Exhibit 9(a)
FUND ADMINISTRATION AGREEMENT
AGREEMENT made as of March 2, 1998 by and between ▇▇▇▇▇▇▇ Securities Trust,
a business trust organized under the laws of the Commonwealth of Massachusetts
(the "Fund"), and UAM Fund Services, Inc., a Delaware corporation (the
"Administrator").
W I T N E S S E T H:
WHEREAS, the Fund is registered as a diversified, open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to retain the Administrator to provide certain
transfer agent, fund accounting and administration services with respect to the
Fund, and the Administrator is willing to furnish or provide for the furnishing
of 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 the Administrator to provide
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transfer agent, fund accounting and fund administration services to the Fund,
subject to the supervision of the Board of Directors of the Fund (the "Board"),
for the period and on the terms set forth in this Agreement. The Administrator
accepts such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Paragraph 4 of this Agreement. The
Fund presently issues shares of beneficial interest in one or more series each
representing separate interests in a portfolio of investments and cash.
Hereinafter, each such series shall be referred to as a "Portfolio." The term
"Portfolio" as hereinafter used shall be deemed to include not only separate
series of the Fund, but also separate classes of series of the Fund. The Fund
shall notify the Administrator in writing of each additional Portfolio
established by the Fund. Each new Portfolio shall be subject to the provisions
of this Agreement, except to the extent that said provisions (including those
relating to the compensation and expenses payable by the Fund and its
Portfolios) may be modified with respect to such new Portfolio in writing by the
Fund and the Administrator at the time of the addition of such new Portfolio.
2. Delivery of Documents. The Fund will upon request furnish the
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Administrator with copies, properly certified or authenticated, of each of the
following in their most current form:
(a) Resolutions of the Fund's Board authorizing the appointment of the
Administrator to provide certain transfer agency, fund accounting and
administration services to the Fund and approving this Agreement;
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(b) The Fund's First Amended and Restated Master Trust Agreement dated
January 28, 1995, as amended (the "Declaration of Trust");
(c) The Fund's Bylaws ("Bylaws");
(d) The Fund's Notification of Registration of Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's Registration Statement, as amended, on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and the 1940 Act, as
filed with the SEC; and
(f) The Fund's most recent Prospectuses and Statements of Additional
Information and supplements thereto (such Prospectuses and Statements of
Additional Information and supplements thereto, as presently in effect and as
from time to time hereafter amended and supplemented, herein called the
"Prospectuses").
The Fund will furnish the Administrator from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
3. Services Provided by the Administrator. The Administrator will provide
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the following services subject to the control, direction and supervision of the
Board, and in compliance with the objectives, policies and limitations set forth
in the Fund's Registration Statement, Bylaws and applicable laws and
regulations.
(a) General Administration. Unless otherwise provided by the adviser
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to the Fund, the Administrator shall manage, administer and conduct the general
business activities of the Fund other than those which have been contracted to
other third parties by the Fund as of the date hereof. The Administrator shall
provide the personnel and facilities necessary to perform such general business
activities. A detailed description of these services is included in Attachment
A to this Agreement.
(b) Fund Accounting. The Administrator shall provide the following
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accounting services to the Fund: (i) maintenance of the books and records and
accounting controls for the Fund's assets, including records of all securities
transactions; (ii) calculation of the Portfolios' net asset values in accordance
with the Prospectuses and, if requested by the Fund, transmission of the net
asset values to the NASD for publication of prices; (iii) accounting for
dividends, interest and other income received and distributions made by the
Fund; (iv) preparation and filing of the Fund's state and federal tax returns
and Semi-Annual Reports on Form N-SAR; (v) production of transaction data,
financial reports and such other periodic and special reports as the Board may
reasonably request; (vi) the preparation of financial statements for the semi-
annual and annual reports and other shareholder communications; (vii) liaison
with the Fund's independent auditors; and (viii) monitoring and administration
of arrangements with the Fund's
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custodian and depository banks. A complete listing of reports that will be
available to the Fund is included in Attachment B of this Agreement.
(c) Transfer Agent. The Administrator shall:
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(i) Maintain records showing for each Fund shareholder the
following: (A) name, address and tax identifying number; (B) number of shares
held of any Portfolio of the Fund; (C) historical information including
dividends paid and the date and price of all transactions including individual
purchases and redemptions; and (D) any dividend reinvestment order, application,
dividend address and correspondence relating to the current maintenance of the
account.
(ii) Record the issuance of shares of beneficial interest of the
Fund and notify the Fund in case any proposed issue of shares by the Fund shall
result in an over-issue as identified by Section 8-104(2) of the Uniform
Commercial Code and in case any issue would result in such an over-issue, shall
refuse to countersign and issue, and/or credit, said shares. Except as
specifically agreed in writing between the Administrator and the Fund, the
Administrator shall have no obligation when countersigning and issuing and/or
crediting shares, to take cognizance of any other laws relating to the issue and
sale of such shares except insofar as policies and procedures of the Stock
Transfer Association recognize such laws.
(iii) Process all orders for the purchase of shares of the Fund in
accordance with the Fund's current Registration Statement. Upon receipt of any
check or other payment for purchase of shares of the Fund from an investor, it
will: (A) stamp the envelope with the date of receipt; (B) forthwith process the
same for collection; and (C) determine the amounts thereof due the Fund, and
notify the Fund of such determination and deposit, such notification to be given
on a daily basis of the total amounts determined and deposited to the Fund's
custodian bank account during such day. The Administrator shall then credit the
share account of the investor with the number of shares to be purchased
according to the price of the Fund's shares in effect for purchases made on the
date such payment is received by the Administrator, determined as set forth in
the Fund's current Prospectuses, and shall promptly mail a confirmation of said
purchase to the investor, all subject to any instructions which the Fund may
give to the Administrator with respect to the timing or manner of acceptance of
orders for shares relating to payments so received by it.
(iv) Receive and stamp with the date of receipt all requests for
redemptions or repurchase of shares held in certificate or non-certificate form
and shall process redemptions and repurchase requests as follows: (A) if such
certificate or redemption request complies with the applicable standards
approved by the Fund, the Administrator shall on each business day notify the
Fund of the total number of shares presented and covered by such requests
received by the Administrator on such day; (B) on or prior to the seventh
calendar day succeeding any such request for redemption, the Administrator shall
notify the custodian, subject to the instructions from the Fund, to
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transfer monies to such account as designated by the Administrator for such
payment to the redeeming shareholder of the applicable redemption or repurchase
price; (C) if any such certificate or request for redemption or repurchase does
not comply with applicable standards, the Administrator shall promptly notify
the investor of such fact, together with the reason therefor, and shall effect
such redemption at the relevant Portfolio's price next determined after receipt
of documents complying with said standards or at such other time as the Fund
shall so direct.
(v) Acknowledge all correspondence from shareholders relating to
their share accounts and undertake such other shareholder correspondence as may
from time to time be mutually agreed upon.
(vi) Process redemptions, exchanges and transfers of Fund shares
upon telephone instructions from qualified shareholders in accordance with the
procedures set forth in the Fund's current Prospectuses. The Administrator shall
be permitted to act upon the instruction of any person by telephone to redeem,
exchange and/or transfer Fund shares from any account for which such services
have been authorized. The Fund hereby agrees to indemnify and hold the
Administrator harmless against all losses, costs or expenses, including
attorneys' fees and expenses suffered or incurred by the Administrator directly
or indirectly as a result of relying on the telephone instructions of any person
acting on behalf of a shareholder account for which telephone services have been
authorized.
(vii) Transfer on the records of the Fund maintained by it, shares
represented by certificates, as well as issued shares held in non-certificate
form, upon the surrender to it of the certificate or, in the case of non-
certificated shares, comparable transfer documents in proper form for transfer
and, upon cancellation thereof, to countersign and issue new certificates or
other documents of ownership for a like amount of stock and to deliver the same
pursuant to the transfer instructions.
(viii) Supply, at the expense of the Fund, a supply of continuous
form blank stock certificates. Such blank stock certificates shall be properly
signed, manually or by facsimile, as authorized by the Fund, and shall bear the
Fund's corporate seal or facsimile thereof; and notwithstanding the death,
resignation or removal of any officers of the Fund authorized to sign
certificates of stock, the Administrator may, until otherwise directed by the
Fund, continue to countersign certificates which bear the manual or facsimile
signature of such officer.
(ix) Upon the request of a shareholder of the Fund who requests a
certificate representing his shares, countersign and mail by first class mail a
share certificate to the investor at his address as set forth on the transfer
books of the Fund.
(x) In the event that any check or other order for the payment
of money is returned unpaid for any reason, take such steps, including
redepositing said check for collection or returning said check to the investor,
as the Administrator may, at
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its discretion, deem appropriate and notify the Fund of such action, unless the
Fund instructs otherwise. However, the Administrator shall not be liable to the
Fund for any returned checks or other order for the payment of money if it
follows reasonable procedures with respect thereto.
(xi) Prepare, file with the Internal Revenue Service, and mail to
shareholders such returns for reporting payment of dividends and distributions
as are required by applicable laws to be so filed and/or mailed, and the
Administrator shall withhold such sums as are required to be withheld under
applicable Federal income tax laws, rules and regulations.
(xii) Mail proxy statements, proxy cards and other materials and
receive, examine and tabulate returned proxies. The Administrator shall make
interim reports of the status of such tabulation to the Fund upon request, and
shall certify the final results of the tabulation.
(d) Dividend Disbursing. The Administrator shall act as Dividend
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Disbursing Agent for the Fund, and, as such, shall prepare and mail checks or
credit income and capital gain payments to shareholders. The Fund shall advise
the Administrator of the declaration of any dividend or distribution and the
record and payable date thereof at least five (5) days prior to the record date.
The Administrator shall, on or before the payment date of any such dividend or
distribution, notify the Fund's custodian of the estimated amount required to
pay any portion of said dividend or distribution which is payable in cash, and
on or before the payment date of such distribution, the Fund shall instruct its
custodian to make available to the Administrator sufficient funds for the cash
amount to be paid out. If a shareholder is entitled to receive additional
shares by virtue of any such distribution or dividend, appropriate credits will
be made to his account and/or certificates delivered where requested. A
shareholder not electing issuance of certificates will receive a confirmation
from the Administrator indicating the number of shares credited to his account.
(e) Miscellaneous. Unless otherwise provided by the adviser to the
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fund, the Administrator will also:
(i) Provide office facilities (which may be in the offices of
the Administrator or a corporate affiliate of them, but shall be in such
location as the Fund shall reasonably approve) and the services of a principal
financial officer to be appointed by the Fund;
(ii) Furnish statistical and research data, clerical services and
stationery and office supplies;
(iii) Assist in the monitoring of regulatory and legislative
developments which may affect the Fund and, in response to such developments,
counsel
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and assist the Fund in routine regulatory examinations or investigations of the
Fund, and work with outside counsel to the Fund in connection with regulatory
matters or litigation.
(iv) In performing its duties: (A) will act in accordance with
the Fund's Declaration of Trust, Bylaws, Prospectuses and the instructions and
directions of the Board and will conform to, and comply with, except as
otherwise provided herein, the requirements of the 1940 Act and all other
applicable federal or state laws and regulations; and (B) will consult with
outside legal counsel to the Fund, as necessary or appropriate.
(v) Preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by Rule 31a-1 under said Act in
connection with the services required to be performed hereunder. The
Administrator further agrees that all such records which it maintains for the
Fund are the property of the Fund and further agrees to surrender promptly to
the Fund any of such records upon the Fund's request. Upon such request, the
Administrator will surrender such records in a mutually agreeable, electronic
format.
(vi) Upon request, provide a copy of all historical data related
to the Fund in a mutually agreeable electronic format.
(f) The Administrator may, at its expense and discretion, subcontract
with any entity or person concerning the provisions of the services contemplated
hereunder. The Administrator will provide prompt notice of such delegation and
provide copies of such subcontracts to the Fund if so requested by the Fund;
provided, that such subcontract shall not discharge the Administrator from its
obligations hereunder or delegation of duties to another third party.
4. Fees; Expenses; Expense Reimbursement.
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(a) For the services rendered for the Fund pursuant to this Agreement,
the Administrator shall be entitled to an annual fee as outlined in Attachment
C. Such fees are to be computed daily and paid monthly on the first business day
of the following month. Upon any termination of this Agreement before the end of
any month, the fee for such part of the month shall be prorated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
(b) The Administrator will from time to time employ or associate with
such person or persons as may be fit to assist them in the performance of this
Agreement. Such person or persons may be officers and employees who are employed
by both the Administrator and the Fund. The compensation of such person or
persons for such employment shall be paid by the Administrator and no obligation
will be incurred by or on behalf of the Fund in such respect.
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(c) The Administrator will bear all expenses in connection with the
performance of its services under this Agreement except as otherwise expressly
provided herein. Other expenses to be incurred in the operation of the Fund
will be borne by the Fund or other parties, including taxes, interest, brokerage
fees and commissions, if any, salaries and fees of officers and members of the
Board who are not officers, directors, shareholders or employees of the
Administrator, or the Fund's investment adviser or distributor, SEC fees and
state Blue Sky fees, ▇▇▇▇▇ filing fees, processing services and related fees,
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, costs of maintenance of
corporate existence, typesetting and printing of prospectuses for regulatory
purposes and for distribution to current shareholders of the Fund, printing and
production costs of shareholders' reports and corporate meetings, cost and
expenses of Fund stationery and forms; costs of special telephone and data lines
and devices; trade association dues and expenses; and any extraordinary expenses
and other customary Fund expenses; provided, however, that, except as provided
in any distribution plan adopted by the Fund, the Fund will not bear, directly
or indirectly, the cost of any activity which is primarily intended to result in
the distribution of shares of the Fund. In addition, the Administrator may
utilize one or more independent pricing services, approved from time to time by
the Board, to obtain securities prices in connection with determining the net
asset values of the Fund, and the Fund will reimburse the Administrator for its
share of the cost of such services based upon its actual use of the services for
the benefit of the Fund.
5. Proprietary and Confidential Information. The Administrator agrees on
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behalf of itself and its employees to treat confidentially and as proprietary,
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and not to use such records and
information for any purpose other than performance of their responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Fund, which approval shall not be unreasonably withheld and may not be
withheld where the Administrator may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund. Waivers of
confidentiality are automatically effective without further action by the
Administrator with respect to Internal Revenue levies, subpoenas and similar
actions, or with respect to any request by the Fund.
6. Duties, Responsibilities and Limitation of Liability.
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(a) In the performance of its duties hereunder, the Administrator shall
be obligated to exercise due care and diligence and to act in good faith in
performing the services provided for under this Agreement. In performing its
services hereunder, the Administrator shall be entitled to rely on any oral or
written instructions, notices or other communications from the Fund and its
custodians, officers and directors, investors, agents, legal counsel and other
service providers which communications the Administrator reasonably believes to
be genuine, valid and authorized.
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(b) Subject to the foregoing, the Administrator 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 resulting from willful misfeasance, bad faith or gross
negligence on the Administrator's part in the performance of its duties or from
reckless disregard by the Administrator of its obligations and duties under this
Agreement. Any person, even though also an officer, director, partner, employee
or agent of the Administrator, who may be or become an officer, director,
partner, employee or agent of the Fund, shall be deemed when rendering services
to the Fund or acting on any business of the Fund (other than services or
business in connection with the Administrator's duties hereunder) to be
rendering such services to or acting solely for the Fund and not as an officer,
director, partner, employee or agent or person under the control or direction of
the Administrator even though paid by the Administrator. In no event shall the
Administrator be liable to the Fund or any other party for special or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits) even if the Administrator has been advised of such loss or
damage and regardless of the form of action.
(c) The Administrator shall not be responsible for, and the Fund shall
indemnify and hold the Administrator harmless from and against, any and all
losses, damages, costs, reasonable attorneys' fees and expenses, payments,
expenses and liabilities, except for a loss or expense resulting from willful
misfeasance, bad faith or gross negligence on the Administrator's part in the
performance of its duties or from reckless disregard by the Administrator of its
obligations and duties under this Agreement, arising out of or attributable to:
(i) All actions of the Administrator or its officers, employers
or agents required to be taken pursuant to this Agreement;
(ii) The reliance on or use by the Administrator or its officers,
employers or agents of information, records, or documents which are received by
the Administrator or its officers, employers or agents and furnished to it or
them by or on behalf of the Fund, and which have been prepared or maintained by
the Fund or its officers, employees or agents;
(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 gross negligence or willful misfeasance;
(iv) The taping or other form of recording of telephone
conversations or other forms of electronic communications with other agents of
the Fund, its investors and shareholders, in accordance with applicable law, or
reliance by the Administrator on telephone or other electronic instructions of
any person acting on behalf
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of a shareholder or shareholder account reasonably believed to be genuine for
which telephone or other electronic services have been authorized; and
(v) The offer or sale of shares 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 resulting from activities,
actions, or omissions by the Fund or its officers, employees, or agents prior to
the effective date of this Agreement.
(d) The Administrator shall indemnify and hold the Fund harmless from
and against any and all losses, damages, costs, charges, reasonable attorneys'
fees and expenses, payments, expenses and liability arising out of or
attributable to the Administrator's refusal or failure to comply with the terms
of this Agreement; the Administrator's breach of any representation or warranty
made by it herein; or the Administrator's lack of good faith, or acts involving
gross negligence, willful misfeasance or reckless disregard of its duties
hereunder.
7. Term. The Administrator will start the provision of the services
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contemplated by this Agreement on the date first hereinabove written (except
that the Administrator shall start the provision of transfer agent services set
forth in Section 3(c) herof on whatever later date the current service provider
ceases to provide such services) and the operative terms of the Agreement will
be effective for a period of not less than one (1) year from such date.
Thereafter, this Agreement shall continue in effect from year to year provided
such continuance is specifically approved at least annually by the Board and by
the Trustees who are not "interested" persons of the Fund, cast n person at a
meeting called for the purpose of voting on such Agreement. This Agreement is
terminable, without penalty, by the Board or by the Administrator, on not less
than ninety (90) days' written notice after the initial one (1) year term.
Except as provided in Section 8 hereof, this Agreement shall automatically
terminate upon its assignment by the Administrator without the prior written
consent of the Fund. Upon termination of this Agreement, the Fund shall pay to
the Administrator such compensation and any reimbursable expenses as may be due
under the terms hereof as of the date of termination or the date that the
provision of services ceases, whichever is later.
8. Non-Assignability. This Agreement shall not be assigned by either of
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the parties hereto without the prior consent in writing of the other party;
provided, however, that the Administrator may in its own discretion and without
limitation or prior consent of the Fund, whenever and on such terms and
conditions as it deems necessary or appropriate, enter into subcontracts,
agreements and understandings with non-affiliated third parties; provided, that
such subcontract, agreement or understanding shall not discharge the
Administrator from its obligations hereunder or delegation of duties to another
third party.
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9. Force Majeure. The Administrator shall not be responsible or liable
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for any failure or delay in performance of its obligations under this Agreement,
any damages, loss of data, or any other loss whatsoever, arising out of or
caused, directly or indirectly, by circumstances beyond its control, including
without limitation, acts of God, earthquakes, fires, floods, wars, civil or
military authority or governmental actions, nor shall any such failure or delay
give the Fund the right to terminate this Agreement, unless such failure or
delay shall result in the Fund's inability to comply with the requirements of
state and federal law. Administrator shall use its best efforts to minimize any
such loss of data or delay by all practicable steps. Administrator further
agrees not to discriminate against the Fund in favor of any other customer of
Administrator in making its computer time and personnel available to input and
process transactions hereunder when such a loss or delay occurs.
10. Use of Name. The Fund and the Administrator agree not to use the
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other's name nor the names of such other's affiliates, designees or assignees in
any prospectus, sales literature or other printed material written in a manner
not previously expressly approved in writing by the other or such other's
affiliates, designees or assignees except where required by the SEC or any state
agency responsible for securities regulation.
11. Notice. Any notice required or permitted hereunder shall be in
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writing to the parties at the following address (or such other address as a
party may specify by notice to the other):
If to the Fund: ▇▇▇▇▇▇▇ Securities Trust
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
If to Administrator: UAM Fund Services, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Notice shall be effective upon receipt if by mail, on the date of
personal delivery (by private messenger, courier service or otherwise) or upon
confirmed receipt of telex or facsimile, whichever occurs first.
12. Waiver. The failure of a party to insist upon strict adherence to
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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 that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
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13. Severability. If any provision of this Agreement is invalid or
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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. Successor and Assigns. The covenants and conditions herein contained
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shall, subject to the provisions as to assignment, apply to and bind the
successors and assigns of the parties hereto.
15. Governing Law. This Agreement shall be governed by Massachusetts law
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including its choice of law provisions.
16. Amendments. This Agreement may be modified or amended from time to
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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.
17. Limitation of Liability. The Declaration of Trust, which is hereby
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referred to and a copy of which is on file with the Secretary of The
Commonwealth of Massachusetts, provides that the name of the Fund means the
Trustees from time to time serving (as Trustees but not personally) under the
Declaration of Trust. It is expressly acknowledged and agreed that the
obligations of the Fund thereunder shall not be binding upon any of the
shareholders, Trustees, officers, employees or agents of the Fund, personally,
but shall bind only the trust property of the Fund, as provided in its
Declaration of Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Fund and signed by an officer of the Fund,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Fund as provided in its Declaration of
Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date indicated above.
▇▇▇▇▇▇▇ SECURITIES TRUST
By:
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Name:
Title:
UAM FUND SERVICES, INC.
By:
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Name:
Title:
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Attachment A
Fund Administration Services
Compliance
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Assist in the training of portfolio managers, management and Fund accountants
concerning compliance manuals and procedures.
Monitor each Portfolio's compliance with investment restrictions (i.e. issuer or
industry diversification, etc.) listed in the current Prospectuses and Statement
of Additional Information. (Frequency - Daily)
Monitor each Portfolio's compliance with the requirements of Internal Revenue
Code (the "Code") Section 851 for qualification as regulated investment
companies. (Frequency - Monthly)
Calculate and recommend dividend and capital gain distributions in accordance
with distribution policies detailed in the Prospectuses. (Frequency -
Determined by Prospectus)
Prepare year-end dividend and capital gain distributions to establish Fund's
status as RIC under Section 4982 of the Code regarding minimum distribution
requirements. Assist in the preparation of Federal Excise Tax Return (Form
8613). (Frequency - Annually)
Monitor investment manager's compliance with Board directives such as "Approved
Issuers Listings for Repurchase Agreements" and provisions of Rule 2a-7 for
money market funds. (Frequency - Daily)
Review investments involving interests in any broker, dealer, underwriter or
investment adviser to ensure continued compliance with Section 12(d)(3) of the
1940 Act. (Frequency - Quarterly)
Monitor the Fund's brokerage allocation and prepare quarterly brokerage
allocation reports for Board meetings (consistent with reporting from the
current service provider).
Monitor the Fund's compliance with state blue sky laws.
Reporting
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Prepare agreed upon management reports and Board materials such as unaudited
financial statements, distribution summaries and deviations of ▇▇▇▇-to-market
valuation and the amortized cost for money market funds.
Report Fund performance to outside services as directed by Fund management.
Prepare and file Fund's Semi-Annual Reports on Form N-SAR with the SEC.
Assist in the preparation of Federal tax returns along with all state and local
tax returns and State Expense Limitation returns, where applicable.
Prepare and coordinate printing of Fund's Semi-Annual and Annual Reports to
shareholders.
File copies of every report to shareholders with the SEC under Rule 30b2-1.
Notify shareholders as to what portion, if any, of the distributions made by the
Fund during the prior fiscal year were exempt-interest dividends under Section
852(b)(5)(A) of the Code.
Provide Form 1099-MISC to persons other than corporations (i.e.,
Trustees/Directors) to whom the Fund paid more than $600 during the year.
Prepare reports relating to the Fund's compliance with respect to Section 851 of
the Code.
Administration
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Serve as officers of the Fund and attend Fund Board meetings.
Prepare Fund portfolio expense projections, establish accruals and review on a
periodic basis.
Calculate expenses based on a percentage of Fund's average daily net assets
(advisory and administrative fees).
Calculate expenses based on actual charges annualized and accrued daily (audit
fees, registration fees, directors' fees, etc.).
For new Portfolios, obtain Employer Identification Number and CUSIP number.
Estimate organization (offering) costs and monitor against actual disbursements.
Provide financial information for Fund proxies and Prospectuses (Expense Table).
Coordinate all communications and data collection with regards to any regulatory
examinations and yearly audit by independent accountants.
Act as liaison to investment advisors concerning new products.
Miscellaneous
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Assist with preparing and filing Rule 24f-2 Notice.
Prepare and maintain all state registrations and exemptions of the Fund's
securities including annual renewals, registering new Portfolios, preparing and
filing sales reports, filing copies of the registration statement and final
prospectus and statement of additional information, and increasing registered
amounts of securities in individual states.
Review and monitor fidelity bond and errors and omissions insurance coverage and
make any related regulatory filings.
Assist with preparation of agenda and Board materials, including materials
relating to contract renewals, for all Board meetings.
Respond to questions from the investment advisors concerning legal questions
relating to investments.
Attachment B
Domestic Fund Accounting Daily Reports
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A) General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B) Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C) Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D) Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E) Other
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
International Fund Accounting Daily Reports
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A) General Ledger
1. Trial Balance Report
2. General Ledger Activity Report
B) Portfolio Reports
1. Portfolio Report by ▇▇▇▇▇▇
▇. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
C) Currency Reports
1. Currency Purchase/Sales Journal
2. Currency Valuation Report
D) Pricing Reports
1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report
E) Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased
3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax
7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax
F) Other
1. Exchange Rate Report
Monthly Fund Accounting Reports
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A) Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
10. SEC Yield Calculation Work Sheet
B) International Reports
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report
Attachment C
Fee Schedule to the Fund Administration Agreement
1. For the general administrative services the Administrator provides
under Sections 3(a) and (e) of the Agreement, the Fund agrees to pay the
Administrator a fee with respect to each class of the Portfolio listed below at
an annual rate of .10% based on the average of the daily net assets of each such
class as determined at the close of business on each day throughout the month:
▇▇▇▇▇▇▇/PRA Institutional Class-▇▇▇▇▇▇▇ Real Estate Fund
Advisor Class-▇▇▇▇▇▇▇ Real Estate Fund
The Advisor Class and any subsequent Classes of the ▇▇▇▇▇▇▇ Real Estate
fund shall be subject to a minimum annual fee of $25,000 per class.
The administrative fee shall be payable monthly in arrears as soon as
practicable after the last day of each month.
2. For the Fund accounting services the Administrator provides under
Section 3(b) of the Agreement, the Fund on behalf of the ▇▇▇▇▇▇▇ Real Estate
Fund, agrees to pay Administrator an annual accounting fee payable monthly in
arrears, which consists of a $75,000 minimum fee, plus 0.02% on total Fund
assets in excess of $100 million. In addition the Administrator will receive a
$25,000 minimum fee for each additional class of the Fund's shares added after
the date hereof.
3. For the transfer agent and dividend disbursing services the
Administrator provides under Sections 3(c) and (d) of the Agreement, the Fund
agrees to pay the Administrator a fee on a monthly basis with respect to each
Class of the ▇▇▇▇▇▇▇ Real Estate Fund listed below equal to 1/12 of the annual
maintenance fee, subject to a minimum fee as listed below, plus out-of-pocket
expenses as follows:
(A) ▇▇▇▇▇▇▇/PRA Institutional Class - Minimum Fee: 1,875 per month
-----------------------------------
(B) Advisor Class - Minimum Fee: $2,250 per month
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Maintenance Fee per Annum
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Type of Trust Account per Account
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Annual, Semi-Annual or Quarterly Dividend $15.00
Monthly Dividend $16.50
Daily Accrual Fund $18.00
Per account fees will be applied to active accounts and zero balance
accounts with no dividend payable. Zero balance account will be purged after
year end tax reporting.
Out of pocket expenses shall be reimbursed by the Fund to the Administrator
or paid directly by the Fund. Such expenses include but are not limited to the
following:
(a) Toll-free lines (if required)
(b) Forms, envelopes, checks, checkbook
(c) Postage (bulk, pre-sort, first-class at current prevailing rates)
(d) Hardware/phone lines for remote terminal(s) (if required)
(e) Microfiche/Microfilm
(f) Wire fee for receipt - $7.50 per wire; disbursement - $12.50
(g) Mailing fee - approximately $45.00 per 1,000 Items
(h) Cost of proxy solicitation, mailing and tabulation (if required)
(i) Certificate issuance - $2.00 per certificate
(j) Record retention storage - $3.50 per cubic foot per month, plus
runner charges
(k) Development/programming cost/special projects - time and material
Ad-hoc report set up $125, plus $.012 per record passed.
Labels - $.12 per label ($75.00 minimum)
(l) ACH transaction charges - charges - $0.25 per transaction
(m) "B" notice mailing - $5.00 per item
(n) Locating lost shareholders in anticipation of escheating - $5.00
per name
(o) Commission and 12b-1 calculations - $.25 per account, per run
(p) Retroactive Record Dates for dividends, proxies, etc.
(q) Conversion expenses - to be determined, time and materials
The following is a list of additional out-of-pocket expenses which shall be
reimbursed by the Fund to the Administrator or paid directly by the Fund. Such
expenses include but are not limited to the following:
National Securities Clearing Corporation (NSCC) Charges
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1. FUND SERV
Participation Fee $50.00 per month
CPU Access $40.00 per month
Transaction Fee $ 0.50 per transaction
2. Networking
Participation Fee $250.00 per month
CPU Access Fee $40.00 per month
Account Fee $ .045 per month on monthly
dividend funds
$.030 per month on all other
dividend funds
3. Commission Settlements
Participation Fee $50.00 per month
Account Fee $ 0.30 per account per month
Access Charges for NSCC
-----------------------
1. FUND/SERV
Base Facility Use Fee $500.00 per month
Transaction Fee $ .25 per Transaction
Plus out-of-pocket expenses for settlements, wire charges, NSCC pick-up
charges, etc.
2. Networking
Base Facility Use Fee $500.00 per month
Matrix Level Charges:
Level 1, 2 or 4 $ .24 per acct/month
▇▇▇▇▇ ▇ $ .06 per acct/month
Master/Omnibus Account $ 7.50 per
purchase/redemption
transaction
Additional Expenses (which may be paid by shareholder):
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Direct ▇▇▇/▇▇▇▇▇ processing $10.00 per account per annum
$ 7.50 new account set-up fee
$ 2.50 per distribution
$10.00 per transfer out
Exchange Fee $ 5.00 per transaction
Payment
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The above will be billed within the first five (5) business days of each
month and will be paid by wire within five (5) business days of receipt.