is the duly elected, qualified and acting Secretary of ▇▇▇▇▇▇▇ Investment Trust (the “Fund”) and further certifies that the person whose signature appears above is a duly elected, qualified and acting officer of the Fund with full power and authority to execute this Agreement on behalf of the Fund and to take such other actions and execute such other documents as may be necessary to effectuate this Agreement.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Secretary
THE NORTHERN TRUST COMPANY
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
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SCHEDULE A
SERIES NAMES
Name of Series
▇▇▇▇▇▇▇ International Equity Fund
▇▇▇▇▇▇▇ Global Equity Fund
▇▇▇▇▇▇▇ International Small Cap Equity Fund
▇▇▇▇▇▇▇ Emerging Markets Value Fund
▇▇▇▇▇▇▇ Global Equity Income Fund
▇▇▇▇▇▇▇ Small Cap Value Fund
▇▇▇▇▇▇▇ Core Plus Fixed Income Fund
Separately Managed Account Reserve Trust
A-1
SCHDULE B
FEES AND EXPENSES
Fund Administration, and Accounting
A. | For the services rendered under this Agreement, the Fund shall cause to be paid to Northern out of the assets of the Fund the fees as agreed between the Fund and Northern from time to time. The initial fees are set forth in the attached Exhibit to this Schedule. |
B. | Out-of-pocket expenses, including but not limited to those in Section 5(d), will be computed and billed by Northern and payable quarterly by or on behalf of the Fund. |
B-1
ANNEX 1
TO SCHEDULE B
TO SCHEDULE B
Fee Schedule
B-2
SCHEDULE C
FUND ADMINISTRATION SERVICES DESCRIPTION
FUND ADMINISTRATION SERVICES DESCRIPTION
Northern shall provide the following services, in each case, subject to the direction of the Trust and in accordance with the policies and procedures established by the Trust:
Description of Administration Services on a Continuous Basis:
• | Maintain Board and regulatory filing calendars; |
• | Prepare for filing with the Securities and Exchange Commission (“SEC”) the following documents (as required): Form N-CEN, Form N-CSR, Form N-Q, Form N-PORT, Form N-PX, Form N-MFP, Form N-CR, Form N-LIQUID and all amendments to the Registration Statements, including annual updates of the Prospectus(es) and Statements Additional Information for each Fund and any supplements thereto; |
• | Prepare and coordinate the filing of Rule 24f-2 notices, including coordination of related payment, if necessary; |
• | Work with vendor and adviser to prepare and file necessary blue sky filings as required by the laws of individual states and U.S. jurisdictions. Monitor status and maintain registrations in each state. Provide updates regarding material developments in state securities regulation; |
• | Serve as liaison among all fund service providers, including Auditor, Fund Counsel & other service providers; |
• | Facilitate the application process for the Trust’s fidelity bond and directors and officers errors and omissions insurance policies and, with respect to the fidelity bond, monitor Trust asset levels and coordinate required filings under Rule 17g-1 with the SEC; |
• | Work with Fund counsel in the preparation and filing with the SEC of proxy statements; |
• | Attend and assist in the conduct of shareholder meetings and prepare scripts for and minutes of such meetings; |
• | Advise and consult with Trust management and the investment adviser on matters pertaining to new Fund launches or new share classes, and assist with the deregistration of a Fund/class when applicable; |
• | Prepare and review with Fund counsel and Trust management the agenda, resolutions and notices for all requested Board of Trustees and Committee meetings, attend meetings as appropriate or requested, prepare minutes for Board and Committee meetings; |
• | Maintain books and records for information under the control of or produced by Northern Trust for each Fund as required under Rule 31a-1 of the Investment Company Act of 1940, as amended (the “1940 Act”), and comply with SEC requirements in advance of and during examinations; |
• | Assist each Fund in the production of documentation for routine regulatory examinations of the Trust and each Fund relative to Board and Committee meetings and filings described herein and work closely with the legal counsel in response to any non-routine regulatory matters; |
• | Monitor each Fund’s status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, and advise Trust management and the applicable investment adviser of any potential or actual violations; |
C-1
• | Provide periodic testing of the Fund(s) requirements under the 1940 Act and limitations contained in the Registration Statements as may be mutually agreed upon, including compliance reporting to the designated Officer(s) of the Trust; |
• | Compute tax basis provisions for both excise and income tax purposes; |
• | Facilitate and support the preparation of the Trust’ federal and state tax returns (including Form 1120-RIC, Form 8613, and any applicable state returns) and extension requests by the Trust’s independent accountants, review the tax returns prepared by the Trust’s independent accountants for consistency with Northern’s tax provisions and knowledge of the Trust, and provide copies to the Trust’s Treasurer for review, execution and filing; |
• | Prepare any supplemental tax information that is required at calendar year-end for mailing to shareholders or designated parties (including the ICI primary and secondary layouts sent to the broker dealer community); |
• | Calculate annual minimum distribution calculations (income and capital gain) prior to their declaration; |
• | Coordinate the audit of the Trust’s financial statements by the Trust’s independent accountants and provide applicable fund information, as requested, and office facilities for audits as necessary; |
• | Provide applicable fund information, as requested, in connection with audits and examinations by regulatory bodies; |
• | Prepare the annual and semi-annual shareholder reports (not including any Shareholder Letters or Management’s Discussion of Fund Performance) for typesetting by a financial printer (and facilitate subsequent changes to the typeset drafts) and the quarterly schedules of investments; |
• | Prepare for review by the designated Officer(s) of the Trust annual fund expense budgets, perform accrual analyses and roll forward calculations and recommend changes to fund expense accruals on a periodic basis, arrange for payment of the Trust’s expenses and obtain authorization of accrual changes and expense payments; |
• | Prepare and furnish total return performance information for the Fund(s), including such information on an after-tax basis, calculate in accordance with applicable U.S. securities laws and regulations, as may be reasonably requested by Trust management; |
• | Provide sub-certifications in connection with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to services provided by Northern; |
• | Provide Northern’s Compliance Program for Registered Fund Clients annually; and |
• | Provide the results of testing of the key controls of Northern’s Compliance Program for Registered Fund Clients quarterly. |
C-2
SCHEDULE D
FUND ACCOUNTING SERVICES DESCRIPTION
FUND ACCOUNTING SERVICES DESCRIPTION
Northern shall provide the following services, in each case, subject to the direction of the Trust and in accordance with the policies and procedures established by the Trust:
Description of Accounting Services on a Continuous Basis:
• | Maintain the books and records for the Trust’s assets including records of all securities transactions; |
• | Calculation of the Fund’s Net Asset Value per share utilizing prices obtained from mutually agreeable sources and transmitting valuation as required by the Trust and the investment adviser; |
• | Execute Security Pricing in accordance with Trust’s pricing policy; |
• | Reconcile positions, entitlements, accruals and cash with custody records and provide the investment adviser with the beginning cash balance available for investment purposes; |
• | Calculate monthly SEC yield, as applicable, and transmit information as required by the investment adviser; |
• | Verify and timely record investment buy/sell trade tickets when received from the investment adviser for the Fund; |
• | Compute, as appropriate, and in consultation with the Trust’s auditors and tax advisors, the net income and capital gains and losses, dividend payables, dividend factors, yields and weighted average maturity; |
• | Determine unrealized appreciation and depreciation on securities held by the Trust; |
• | Amortize premiums and accrete discounts on securities purchased at a price other than face value as directed by the Trust; |
• | Post Trust transactions to appropriate categories; |
• | Accrue expenses as established in the expense budget of the Trust; |
• | Determine the outstanding receivables and payables for all security trades, portfolio share transactions and income and expense accounts and distributions in accordance with the Trust policies and procedures; |
• | Coordinate with the Trust’s independent auditors and provide accounting reports in connection with the Trust’s regular annual audit and other routine audits and examinations by regulatory agencies; and |
• | Maintain historical tax lots for each security. |
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