EX-99.h.3.
SUB-ADMINISTRATION AGREEMENT
This Sub-Administration Agreement ("Agreement") is made as of ______ __,
2007, (the "Effective Date") between Citi Fund Services Ohio, Inc., formerly
known as BISYS Fund Services Ohio, Inc. ("Citi"), an Ohio corporation having a
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and Aberdeen Asset
Management, Inc. (the "Administrator") a Delaware statutory trust, having a
place of business at Mellon Bank Center, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Administrator has entered into an Administration Agreement
with the Company dated ______________ (the "Administration Agreement");
WHEREAS, pursuant to the Administration Agreement, the Administrator has
agreed to provide certain administration services for the Company and the
underlying investment portfolios of the Company (individually referred to in
this Agreement as a "Fund" and collectively as the "Funds");
WHEREAS, Adviser desires to retain Citi to assist it in performing certain
administration services for the Funds; and
WHEREAS, Citi is willing to perform such services, and Adviser is willing
to retain Citi, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in exchange for good and valuable consideration, the
receipt and sufficiency of which
are acknowledged, the Company and Citi hereby agree as follows:
1. Retention of Citi.
(a) The Administrator hereby retains Citi, subject to the supervision,
direction and control of the Company's Board of Trustees (the "Board"), to
furnish the Funds with the services described in Schedule A to this Agreement
(the "Services"). Citi shall, for all purposes herein, be deemed to be an
independent contractor and, except as otherwise expressly provided or
authorized, shall have no authority to act for or represent the Administrator,
the Company or the Funds in any way, and shall not be deemed an agent of the
Company or any Funds.
(b) The Administrator hereby represents and warrants to Citi that this
Agreement has been disclosed to the Board, and that the Administrator has
provided all such information to the Board as may be appropriate (or as has been
requested by the Board) in connection with the Board's review or approval of the
arrangements contemplated under this Agreement, including amounts expended by
the Administrator under this Agreement.
2. Administrative Services.
Citi shall perform the administrative services set forth in Schedule B to
this Agreement and, on behalf of the Administrator for the Company, shall
investigate, and conduct relations with, custodians, depositories, underwriters,
brokers and dealers, corporate fiduciaries, insurers, banks and persons in any
other capacity deemed to be necessary or desirable for the Company's operations.
Citi shall provide the Board with such reports regarding the Fund's investment
performance as it may reasonably request, but shall have no responsibility for
supervising the performance by the Administrator or any investment adviser or
sub-adviser of its responsibilities. Citi shall perform such other
administration services, and furnish such reports, for the Company and each of
the Funds that are mutually agreed upon by the parties from time to time, for
which the Administrator will pay Citi the amounts agreed upon between them.
Citi shall provide the Company with all necessary office space, equipment,
personnel and facilities (including facilities for shareholders' and Board
meetings) for handling the affairs of the Company and Funds and such other
services as Citi shall, from time to time, reasonably determine to be necessary
to perform its obligations under this Agreement. In addition, at the request of
the Board, Citi shall make reports to the Board concerning the performance of
its obligations hereunder.
Citi shall perform such other services for the Company or the Funds that
are mutually agreed upon by the parties from time to time, for which the
Administrator will pay Citi the amounts agreed upon between them, from time to
time. Except as explicitly set forth herein, Citi shall only perform additional
services as are set forth in an amendment to this Agreement, in consideration of
such fees as the parties agree.
Citi may use one or more third parties to perform some or all of its
obligations under this Agreement. Citi shall be fully responsible for the acts
of such third parties and shall not be relieved of any of its responsibilities
under this Agreement by virtue of the use of such third parties.
3. Allocation of Charges and Expenses.
Citi shall furnish at its own expense the executive, supervisory and
clerical personnel necessary to perform its obligations under this Agreement.
Citi shall pay all compensation, if any, of officers and trustees of the Company
who are affiliated persons of Citi or any affiliated entity of Citi; provided,
however, that unless otherwise specifically provided, Citi shall not be
obligated to pay the compensation of any employee or agent of the Administrator
or the Company (who is not a Citi employee) retained by the Administrator or the
Board to perform services on behalf of the Company.
The Administrator assumes and shall pay or cause to be paid all other
expenses of the Company not otherwise allocated herein, including, without
limitation, organization costs, taxes, expenses for Company legal and auditing
services, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing shareholders of record of the
Funds ("Shareholders"), all expenses incurred in connection with issuing and
redeeming shares of beneficial interest in the Funds ("Shares"), the cost 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 Citi or any affiliate of Citi (fees
for other "interested trustees" may be paid by parties other than the Company),
insurance, interest, brokerage costs, litigation and other extraordinary or
nonrecurring expenses, and all fees and charges of investment advisers.
4. Fees and Expenses.
(a) The Administrator shall pay Citi for the services to be provided by
Citi under this Agreement in accordance with, and in the manner set forth in,
Schedule C o this Agreement. Fees for any additional services to be provided by
Citi pursuant to an amendment to Schedule B shall be subject to mutual agreement
at the time such amendment is proposed.
(b) In addition to paying Citi the fees set forth in Schedule C, the
Administrator agrees to reimburse Citi for all of its actual out-of-pocket
expenses reasonably incurred in providing services hereunder, including without
limitation:
(i) All direct telephone, telephone transmission and telecopy or other
electronic transmission expenses incurred in communication with the
Administrator, the Company or the Company's investment adviser or
custodian, broker-dealers, shareholders or others as required for Citi to
perform the services to be provided hereunder;
(ii) The cost of electronic storage of Company records and other
materials;
(iii) All freight and other delivery and bonding charges incurred in
delivering materials to and from the Administrator, the Company, its
investment advisers and custodian;
(iv) All printing, production (including graphics support, copying,
and binding) and distribution expenses incurred in relation to Board
meeting materials;
(v) Check and payment processing fees;
(vi) Sales taxes;
(vii) Costs of tax data services;
(viii) All out of pocket costs incurred in connection with Citi's
provision (if applicable, under Section 23 of this Agreement) of Company
officers and in connection with administration services, including, without
limitation, travel and lodging expenses incurred by officers and employees
of Citi in connection with attendance at Board meetings and any other
meetings for which such attendance is requested or agreed upon by the
parties; and
(ix) Any expenses incurred at the written direction of an officer of
the Company or the Administrator; provided however, that such officer is
not an officer or employee of Citi or its affiliates.
(c) In addition, Citi shall be entitled to receive the following
miscellaneous fees and charges:
(i) Ad hoc reporting fees billed, when mutually agreed upon, according
to applicable rate schedules;
(ii) A fee for managing and overseeing the report, print and mail
functions performed by Citi using third-party vendors, not to exceed $.04
per page for Board meeting materials All printing, production (including
graphics support, copying, and binding) and distribution expenses incurred
in relation to Board meeting materials, tax forms, statements of average
cost, daily confirmations, periodic statements, new account letters and
maintenance letters; fees for programming in connection with creating or
changing the forms of statements, billed at a mutually agreed upon rate;
and costs for postage, couriers, stock computer paper, computer disks,
statements, labels, envelopes, checks, reports, letters, tax forms,
proxies, notices or other forms of printed material (including the costs of
preparing and printing all printed materials) which shall be required for
the performance of the services to be provided hereunder;
(iii) System development fees, billed at a mutually agreed upon rate
as approved by the Company or the Administrator, and all systems-related
expenses, as agreed upon in advance, associated with the provision of
special reports and services;
(iv) Fees for development of any custom interfaces, billed at a
mutually agreed upon rate; and
(v) In the event that Citi is requested or authorized by the Company
or the Administrator or is required by governmental regulation, summons,
subpoena, investigation, examination or other legal or regulatory process
to produce documents or personnel with respect to services provided by Citi
to the Company or any Fund, the Administrator will, so long as Citi is not
the subject of the investigation or proceeding in which the information is
sought, pay Citi for its professional time (at its standard billing rates)
and reimburse Citi for its out-of-pocket expenses (including reasonable
attorneys fees) incurred in responding to such requests or requirements.
All rights of compensation under this Agreement for services performed
and for expense reimbursement and for payment of miscellaneous fees and
charges shall survive the termination of this Agreement.
(d) Citi shall use reasonable efforts to notify the Company of changes in
material, substantial vendors and subcontractors that directly impact the Funds'
Rule 38a-1 compliance procedures; provided, however, that Citi shall have no
obligation to notify the Company of any changes that would not result in a
change to the Funds' control procedures.
5. Effective Date.
This Agreement shall become effective as of the Effective Date.
6. Term; Liquidated Damages.
(a) This Agreement shall continue in effect for an initial term of three
years from the Effective Date (the "Initial Term"). Thereafter, unless otherwise
terminated pursuant to this Agreement, this Agreement shall be renewed
automatically for successive one year periods ("Rollover Periods"). This
Agreement may be terminated only (i) by provision of a written notice of
non-renewal provided at least 90 days prior to the end of the Initial Term or
any Rollover Period (which notice of non-renewal will cause this Agreement to
terminate as of the end of the Initial Term or such Rollover Period, as
applicable), (ii) by mutual agreement of the parties, or (iii) for "cause," as
defined below, upon the provision of 30 days advance written notice by the party
alleging cause. After the Initial Term, this Agreement may be terminated by
either party at any time without penalty upon the provision of a minimum of six
(6) months' prior written notice.
(b) For purposes of this Section 6, "cause" shall mean (a) a material
breach of this Agreement that has not been remedied within 30 days following
written notice of such breach from the non-breaching party; (b) a final,
unappealable judicial, regulatory or administrative ruling or order in which the
party to be terminated has been found guilty of criminal or unethical behavior
in the conduct of its business; or (c) financial difficulties on the part of the
party to be terminated which are evidenced by the authorization or commencement
of, or involvement by way of pleading, answer, consent or acquiescence in, a
voluntary or involuntary case under Title 11 of the United States Code, as from
time to time is in effect, or any applicable law, other than said Title 11, of
any jurisdiction relating to the liquidation or reorganization of debtors or to
the modification or alteration of the rights of creditors.
(c) Notwithstanding the foregoing termination provisions, following any
such termination, in the event that Citi in fact continues to perform any one or
more of the services contemplated by this Agreement (or any Schedule or exhibit
to this Agreement) with the consent of the Administrator, the provisions of this
Agreement, including without limitation the provisions dealing with compensation
and indemnification, shall continue in full force and effect. Fees and
out-of-pocket expenses incurred by Citi but unpaid by the Administrator upon
such termination shall be immediately due and payable upon and notwithstanding
such termination. The Administrator shall pay to Citi, in addition to the fees
and expenses provided in Sections 3 and 4 of this Agreement, the amount of all
of Citi's reasonable cash disbursements in connection with Citi's activities in
effecting such termination, including without limitation, the delivery to the
Administrator, the Company, its investment adviser and/or other parties of the
Company's or the Administrator's property, records, instruments and documents,
such amount to be paid on or before the date of such termination.
(d) If, for any reason other than (i) non-renewal, (ii) termination by the
Administrator upon the provision of a minimum of six (6) months' prior written
notice, after the Initial Term, (iii) mutual agreement of the parties or (iv)
"cause", the Administrator terminates this Agreement, or the Administrator
terminates Citi's services, or Citi is replaced as service provider to the
Company or some or all of the Funds, then the Administrator shall make a
one-time cash payment to Citi, in consideration of the fee structure and
services to be provided under this Agreement, equal to the balance that would be
due Citi for its services under this Agreement during the lesser of (x) the
balance of the Initial Term or any applicable Rollover Period, as the case may
be, or (y) 6 months, if the Company is terminating based on establishing, in
good-faith, dissatisfaction with the quality of the provision of Services, or 12
months, if the Company is terminating for any other reason, and, assuming, in
all instances, for purposes of the calculation of the one-time payment that the
fees that would be earned by Citi for each month would be based upon the average
fees payable to Citi monthly during the 12 months before the date of the event
that triggers such payment.
(e) In the event that the Company or any Fund is, in part or in whole,
liquidated, dissolved, merged into a third party, acquired by a third party, or
involved in any other transaction that materially reduces the assets and/or
accounts serviced by Citi pursuant to this Agreement during the Initial Term, or
after the Initial Term, if the Company fails to provide a minimum of six (6)
months' advance written notice, the liquidated damages provision set forth above
shall be applicable.
(f) If one of the events described above is partial (e.g., a termination of
Citi as provider of some but not all of the services set forth in this
Agreement, or a liquidation of some but not all of the Funds), the liquidated
damages amount payable by the Administrator shall be appropriately adjusted on a
pro rata basis.
(g) Any liquidated damages amount payable to Citi shall be paid by the
Administrator on or before the date of the event that triggers the payment
obligation.
(h) The parties further acknowledge and agree that, upon the occurrence of
any of the events described above: (i) a determination of actual damages
incurred by Citi would be extremely difficult, and (ii) the liquidated damages
payment described above is intended to adequately compensate Citi for damages
incurred and is not intended to constitute any form of penalty.
7. Standard of Care; Force Majeure; Limitation of Liability.
(a) Citi shall use reasonable professional diligence in the performance of
services under this Agreement, but shall not be liable to the Company or the
Administrator for any action taken or omitted by Citi in the absence of bad
faith, willful misfeasance, negligence or reckless disregard by it of its
obligations and duties. The duties of Citi shall be confined to those expressly
set forth in this Agreement, and no implied duties are assumed by or may be
asserted against Citi under this Agreement.
(b) Notwithstanding any other provision of this Agreement, Citi assumes no
responsibility hereunder, and shall not be liable for, any damage, loss of data,
delay or any other loss whatsoever caused by events beyond Citi's control.
Events beyond Citi's control include, without limitation, force majeure events,
such as natural disasters, actions or decrees of governmental bodies, and
communication lines failures that are not the fault of either party. In the
event of force majeure, computer or other equipment failures or other events
beyond its control, Citi shall follow applicable procedures in its disaster
recovery and business continuity plan and use all commercially reasonable
efforts to minimize any service interruption.
(c) Citi shall provide the Company or the Administrator, at such times as
the Company or the Administrator may reasonably request, copies of reports
rendered by independent auditors on the internal controls and procedures of Citi
relating to the services provided by Citi under this Agreement.
(d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL CITI, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE, LOST
PROFITS, AND LOST OR DAMAGED DATA, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT
OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Legal Advice.
Citi may notify the Administrator or the Company if Citi reasonably
determines that it is in need of the advice of counsel to the Company with
regard to Citi's responsibilities and duties pursuant to this Agreement. If the
advice Citi seeks relates to its responsibilities and duties to more than one of
its clients, Citi shall be responsible for seeking advice of its counsel or
other counsel and shall be liable for payment of such counsel. Citi may rely
upon the advice of counsel to the Company; however, this Agreement shall not
obligate counsel to the Company to render such advice. After so notifying the
Company or the Administrator, if Citi does not obtain the advice of counsel to
the Company within a reasonable period of time, Citi shall be entitled to seek,
receive and act upon advice of legal counsel of its reasonable choosing at the
reasonable expense of the Administrator unless relating to a matter involving
Citi's willful misfeasance, bad faith, negligence or reckless disregard of
Citi's responsibilities and duties hereunder. Citi shall in no event be liable
to the Administrator, the Company or any Fund or any shareholder or beneficial
owner of the Company for any action reasonably taken pursuant to legal advice
rendered in accordance with this paragraph.
9. Instructions / Certain Procedures, etc.
(a) Citi shall be protected in acting upon any document that it reasonably
believes to be genuine and to have been signed or presented by the proper person
or persons. Citi will not be held to have notice of any change of authority of
any officers, employees or agents of the Company or the Administrator until
receipt of actual notice thereof from the Administrator.
(b) Whenever Citi is requested or authorized to take action hereunder
pursuant to instructions from a shareholder, or a properly authorized agent of a
shareholder ("shareholder's agent"), concerning an account in a Fund, Citi shall
be entitled to rely upon any certificate, letter or other instrument or
communication (including electronic mail), reasonably believed by Citi to be
genuine and to have been properly made, signed or authorized by an officer or
other authorized agent of the Administrator, the Company or by the shareholder
or shareholder's agent, as the case may be, and shall be entitled to receive as
conclusive proof of any fact or matter required to be ascertained by it
hereunder a certificate signed by an officer of the Administrator, the Company
or any other person authorized by the Board or by the shareholder or
shareholder's agent, as the case may be.
(c) As to the services to be provided hereunder, Citi may rely conclusively
upon the terms of the relevant then-current Prospectus and Statement of
Additional Information of the Company, to the extent that such services are
described therein unless Citi receives written instructions to the contrary in a
timely manner from the Company or the Administrator.
(d) The parties may amend any procedures adopted, approved or set forth
herein by written agreement as may be appropriate or practical under the
circumstances, and Citi may reasonably assume that any special procedure which
has been approved by an executive officer of the Administrator or the Company
(other than an officer or employee of Citi or its affiliates) does not conflict
with or violate any requirements of the Company's Declaration of Trust, By-Laws
or then-current Prospectus.
10. Indemnification.
(a) The Administrator shall indemnify and hold harmless Citi, and its
affiliates, subsidiaries and parents, and their employees, agents, directors,
officers and nominees from and against any claims, demands, actions, suits,
judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees
and other expenses (collectively, "Losses") resulting directly and proximately
from Citi's performance of services under this Agreement or based, if
applicable, upon Citi's reasonable reliance on information, records,
instructions or requests pertaining to services hereunder, that are given or
made to Citi by the Administrator, the Company, the investment adviser, or other
authorized agents of the Company; provided that this indemnification shall not
apply to actions or omissions of Citi involving bad faith, willful misfeasance,
negligence or reckless disregard by Citi of its obligations and duties under
this Agreement.
(b) Citi shall indemnify, defend, and hold the Administrator and its
affiliates, subsidiaries and parents, and its trustees, officers, agents and
nominees harmless from and against Losses resulting directly and proximately
from Citi's willful misfeasance, bad faith or negligence in the performance of,
or the reckless disregard of, its duties or obligations hereunder; provided that
this indemnification shall not apply to actions or omissions of the
Administrator involving bad faith, willful misfeasance, negligence or reckless
disregard by the Administrator of its obligations and duties.
(c) In order that the indemnification provisions contained herein shall
apply, if in any case a party may be asked to indemnify or hold the other party
harmless, the other party shall fully and promptly advise the indemnifying party
in writing of all pertinent facts concerning the situation in question. The
party seeking indemnification will use all reasonable care to identify and
notify the indemnifying party in writing promptly concerning any situation which
presents or appears likely to present the probability of such a claim for
indemnification against the indemnifying party, but failure to do so in good
faith shall not affect the rights hereunder except to the extent the
indemnifying party is materially prejudiced thereby. As to any matter eligible
for indemnification, an indemnified party shall act reasonably and in accordance
with good faith business judgment and shall not effect any settlement or confess
judgment without the consent of the indemnifying party, which consent shall not
be withheld or delayed unreasonably.
(d) The indemnifying party shall be entitled to participate in at its own
expense or, if it so elects, to assume the defense of any claim or suit subject
to this indemnity provision. If the indemnifying party elects to assume the
defense of any such claim, the defense shall be conducted by counsel chosen by
it and reasonably satisfactory to the indemnified party. In the event that the
indemnifying party elects to assume the defense of any suit and retain counsel,
the indemnified party shall bear the fees and expenses of any additional counsel
retained by it. An indemnifying party shall not effect any settlement without
the consent of the indemnified party (which shall not be withheld or delayed
unreasonably by the indemnified party) unless such settlement imposes no
liability, responsibility or other obligation upon the indemnified party and
relieves it of all fault. If the indemnifying party does not elect to assume the
defense of suit, it will reimburse the indemnified party for the reasonable fees
and expenses of counsel retained by the indemnified party and reasonably
satisfactory to the indemnifying party. The indemnity and defense provisions set
forth herein shall survive the termination of this Agreement.
(e) The provisions of this Section 10 are subject to the provisions of
Section 9 and Section 22(b) of this Agreement.
11. Record Retention and Confidentiality.
Citi shall keep and maintain on behalf of the Company all books and records
which are customary or which are required to be kept in connection with Citi's
services pursuant to applicable statutes, rules and regulations, including
without limitation Rules 31a-1 and 31a-2 under the Investment Company Act of
1940, as amended (the "1940 Act"). Citi further agrees that all such books and
records shall be the property of the Company and to make such books and records
available for inspection by the Company at reasonable times or by the Securities
and Exchange Commission (the "Commission") promptly.
Citi shall otherwise keep confidential all books and records relating to
the Fund and its shareholders, except when (i) disclosure is required by law,
(ii) Citi is advised by counsel that it may incur liability for failure to make
a disclosure, (iii) Citi is requested to divulge such information by
duly-constituted authorities or court process, (iv) Citi is requested to make a
disclosure by a shareholder or shareholder's agent with respect to information
concerning an account as to which such shareholder has either a legal or
beneficial interest and a legal right to such information at such time
consistent with the Company's Declaration of Trust, Prospectus and applicable
law, or (v) as requested or authorized by the Company or the Administrator
(including pursuant to its policies and procedures). Citi shall provide the
Company with reasonable advance notice of disclosure pursuant to items (i) -
(iii) of the previous sentence, to the extent reasonably practicable.
12. Reports.
Citi shall furnish to the Company and to its properly-authorized auditors,
investment advisers, examiners, distributors, broker-dealers, underwriters,
salesmen, insurance companies and others designated by the Company in writing,
such reports at such times as are prescribed pursuant to this Agreement (or
schedules to this Agreement), or as subsequently agreed upon by the parties
pursuant to an amendment to this Agreement (or schedules to this Agreement). The
Administrator agrees on behalf of the Company to examine each such report or
copy provided to it promptly and will report or cause to be reported to Citi any
errors or discrepancies therein.
13. Rights of Ownership.
All computer programs, systems and procedures employed or developed by
Citi, or on behalf of Citi by system providers or vendors used by Citi, to
perform services required to be provided by Citi under this Agreement are the
property of Citi. All records and other data maintained hereunder, excepting
such computer programs, systems and procedures, are the exclusive property of
the Company. All such records and other data which is the property of the
Company shall be furnished to the Company in appropriate form as soon as
practicable after termination of this Agreement for any reason.
14. Return of Records.
Citi shall promptly upon the Company's demand, turn over to the Company and
cease to retain Citi's files, records and documents created and maintained by
Citi pursuant to this Agreement which are no longer needed by Citi in the
performance of its services or for its legal protection. If the Company has not
requested that its files, records and documents created and maintained by Citi
be so turned over to the Company, such files, documents and records shall be
retained by Citi, at the expense of the Administrator, Company, for six (6)
years from the date of creation. At the end of such six-year period, such
records and documents shall be turned over to the Company at the Administrator's
expense unless the Company authorizes in writing the destruction of such records
and documents.
15. Representations and Warranties of the Administrator.
The Administrator represents and warrants to Citi that:
(a) The Administrator is a corporation duly incorporated and validly
existing under the laws of the jurisdiction of its formation, and has full
capacity and authority to enter into this Agreement and to carry out its
obligations hereunder;
(b) Both the Company and the Administrator have all necessary
authorizations, licenses and permits to carry out their respective business as
currently conducted;
(c) Both the Company and the Administrator are in compliance in all
material respects with all laws and regulations applicable to their respective
business and operations;
(d) This Agreement has been duly authorized by the Board of the Company and
by the Administrator and, when executed and delivered by the Administrator, will
constitute a legal, valid and binding obligation of the Administrator,
enforceable against the Administrator in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the right and remedies of creditors and secured parties;
and
(e) By virtue of the Declaration of Trust, shares of each Fund which are
redeemed by the Company may be resold by the Company.
16. Representations and Warranties of Citi.
Citi represents and warrants to the Administrator that:
(a) It is a corporation duly incorporated and validly existing under the
laws of the state of Ohio, and has full capacity and authority to enter into
this Agreement and to carry out its obligations hereunder;
(b) It has all necessary authorizations, licenses and permits to carry out
its business as currently conducted;
(c) It is, and shall continue to be, in compliance in all material respects
with all provisions of law applicable to it in connection with its services
hereunder, including Section 17A(c) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(d) The various procedures and systems which it has implemented with regard
to safekeeping from loss or damage attributable to fire, theft or any other
cause of the blank checks, records, and other data of the Company and Citi's
equipment, facilities, and other property used in the performance of its
obligations hereunder are reasonable and adequate and that it will make such
changes therein from time to time as are reasonably required for the secure
performance of its obligations hereunder; and
(e) This Agreement has been duly authorized by Citi and, when executed and
delivered by Citi, will constitute a legal, valid and binding obligation of
Citi, enforceable against Citi in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the right and remedies of creditors and secured parties.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL REPRESENTATIONS AND
WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY,
SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE
(IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) CONCERNING THE
SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS
AGREEMENT BY CITI ARE COMPLETELY DISCLAIMED.
17. Insurance.
Citi shall maintain a fidelity bond covering larceny and embezzlement and
an insurance policy with respect to directors and officers errors and omissions
coverage, in amounts that are appropriate in light of its duties and
responsibilities hereunder. Upon the request of the Administrator, Citi shall
provide evidence that coverage is in place. Citi shall notify the Administrator
should its insurance coverage with respect to professional liability or errors
and omissions coverage be reduced or canceled. Such notification shall include
the date of cancellation or reduction and the reasons therefore. Citi shall
notify the Administrator promptly of any material claims against it with respect
to services performed under this Agreement, whether or not they may be covered
by insurance, and shall notify the Administrator promptly should the total
outstanding claims made by Citi under its insurance coverage materially impair,
or threaten to materially impair, the adequacy of its coverage.
18. Information to be Furnished by the Company and Funds.
The Administrator agrees that it or the Company will furnish to Citi the
following, upon Citi's request, each as amended and current as of the Effective
Date:
(a) A copy of the organizational document and any amendments thereto;
(b) A copy of the Company's By-laws and any amendments thereto;
(c) A copy of the resolutions of the Board of the Administrator regarding
(i) approval of this Agreement and authorization of a specified officer of the
Administrator to execute and deliver this Agreement and authorization for
specified officers of the Administrator to instruct Citi hereunder; and (ii)
authorization of Citi to perform the administrative services set forth in this
Agreement;
(d) A copy of the resolutions of the Board regarding approval of this
Agreement and authorization of specified officers of the Company to instruct
Citi hereunder.
(e) A certified list of all officers of the Company, and any other persons
(who may be associated with the Company or its investment advisor), together
with specimen signatures of those officers and other persons who (except as
otherwise provided herein to the contrary) shall be authorized to instruct Citi
in all matters;
(f) Copies of each of the following documents employed by the Company:
(i) Prospectuses and Statement of Additional Information;
(ii) Distribution Agreement; and
(iii) All other forms commonly used by the Company or its distributor
with regard to their relationships and transactions with shareholders of
the Funds.
(g) A certificate as to shares of the Company authorized, issued, and
outstanding as of the Effective Date and as to receipt of full consideration by
the Company for all shares outstanding; and
(h) A copy of the disclosure controls and procedures of the Funds ("Fund
DCPs") as contemplated in Item 22 of Schedule B.
19. Information Furnished by Citi.
Citi agrees to furnish to the Administrator, upon its request, evidence of
the following:
(a) Approval of this Agreement by Citi, and authorization of a specified
officer of Citi to execute and deliver this Agreement; and
(b) Authorization of Citi to perform the administrative services for the
Company.
Upon request, Citi shall furnish a copy of the relevant provisions of its
internal policies on service of employees as executive officers of funds ("Citi
Policies"), and any material amendments thereto, to the Company.
20. Amendments to Documents.
The Company will provide Citi with advance notice of any material
amendments to the items set forth in Section 18 of this Agreement. Citi will not
be responsible for changing or conforming its services to any such amendments
until Citi has reviewed and accepted responsibility for the relevant changes in
services. Citi will consider such changes in good faith. In the event that any
such amendment, or change in laws applicable to the Company would require Citi
to make specific changes to its service model, Citi will use reasonable good
faith efforts to inform the Administrator of the changes that would be
necessary, and set out the estimated costs and estimated implementation
timetable for any additional services. The parties shall then in good faith
agree to mutually agreeable terms applicable to such additional service.
21. Reliance on Amendments.
Citi may rely on any amendments to or changes in any of the documents and
other items to be provided by the Administrator or the Company pursuant to
Sections 18 and 20 of this Agreement and the indemnification provisions of
Section 10 hereof are applicable to Citi's reasonable reliance upon such
amendments and/or changes. Although Citi is authorized to rely on the
above-mentioned amendments to and changes in the documents and other items to be
provided pursuant to Sections 18 and 20 of this Agreement, in the event the same
relate to services provided by Citi hereunder, Citi shall have no liability for
failure to comply with or take any action in conformity with such amendments or
changes except as provided in Section 20 of this Agreement or as otherwise
agreed upon in writing.
22. Compliance with Laws.
(a) Prospectus and Public Offering. Except for information which is the
obligation of Citi as set forth in Section 11 of this Agreement, and except as
provided in the services listed in the schedules to this Agreement which call
for information to be provided by Citi for inclusion in the Prospectus, the
Company and the Administrator assume full responsibility for the preparation,
contents, and distribution of each Prospectus of the Company in compliance with
all applicable requirements of the Securities Act of 1933, as amended (the "1933
Act"), the 1940 Act, and any other laws, rules and regulations of governmental
authorities having jurisdiction. Subject to its obligations herein with respect
to "blue sky" filings, Citi shall have no obligation to take cognizance
hereunder of laws relating to the sale of the Funds' shares. The Company
represents and warrants that all shares of the Funds that are offered to the
public are covered by an effective registration statement under the 1933 Act and
the ▇▇▇▇ ▇▇▇.
(b) Additional Provisions Concerning Executive Officers.
It is mutually agreed and acknowledged by the parties that to the extent
Citi provides executive officers of the Company ("Executive Officers"), the
provision shall be subject to the internal policies of Citi concerning the
activities of its employees and their service as officers of funds (the "Citi
Policies"), a copy of which shall be provided to the Company upon request.
The Administrator represents, warrants and covenants that the Company's
governing documents (including its Agreement and Declaration of Trust and
By-Laws) and/or resolutions of the Board do, and at all times shall, contain
mandatory indemnification provisions that are applicable to each Executive
Officer, that are designed and intended to have the effect of fully indemnifying
him or her and holding him or her harmless with respect to any claims,
liabilities and costs arising out of or relating to his or her service in good
faith in a manner reasonably believed to be in the best interests of the
Company, except to the extent he or she would otherwise be liable to the Company
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
The Administrator represents, warrants and covenants that the Company does,
and at all times shall, provide coverage to each Executive Officer under its
directors and officers liability policy that is appropriate to the Executive
Officer's role and title, and consistent with coverage applicable to other
officers holding positions of executive management.
In appropriate circumstances, each Executive Officer shall have the
discretion to resign from his or her position, in the event that he or she
reasonably determines that there has been or is likely to be (a) a violation of
▇▇▇▇▇▇▇▇-▇▇▇▇▇, Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism ("USA PATRIOT") Act of 2001 and the
Bank Secrecy Act (collectively, the "AML Acts") and shall comply with the AML
Acts and applicable regulations adopted thereunder (collectively, the
"Applicable AML Laws") or other Federal securities laws applicable to the
Company (the "Applicable Securities Laws") by the Company, or (b) a material
deviation by the Company from the terms of this Agreement governing the services
of such Executive Officer, which (in either case) is not primarily caused by the
failure of such Executive Officer or Citi to meet obligations under applicable
laws and this Agreement. In addition, each Executive Officer shall have
reasonable discretion to resign from his or her position in the event that he or
she determines that he or she has not received sufficient information or
cooperation from the Company or its other service providers (including, without
limitation, Administrator) to appropriately perform his or her duties.
Each Executive Officer may, and the Administrator shall, and shall ensure
that the Company shall, promptly notify Citi of any issue, matter or event that
would be reasonably likely to result in any claim by the Company, the Company's
shareholders or any third party which involves an allegation that any Executive
Officer failed to exercise his or her obligations to the Company in a manner
consistent with applicable laws (including but not limited to any claim that a
Report failed to meet the standards of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and other applicable
laws).
Notwithstanding any provision of this Agreement that expressly or by
implication provides to the contrary, (a) it is expressly agreed and
acknowledged that Citi cannot ensure that the Company complies with the
Applicable AML Laws, the Applicable Securities Laws or ▇▇▇▇▇▇▇▇-▇▇▇▇▇, and (b)
whenever an employee or agent of Citi serves as an Executive Officer of the
Company, as long as such Executive Officer acts in good faith and in a manner
reasonably believed to be in the best interests of the Company (and would not
otherwise be liable to the Company by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his or her office), the Administrator shall, and shall ensure that the Company
shall, indemnify the Executive Officer and Citi and hold the Executive Officer
and Citi harmless from any loss, liability, expenses (including reasonable
attorneys fees) and damages incurred by them arising out of or resulting to the
service of such Employee/Executive Officer as an Executive Officer of the
Company.
23. Notices.
Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such notice
at the following address, or at such other address as such party may from time
to time specify in writing to the other party pursuant to this Section 23:
If to the Company:
Aberdeen Asset Management, Inc.
5 Tower Bridge
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Fund Administration
with a copy to:
Aberdeen Asset Management Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Legal
If to Citi:
Citi Fund Services Ohio, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
with a copy to:
c/o Citigroup Fund Services, LLC
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: Legal Department
24. Assignment.
This Agreement and the rights and duties hereunder shall not be assignable
by either of the parties without the prior written consent of the other party;
provided, however, that either party may assign this Agreement to an affiliate
of such party without the need for such consent. This Section 24 shall not limit
or in any way affect Citi's right to use a third party to perform obligations
pursuant to Section 2 of this Agreement. This Agreement shall be binding upon,
and shall inure to the benefit of, the parties and their respective successors
and permitted assigns.
25. Governing Law.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without regard to New York's conflicts of laws
principles, and the applicable provisions of the Investment Company Act of 1940
(the "1940 Act"). To the extent that the laws of the State of New York conflict
with the applicable provisions of the 1940 Act, the applicable provisions of
1940 Act shall control.
26. Activities of Citi.
The services of Citi rendered to the Company hereunder are not to be deemed
to be exclusive. Citi is free to render such services to others and to have
other businesses and interests. It is understood that trustees, officers,
employees and Shareholders of the Company and/or Fund are or may be or become
interested in Citi, as officers, employees or otherwise and that partners,
officers and employees of Citi and its counsel are or may be or become similarly
interested in the Company and/or Fund, and that Citi may be or become interested
in the Company and/or Fund as a shareholder or otherwise.
27. Miscellaneous.
(a) Paragraph headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(b) This Agreement constitutes the complete agreement of the parties as to
the subject matter covered by this Agreement, and supersedes all prior
negotiations, understandings and agreements bearing upon the subject matter
covered herein.
(c) This Agreement may be executed in counterparts, each of which shall be
an original but all of which, taken together, shall constitute one and the same
agreement.
(d) No amendment to this Agreement shall be valid unless made in writing
and executed by both parties.
(e) 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 this Agreement
did not contain such part, term or provision.
[Signature page follows.]
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed all as of the date first above written.
ABERDEEN ASSET MANAGEMENT, INC.
By: _____________________________
Name:
Title:
CITI FUND SERVICES OHIO, INC.
By: _____________________________
Name:
Title:
SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT BETWEEN
CITI FUND SERVICES OHIO, INC. AND ABERDEEN ASSET
MANAGEMENT, INC.
FUNDS
Aberdeen Global Financial Services Fund
Aberdeen Health Sciences Fund
Aberdeen Natural Resources Fund
Aberdeen Technology and Communications Fund
Aberdeen Hedged Core Equity Fund
Aberdeen Market Neutral Fund
Aberdeen Select Mid Cap Growth Fund
Aberdeen Select Equity Fund
Aberdeen Small Cap Opportunities Fund
Aberdeen Small Cap Fund
Aberdeen Small Cap Growth Fund
Aberdeen Select Small Cap Fund
Aberdeen Small Cap Value Fund
Aberdeen Tax-Free Income Fund
Aberdeen Select Growth Fund
Aberdeen Select Equity Long-Short Fund
Aberdeen China Opportunities Fund
Aberdeen Developing Markets Fund
Aberdeen Global Utilities Fund
Aberdeen International Equity Fund
Aberdeen Select Worldwide Fund
Aberdeen Optimal Allocations Fund:Growth
Aberdeen Optimal Allocations Fund:Moderate Growth
Aberdeen Optimal Allocations Fund:Moderate
Aberdeen Optimal Allocations Fund:Specialty
Aberdeen Optimal Allocations Fund:Defensive
SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT BETWEEN
CITI FUND SERVICES OHIO, INC. AND ABERDEEN
ASSET MANAGEMENT, INC.
ADMINISTRATION SERVICES
1. Calculate contractual Fund expenses and make and control all
disbursements for the Funds, subject to review and approval of an
officer of the Company, Administrator or other authorized person
(designated on the list of authorized persons approved by the Board),
including administration of trustee and vendor fees and compensation
on behalf of the Company, and as appropriate;
2. Prepare, subject to review by counsel to the Company: (i) the annual
update to the Company's registration statement on Form N-1A with
respect to existing Funds, and (ii) other amendments to the Company's
registration statement and supplements to its Prospectus and Statement
of Additional Information, if any, reflecting developments from time
to time with respect to existing funds; and (iii) file the foregoing
with the Securities and Exchange Commission (the "SEC") in
consultation with the Company and counsel to the Company;
3. Coordinate and prepare, with the assistance and approval of
Administrator and the Funds' counsel and officers, drafts of the
annual report to Shareholders; prepare drafts of the certified
semi-annual report for each Fund; prepare and file the final certified
versions thereof on Form N-CSR;
4. Prepare and file the Fund's Form N-SAR and file all required notices
pursuant to Rule 24f-2;
5. Coordinate the printing and distribution of prospectuses, supplements
and proxy materials for meetings of shareholders; and coordinate the
record holder research and tabulation process relating to proxies;
file proxy statements and related solicitation materials with the SEC;
prepare scripts for and attend shareholder meetings and record the
minutes of the meetings;
6. Update as appropriate, and subject to review by counsel to the Company
and the Chief Compliance Officer to the Company, fund-related plans,
policies and procedures or amendments thereto for existing Funds;
7. Provide the Company with assistance with contracts and contract
amendments as necessary for legal and regulatory purposes from time to
time with respect to existing funds, except those pertaining to Citi's
services;
8. Coordinate with the Company's transfer agent with respect to the
payment of dividends and other distributions to Shareholders;
9. Calculate performance data of the Funds for dissemination to up to
fifteen (15) information services covering the investment company
industry or to other parties, as requested and agreed to by Citi;
10. Prepare schedules for use by the Company's auditors in connection with
such auditor's preparation of the Company's tax returns
11. Assist with the layout and printing of prospectuses and assist with
and coordinate layout and printing of the Funds' semi-annual and
annual reports to Shareholders. Legal Services will provide input on
legal matters for shareholder reports (e.g. approval of advisory
contract and reports on shareholder voting results);
12. Financial Administration will assist with the design, development, and
operation of the Funds, including new portfolios or classes,
investment objectives, policies and structure. Legal Services will
provide consultation related to legal and regulatory aspects of the
establishment, maintenance, and liquidation or dissolution of classes
and/or Funds of the Company;
13. Make available appropriate individuals to serve as Secretary and/or
Assistant Secretary of the Company (to serve only in ministerial or
administrative capacities relevant to Citi's services hereunder), upon
designation as such by the Board;
14. Obtain and maintain fidelity bonds and directors and officers/errors
and omissions insurance policies for the Company in accordance with
Rules 17g-1 and 17d-1 under this 1940 Act at the expense of the
Company or the Administrator, and file the fidelity bonds and any
notices with the SEC as required under Rule 17g-1, to the extent such
policies and bonds are approved by the Board;
15. Monitor and advise the Company and its Funds on their regulated
investment company status under the Internal Revenue Code of 1986, as
amended. In connection with the foregoing, prepare and send quarterly
reminder letters related to such status, and prepare quarterly
compliance checklist for use by investment adviser(s) if requested;
16. Maintain corporate records on behalf of the Company, including minute
books, and the Declaration of Trust of the Company and By-Laws of the
Company. Prepare amendments to the Declaration of Trust and By-Laws as
necessary from time to time with respect to existing Funds, subject to
review by counsel; and file the same with the relevant state, if
required;
17. Assist the Company in developing portfolio compliance procedures for
each Fund, and provide daily and periodic compliance monitoring
services incorporating certain of those procedures, which will
include, among other matters, compliance with investment restrictions
imposed by the 1940 Act, each Fund's investment objective, defined
investment policies, and restrictions, tax diversification, and
distribution and income requirements, provided such are determinable
based upon the Fund's accounting records. In connection with the
foregoing, review quarterly compliance reports that are prepared by
the investment adviser(s), if any, and notify appropriate Fund
officers and advisor of ▇▇▇▇-to-market issues pursuant to
Board-approved procedures. Citi will also provide the Board with
quarterly results of compliance reviews;
18. Provide assistance and guidance to the Company with respect to matters
governed by or related to regulatory requirements and developments
including: monitoring regulatory and legislative developments which
may affect the Company, and assisting in strategic planning in
response thereto; assisting the Company and providing on-site
personnel in responding to and providing documents for routine
regulatory examinations or investigations; and coordinating with and
taking instructions from counsel to the Company in response to such
routine or non-routine regulatory matters. The assistance to be
provided with respect to SEC inspections includes (i) rendering advice
regarding proposed responses (ii) compiling data and other information
in response to SEC requests for information and (iii) communicating
with Fund management and portfolio managers to provide status updates.
In addition, Citi will provide appropriate assistance with respect to
audits conducted by the Funds' independent auditors including
compiling data and other information as necessary;
19. Provide administrative services for Board meetings by (i) coordinating
Board book preparation, production and distribution, (ii) subject to
review and approval by the Company and its counsel, preparing Board
agendas, resolutions and minutes, (iii) preparing the relevant
sections of the Board materials required to be prepared or provided by
Citi, (iv) assist with gathering special materials related to annual
contract renewals and approval of fund-related plans, policies and
procedures (v) attending Board meetings and recording the minutes,
(vi) confirming amounts to be paid as Trustees compensation; and (vii)
performing such other Board meeting functions as agreed from time to
time, including the preparation of certain memoranda and presentation
materials that are appropriately within the scope of Citi's duties
hereunder;
20. Furnish advice and recommendations with respect to other aspects of
the business and affairs of the Funds as the Company shall request and
the parties shall agree in writing; and
21. Assist the Company in connection with its obligations under Sections
302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and Rules 30a-2 and Rule
30a-3 under the 1940 Act (collectively, with such other related
regulatory provisions applicable to the Company, "▇▇▇▇▇▇▇▇-▇▇▇▇▇"),
Citi will internally establish and maintain controls and procedures
("Citi internal controls") designed to ensure that information
recorded, processed, summarized, or reported by Citi and its
affiliates on behalf of the Company and included in financial
information certified by the Administrator or officers of the
Administrator or by Company officers ("Certifying Officers") (for
purposes of clarification, it is acknowledged that Citi will not be
providing any Certifying Officers) on Form N-CSR and Form N-Q
("Reports") is (a) recorded, processed, summarized, and reported by
Citi within the time periods specified in the SEC's rules and forms
and corresponding disclosure controls and procedures of the Funds
("Fund DCPs"), and (b) accumulated and communicated to the relevant
Certifying Officers consistent with the Fund DCPs.
If requested by Certifying Officers with respect to a fiscal period
during which Citi serves or served as financial administrator, Citi
will provide a sub-certification consistent with the requirements of
▇▇▇▇▇▇▇▇-▇▇▇▇▇ pertaining to Citi's services, solely for the purpose
of providing a basis of support (as to information which has been
prepared, processed and reported by Citi, and as to Citi internal
controls) for the Certifying Officers to render the certifications
required by ▇▇▇▇▇▇▇▇-▇▇▇▇▇ (or, if applicable with respect to a
Report, inform the Certifying Officers of the reasons why the
statements in such a certification would not be accurate). In
rendering such sub-certifications concerning Company Reports, Citi may
(a) limit its representations to information prepared, processed and
reported by Citi; (b) rely upon and assume the accuracy of the
information provided by officers and other authorized agents of the
Company, including all Other Service Providers to the Company, and
compliance by such officers and agents with the Fund DCPs, including
but not limited to, the Company's investment adviser(s) and custodian;
and (c) assume that the Company has selected the appropriate
accounting policies for the Fund(s).
The Administrator represents, warrants and covenants that
Administrator shall, and shall ensure that the Company shall, assist
and cooperate with Citi (and shall use its best efforts to cause the
Company's officers, investment advisers and other service providers to
assist and cooperate with Citi) to facilitate the delivery of
information requested by Citi in connection with the preparation of
the Company's Form N-CSR and Form N-Q, including Company financial
statements, so that Citi may submit a draft Report to the
Administrator for its review or to the Company's Disclosure Controls
and Procedures Committee ("Fund DCP Committee") prior to the date the
relevant Report is to be filed. The Certifying Officers and the Chief
Legal Officer (if any) of the Company shall be deemed to constitute
the Fund DCP Committee in cases in which no other Fund DCP Committee
has been designated or is operative. In connection with its review and
evaluations, the Administrator and Certifying Officers or Fund DCP
Committee shall establish a schedule to ensure that all required
disclosures in Form N-CSR and in the financial statements for each
Fund are identified and prepared in a timeframe sufficient to allow
review by the Administrator and Certifying Officers or the Fund DCP
Committee before the date the relevant report is to be filed. At the
request of the Company or its Certifying Officers, Citi shall provide
reasonable administrative assistance to the Company in connection with
obtaining service provider sub-certifications, SAS-70 reports on
internal controls, and any applicable representations to bring such
certifications current to the end of the reporting period, and in
preparing summaries of issues raised in such documents.
Administrator represents, warrants and covenants that it shall, and
shall ensure that the Company shall, each in its own capacity, take
all reasonably necessary and appropriate measures to comply with its
and the Company's obligations under ▇▇▇▇▇▇▇▇-▇▇▇▇▇. Without limitation
of the foregoing, except for those obligations which are expressly
delegated to or assumed by Citi in this Agreement, Administrator
covenants that it and the Company shall maintain responsibility for,
and shall support and facilitate the role of each Certifying Officer
and the Fund DCP Committee in, designing and maintaining the Fund DCPs
in accordance with applicable laws, including (a) ensuring that the
Fund DCP Committee and/or Certifying Officers obtain and review
sub-certifications and reports on internal controls from the Company's
investment adviser(s) and other service providers, if any,
sufficiently in advance of the date upon which the relevant financial
statements must be finalized by Citi (in order to print, distribute
and/or file the same hereunder), (b) evaluating of the effectiveness
of the design and operation of the Fund DCP, under the supervision,
and with the participation of, the Certifying Officers, within the
requisite timeframe prior to the filing of each Report, and (c)
ensuring that Certifying Officers render the requisite certifications
or take such other actions as may be permitted or required under
applicable laws.
22. Coordinate gathering of proxy voting information pertaining to proxy
votes on Fund holdings and coordinate the drafting and filing of the
Funds' proxy voting records (as approved by the investment adviser) on
Form N-PX.
23. File holdings reports on Form N-Q as required at the end of the first
and third fiscal quarters of each year.
24. Prepare and distribute Trustee/Officer Questionnaires, review
completed Questionnaires and resolve issues concerning the information
with the Company and counsel.
25. Monitor wash sales, annually.
SCHEDULE C
TO THE MASTER SERVICES AGREEMENT BETWEEN
CITI FUND SERVICES OHIO, INC. AND ABERDEEN
ASSET MANAGEMENT, INC.
FEES
The Company shall pay Citi on the first business day of each month, or as
otherwise set forth below, fees for the sub-administration services set forth in
this Agreement, determined at the annual rates set forth below.
Asset-Based Annual Fee
0.045% of the first $500 million in aggregate net assets of all Funds, plus
0.03% of aggregate net assets of all Funds in excess of $500 million up to
$2 billion; plus
0.015% of the aggregate net assets of all Funds in excess of $2 billion.
The asset-based fees are subject to an annual minimum fee equal to the number of
Funds multiplied by $25,000.
Annual Fee Adjustment
Commencing on the one year anniversary of the Effective Date, Citi may annually
increase the fixed fees and other fees expressed as stated dollar amounts in
this Agreement by up to an amount equal to the greater of: (a) the most recent
annual percentage increase in consumer prices for services as measured by the
United States Consumer Price Index entitled "All Services Less Rent of Shelter"
or a similar index should such index no longer be published, and (b) 5%.
Out of Pocket Expenses and Miscellaneous Charges
The out of pocket expenses and miscellaneous services fees and charges provided
for under this Agreement are not included in the above fees and shall also be
payable to Citi in accordance with the provisions of this Agreement.