Exhibit h(3)
FORM OF ADMINISTRATION AGREEMENT
AGREEMENT made as of October 2, 2000 by and between TT International
U.S.A. Master Trust, a trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts
trust company (the "Bank").
WHEREAS, the Fund, a registered investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), consisting of the separate
portfolios listed on Appendix A hereto; and
WHEREAS, the Fund desires to retain the Bank to render certain
administrative services to the Fund and the Bank is willing to render such
services.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Bank to act as Administrator
of the Fund on the terms set forth in this Agreement. The Bank accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided.
2. Delivery of Documents. The Fund has furnished the Bank with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Directors authorizing the
appointment of the Bank to provide certain administrative services to the Fund
and approving this Agreement;
(b) The Fund's declaration of trust filed with the Commonwealth of
Massachusetts on [date] and all amendments thereto (the "Articles");
(c) The Fund's by-laws and all amendments thereto (the "By-Laws");
(d) The Fund's agreements with all other service providers which
include any investment advisory agreements, sub-investment advisory agreements,
custody agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements");
(e) The Fund's most recent Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act, as applicable, and all amendments thereto; and
(f) The Fund's most recent prospectus and statement of additional
information, if any (the "Prospectus"); and
(g) Such other certificates, documents or opinions as may mutually be
deemed necessary or appropriate for the Bank in the proper performance of its
duties hereunder.
The Fund will immediately furnish the Bank with copies of all
amendments of or supplements to the foregoing. Furthermore, the Fund will
notify the Bank as soon as possible of any matter which may materially affect
the performance by the Bank of its services under this Agreement.
<PAGE>
3. Duties of Administrator. Subject to the supervision and direction of
the Board of Directors of the Fund, the Bank, as Administrator, will assist in
conducting various aspects of the Fund's administrative operations and
undertakes to perform the services described in Appendix B hereto. The Bank
may, from time to time, perform additional duties and functions which shall be
set forth in an amendment to such Appendix B executed by both parties. At such
time, the fee schedule included in Appendix C hereto shall be appropriately
amended.
In performing all services under this Agreement, the Bank shall act
in conformity with the Fund's Articles and By-Laws and the 1940 Act, as the
same may be amended from time to time, and the investment objectives,
investment policies and other practices and policies set forth in the Fund's
Registration Statement, as the same may be amended from time to time.
Notwithstanding any item discussed herein, the Bank has no discretion over the
Fund's assets or choice of investments and cannot be held liable for any
problem relating to such investments.
4. Duties of the Fund.
(a) The Fund is solely responsible (through its transfer agent or
otherwise) for (i) providing timely and accurate reports ("Daily Sales
Reports") which will enable the Bank as Administrator to monitor the total
number of shares sold in each state on a daily basis and (ii) identifying any
exempt transactions ("Exempt Transactions") which are to be excluded from the
Daily Sales Reports.
(b) The Fund agrees to make its legal counsel available to the Bank
for instruction with respect to any matter of law arising in connection with
the Bank's duties hereunder, and the Fund further agrees that the Bank shall be
entitled to rely on such instruction without further investigation on the part
of the Bank.
5. Fees and Expenses.
(a) For the services to be rendered and the facilities to be
furnished by the Bank, as provided for in this Agreement, the Fund will
compensate the Bank in accordance with the fee schedule attached as Appendix C
hereto. Such fees do not include out-of-pocket disbursements (as delineated on
the fee schedule or other expenses with the prior approval of the Fund's
management) of the Bank for which the Bank shall be entitled to bill the Fund
separately and for which the Fund shall reimburse the Bank.
(b) The Bank shall not be required to pay any expenses incurred by
the Fund.
6. Limitation of Liability.
(a) The Bank, its directors, officers, employees and agents shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with the performance of its obligations and duties
under this Agreement, except a loss resulting from willful misfeasance, bad
faith or gross negligence in the performance of such obligations and duties, or
by reason of its reckless disregard thereof. The Fund will indemnify the Bank,
its directors, officers, employees and agents against and hold it and them
harmless from any and all losses, claims, damages, liabilities or expenses
(including legal fees and expenses) resulting from any claim, demand, action or
suit (i) arising out of the actions or omissions of the Fund, including, but
not limited to, inaccurate Daily Sales Reports (unless such inaccurate Daily
Sales Report was prepared in a grossly negligent manner by the Bank in its role
as Transfer Agent) and misidentification of Exempt Transactions; (ii) arising
out of the offer or sale of any securities of the Fund in violation of (x) any
requirement under the federal securities laws or regulations, (y) any
requirement under the securities laws or regulations of any state (except as a
result of any grossly negligent failure by the Bank to perform its duties in
relation to compliance with any state securities laws or regulations), or (z)
any stop order or other determination or ruling by any federal or state agency
with respect to the offer or sale of such securities; or (iii) resulting from
the performance of the Bank under this Agreement and not resulting from the
<PAGE>
willful misfeasance, bad faith or gross negligence of the Bank in the
performance of such obligations and duties or by reason of its reckless
disregard thereof.
(b) The Bank may apply to the Fund at any time for instructions and
may consult counsel for the Fund, or its own counsel, and with accountants and
other experts with respect to any matter arising in connection with its duties
hereunder, and the Bank shall not be liable or accountable for any action taken
or omitted by it in good faith in accordance with such instruction, or with the
opinion of such counsel, accountants, or other experts. The Bank shall not be
liable for any act or omission taken or not taken in reliance upon any
document, certificate or instrument which it reasonably believes to be genuine
and to be signed or presented by the proper person or persons. The Bank shall
not be held to have notice of any change of authority of any officers,
employees, or agents of the Fund until receipt of written notice thereof has
been received by the Bank from the Fund.
(c) Neither party shall be liable to the other for any loss, damage,
liability, action, suit, claim, cost or expense arising from any acts of God,
earthquakes, fires, floods, storms or other disturbances of nature, epidemics,
strikes, riots, nationalization, expropriation, currency restrictions, acts of
war, civil war or terrorism, insurrection, nuclear fusion, fission or
radiation, the interruption, loss or malfunction of utilities or transportation
or the unavailability of energy sources or other similar happenings or events
that can not be controlled or contained by such party.
(d) Notwithstanding anything to the contrary in this Agreement, in no
event shall either party be liable to the other or to any third party for lost
profits or lost revenues or any special, consequential, punitive or incidental
damages of any kind whatsoever in connection with this Agreement or any
activities hereunder.
(e) In order that the indemnification provisions contained in this
Article 6 shall apply, upon the assertion of a claim for which a party may be
required to indemnify the other, the party seeking the indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
seeking indemnification shall give the indemnifying party full and complete
authority, information and assistance to defend such claim or proceeding, and
the indemnifying party shall have, at its option, sole control of the defense
of such claim or proceeding and all negotiations for its compromise or
settlement. The party seeking indemnification shall in no case confess any
claim or make any compromise in any case in which the other party may be
required to indemnify it except with the other party's prior written consent,
which consent shall not be unreasonably withheld.
7. Termination of Agreement.
(a) The term of this Agreement shall be three years commencing upon
the date hereof (the "Initial Term"), unless earlier terminated as provided
herein. After the expiration of the Initial Term, the term of this Agreement
shall automatically renew for successive three-year terms (each a "Renewal
Term") unless notice of non-renewal is delivered by the non-renewing party to
the other party no later than ninety days prior to the expiration of the
Initial Term or any Renewal Term, as the case may be.
Either party hereto may terminate this Agreement prior to the
expiration of the Initial Term or any Renewal Term in the event the other party
violates any material provision of this Agreement, provided that the violating
party does not cure such violation within ninety days of receipt of written
notice from the non-violating party of such violation.
If a majority of the Board of the Fund reasonably determines that the
performance of the Bank under this Agreement has been unsatisfactory, written
notice (the "Notice") of such determination setting forth the reasons for such
<PAGE>
determination shall be provided to the Bank. In the event the Bank shall not,
within thirty (30) days thereafter, cure identified deficiencies to the
reasonable satisfaction of the Board, the Fund, with the authorization of the
Board, may terminate this Agreement upon an additional 30 days' notice.
(b) At any time after the termination of this Agreement, the Fund
may, upon written request, have reasonable access to the records of the Bank
relating to its performance of its duties as Administrator.
8. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or the Bank shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.
To the Fund:
TT International Investment Management
Martin House, Martin Lane
London, England EC4R 0DP
Attention: Head of Compliance and Legal
With a copy to:
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
Attention: John Holton
To the Bank:
Investors Bank & Trust Company
200 Clarendon Street, P.O. Box 9130
Boston, MA 02117-9130
Attention: Christopher Smith, Director, Client Management
With a copy to: John E. Henry, General Counsel
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other party.
(c) This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, without regard to its conflict of laws
provisions.
(d) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
9. Confidentiality. All books, records, information and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
<PAGE>
confidential, and shall not be voluntarily disclosed to any other person,
except as may be required in the performance of duties hereunder or as
otherwise required by law. Nothing herein shall prevent the Fund from
disclosing any information contained in the Fund's records as provided by the
Bank hereunder.
10. Use of Name. Neither party hereto shall use the name of the other
party or any of its affiliates in any prospectus, sales literature or other
material relating to such party in a manner not approved by the other party
prior thereto in writing; provided however, that approval shall not be required
for any use of a party's name which merely refers in accurate and factual terms
to the appointment of the Bank hereunder or which is required by the Securities
and Exchange Commission or any state securities authority or any other
appropriate regulatory, governmental or judicial authority; provided further,
that in no event shall such approval be unreasonably withheld or delayed.
11. Limitation of Liability. This Agreement is executed and made by the
Trustees of the Fund not individually but as Trustees under the Fund's
Declaration of Trust and the obligations of this Agreement are not binding upon
any of the Trustees or shareholders of the Fund individually but bind only the
trust estate of the Fund. The Bank agrees that the obligations assumed by the
Fund hereunder shall be limited in all cases to the assets of the Fund and that
the Bank shall not seek satisfaction of any such obligation from the officers,
agents, employees, trustees, or shareholders of the Fund.
12. Several Obligations of the Portfolios. This Agreement is an agreement
entered into between the Bank and the Fund with respect to each Portfolio. With
respect to any obligation of the Fund on behalf of any Portfolio arising out of
this Agreement, the Bank shall look for payment or satisfaction of such
obligation solely to the assets of the Portfolio to which such obligation
relates as though the Bank had separately contracted with the Fund by separate
written instrument with respect to each Portfolio.
13. Existence and Authority Representation. Each party represents and
warrants as follows: (i) such party was duly organized, and legally exists,
under the laws of the jurisdiction in which it was formed; (ii) such party has
full power and authority to enter into, and to perform and observe the terms
and conditions of, this Agreement; (iii) such party has duly executed and
delivered this Agreement; (iv) this Agreement is the valid and binding
obligation of such party enforceable according to its terms, subject to
standard exceptions relating to equitable remedies and laws of bankruptcy and
insolvency; (v) the execution, delivery, and performance of this Agreement by
such party will not violate or conflict with, or result in a default under, any
other agreement or contract to which such party is a party or to which its
assets are subject; and (vi) such party is not required to make any
governmental filings, or to obtain any governmental or other third party
consents or approvals, as a condition to entering into, or performing and
observing the terms of, this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
TT INTERNATIONAL U.S.A. MASTER TRUST
By:_____________________________
Name:
Title:
INVESTORS BANK & TRUST COMPANY
By:______________________________
Name:
Title:
<PAGE>
Appendices
Appendix A................................................ Portfolios
Appendix B................................................ Services
Appendix C................................................ Fee Schedule
<PAGE>
Appendix A
PORTFOLIOS
TT EAFE Portfolio
TT Europe Portfolio
<PAGE>
August 1, 2000
APPENDIX B
INVESTORS BANK & TRUST COMPANY
SUMMARY OF ADMINISTRATION FUNCTIONS
TT INTERNATIONAL
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SUGGESTED FUND AUDITOR OR
INVESTORS BANK & TRUST TT INTERNATIONAL COUNSEL
=================================== =============================== ========================= =========================
Management Reporting
& Treasury Administration
===================================
Monitor portfolio compliance in Perform tests of certain Continuously monitor A/C - Provide
accordance with the current specific portfolio activity portfolio activity and Fund consultation as needed
Prospectus and SAI. designed from provisions of the operations in conjunction on compliance issues.
Fund's Prospectus and SAI. with 1940 Act, Prospectus,
Follow-up on potential SAI and any other applicable
violations. [M/F: Applied at laws and regulations.
Master level for purposes of Monitor testing results and
FREQUENCY: DAILY ease of calculation.] approve resolution of
compliance issues.
Provide compliance summary package. Provide a report of compliance Review report. A/C - Provide
testing results. [M/F: Applied consultation as needed.
FREQUENCY: MONTHLY at same levels as testing is
performed.]
Perform asset diversification Perform asset diversification Continuously monitor A - Provide consultation
testing to establish qualification tests at each tax quarter end. portfolio activity in as needed in establishing
as a RIC. Follow-up on issues. [M/F: conjunction with IRS positions to be taken in
Applied at Master level for requirements. Review test tax treatment of
purposes of ease of calculation.] results and take any particular issues. Review
FREQUENCY: QUARTERLY necessary action. Approve quarter end tests on a
tax positions taken. current basis.
<PAGE>
===================================
Management Reporting
& Treasury Administration (CONT.)
===================================
Perform qualifying income testing Perform qualifying income Continuously monitor A- Consult as needed on
to establish qualification as a RIC. testing (on book basis income, portfolio activity in tax accounting positions
unless material differences are conjunction with IRS to be taken. Review in
anticipated) on quarterly basis requirements. Review test conjunction with year-end
and as may otherwise be results and take any audit.
FREQUENCY: QUARTERLY necessary. Follow-up on necessary action. Approve
issues. [M/F: Applied at Feeder tax positions taken.
level.]
Prepare the Fund's annual expense Prepare preliminary expense Provide asset level
budget. Establish daily accruals. budget. Notify fund accounting projections. Approve
of new accrual rates. [M/F: expense budget.
FREQUENCY: ANNUALLY Applied at all levels.]
Monitor the Fund's expense budget. Monitor actual expenses updating Provide asset level C/A - Provide
budgets/ expense accruals. [M/F: projections quarterly. consultation as
Applied at all levels] Provide vendor information requested.
as necessary. Review
expense analysis and approve
FREQUENCY: QUARTERLY budget revisions.
Receive and coordinate payment of Propose allocations of invoice Approve invoices and
fund expenses. among Funds and obtain allocations of payments.
authorized approval to process Send invoices to IBT in a
FREQUENCY: AS OFTEN AS NECESSARY payment. [M/F: Applied at all timely manner.
levels.]
<PAGE>
===================================
Management Reporting
& Treasury Administration (CONT.)
===================================
Calculate periodic dividend rates to Calculate amounts available for Establish and maintain C - Review dividend
be declared in accordance with distribution. Coordinate review dividend and distribution resolutions in
management guidelines. by management and/or auditors. policies. Approve conjunction with Board
Notify custody and transfer distribution rates per approval.
agent of authorized dividend share and aggregate
rates in accordance with Board amounts. Obtain Board A - Review and concur
approved policy. Report approval when required. with proposed
FREQUENCY: ACCORDING TO DIVIDEND dividends to Board as required. distributions
POLICY [M/F: Applied at Feeder level.]
Calculate total return information on Provide total return Review total return
Funds as defined in the current calculations. [M/F: Applied at information.
Prospectus and SAI. Feeder level.]
FREQUENCY: MONTHLY
Prepare responses to major industry Prepare, coordinate as Identify the services to
questionnaires. necessary, and submit responses which the Funds report.
to the appropriate agency. Provide information as
FREQUENCY: AS OFTEN AS NECESSARY [M/F: Applied at Feeder level.] requested.
Prepare disinterested Summarize amounts paid to Provide social security
director/trustee Form 1099-Misc. directors/trustees during the numbers and current mailing
calendar year. Prepare and mail address for trustees.
Form 1099-Misc. [M/F: Applied Review and approve
FREQUENCY: ANNUALLY at Master and Feeder levels.] information provided for
Form 1099-Misc.
===================================
FINANCIAL REPORTING
===================================
Prepare financial information for Prepare selected portfolio and Review financial
presentation to Fund Management and financial information for information.
Board of Directors. inclusion in board material.
[M/F: Applied at Master and
Feeder levels.]
<PAGE>
FREQUENCY: QUARTERLY
===================================
FINANCIAL REPORTING (CONT.)
===================================
Coordinate the annual audit and Coordinate the creation of Provide past financial A - Perform audit and
semi-annual preparation and printing templates reflecting statements and other issue opinion on annual
of financial statements and notes client-selected standardized information required to financial statements.
with management, fund accounting and appearance and text of financial create templates, including
the fund auditors. statements and footnotes. Draft report style and graphics. A/C - Review reports.
and manage production cycle. Approve format and text as
Coordinate with IBT fund standard. Approve
accounting the electronic production cycle and assist
receipt of portfolio and general in managing to the cycle.
ledger information. Assist in Coordinate review and
resolution of accounting approval by portfolio
issues. Using templates, draft managers of portfolio
financial statements, coordinate listings to be included in
auditor and management review, financial statements.
and clear comments. Coordinate Prepare appropriate
printing of reports and EDGAR management letter and
conversion with outside printer coordinate production of
and filing with the SEC via Management Discussion and
FREQUENCY: ANNUALLY/SEMI-ANNUALLY EDGAR. [M/F: Applied at Master Analysis. Review and
and Feeder levels.] approve entire report. Make
appropriate representations
in conjunction with audit.
<PAGE>
===================================
LEGAL
===================================
Prepare agenda and board materials Maintain annual calendar of Review and approve board C - Review agenda,
for quarterly board meetings. required quarterly and annual materials and board and resolutions, board
approvals. Prepare agenda, committee meeting minutes. material and board and
resolutions and other board committee meeting
materials for quarterly board minutes. Ensure BOD
meetings. Prepare supporting material contains all
information and materials when required information
necessary. Assemble, check and that the BOD must
distribute books in advance of review and/or approve
meeting. Attend board and to perform their duties
committee meetings and prepare as directors.
FREQUENCY: QUARTERLY minutes. [M/F: Applied at
Master and Feeder levels.]
Prepare and file Form N-SAR. Prepare form for filing. Obtain Provide appropriate C - Review initial filing.
any necessary supporting responses. Review and A - Provide annual audit
documents. File with SEC via authorize filing. internal control letter
EDGAR. [M/F: Applied at Master to accompany the annual
and Feeder levels.] filing. Provide annual
FREQUENCY: SEMI-ANNUALLY multi-class report when
applicable.
Prepare amendments to Registration Prepare and coordinate the Review and approve. C - Review and approve
Statement. filing of post-effective filings.
amendments. Coordinate with A/C - Provide consents as
FREQUENCY: ANNUAL UPDATE (INCLUDES outside printers the Edgar appropriate.
UPDATING FINANCIAL HIGHLIGHTS, conversion, filing with the SEC
EXPENSE TABLES, RATIOS) PLUS ONE and printing of prospectus.
ADDITIONAL FILING PER FISCAL YEAR [M/F: Applied at Master and
Feeder levels.]
Prepare Prospectus/SAI supplements. Prepare Prospectus and SAI Review and approve. C - Review and approve
supplements. File with the SEC filings.
via Edgar. Coordinate printing A/C - Provide consents as
of supplements. appropriate.
[M/F: Applied at Master and
FREQUENCY: AS OFTEN AS REQUIRED Feeder levels.]
<PAGE>
=======================================
LEGAL (CONT.)
=======================================
Preparation and filing of 24f-2 Accumulate capital stock Review and approve filing. C - Approve 24f-2 Notice.
Notice. information and draft Form
24f-2. Notice. File approved A - Review informally
Form with SEC via Edgar. when requested
[M/F: Applied at Feeder level.]
FREQUENCY: ANNUALLY
Proxy Material/Shareholder Meetings Prepare drafts of proxy material Review and approve proxy. C - Review and approve
for review, file materials or proxy.
coordinate filing with SEC and
coordinate printing. Assist
proxy solicitation firm and
prepare scripts. Attend meeting
and prepare minutes.
FREQUENCY: AS NEEDED [M/F: Applied at Master and
levels.]
Assist in updating of fidelity bond Make annual filing of fidelity Obtain required fidelity
insurance coverage. bond insurance material with the bond insurance coverage.
SEC. [M/F: Applied at Master Monitor level of fidelity
and Feeder levels.] bond insurance maintained
FREQUENCY: ANNUALLY in accordance with required
coverage.
Respond to regulatory audits. Compile and provide Coordinate with regulatory C - Provide consultation
documentation pursuant to audit auditors to provide as needed.
requests. Assist client in requested documentation
resolution of audit inquiries. and resolutions to
FREQUENCY: AS NEEDED (AT LEAST [M/F: Applied at Master and inquiries.
ANNUALLY) Feeder levels.]
Maintain principal office and provide Maintain principal office and
officers. provide assistant secretaries
and assistant treasurers upon
request.
[M/F: Applied at Master and
FREQUENCY: AS NEEDED Feeder levels.]
<PAGE>
===================================
BLUE SKY
===================================
Maintain effective Blue Sky Maintain records of fund sales Identify states in which C - Provide consultation
notification filings for states in for client designated states via filings are to be made. as needed on Blue Sky
which Fund Management intends to PW Blue2 compliance system. issues.
solicit sales of fund shares. File annual notification renewal Identify exempt transactions
documents and annual sales to transfer agent for C - Provide consultation
reports. appropriate exclusion from on product and
File amendments to increase blue sky reporting. institutional exemptions.
dollar amounts authorized for
sales by funds, based upon
client instruction.
File notifications to states for
new funds and/or classes,
mergers and liquidations.
Provide periodic reports on
state authorization amounts and
sales amounts. Determine state
filing requirements by using CCH
Blue Sky Law Reporter, ICI
FREQUENCY: ON-GOING memoranda and state securities
commission directives (both
written and oral). [M/F:
Applied at Feeder level.]
File amendments to registration File updated registration Inform IBT of filings C - Provide consultation
statement with the applicable state statements, prospectuses, SAIs, prior to SEC filing. as needed on Blue Sky
securities commissions in supplements thereto, and annual filing issues.
coordination with SEC filing. reports to shareholders upon
approval/authorization by
FREQUENCY: ANNUAL UPDATES (INCLUDES client. [M/F: Applied at Feeder
REGISTRATION STATEMENT, pROSPECTUS, level.]
SAI) PLUS ONE ADDITIONAL FILING PER
FISCAL YEAR
<PAGE>
=======================================
TAX
=======================================
Calculate excise tax distributions Calculate required distributions Provide transaction A - Provide consultation
to avoid imposition of excise information as requested. as needed in establishing
tax. Identify Passive Foreign positions to be taken in
- Calculate capital gain net Investment Companies tax treatment of
income and foreign currency (PFICs). Approve tax particular issues.
gain/loss through October 31. accounting positions to be Review and concur with
- Calculate ordinary income taken. Review and approve proposed distributions
and distributions through a all income and distribution per share.
specified cut off date. calculations, including
- Project ordinary income projected income and
from cut off date to dividend shares. Approve
December 31. distribution rates per share
- Ascertain dividend shares. and aggregate amounts.
Identify book-tax accounting Obtain Board approval when
differences. Track required required.
information relating to
accounting differences. [M/F:
Book-tax accounting differences
applied at both Master and
Feeder levels. Distribution
calculations applied at Feeder
level.]
Coordinate review by management
FREQUENCY: ANNUALLY and fund auditors. Notify
custody and transfer agent of
authorized dividend rates in
accordance with Board approved
policy. Report dividends to
Board as required.
Prepare tax returns Prepare excise and RIC tax Review and sign tax A - Review and sign tax
returns. return. return as preparer.
Prepare partnership return for
Master. Prepare excise and RIC
returns for Feeder. Prepare
partners' Schedules K-1"
FREQUENCY: ANNUALLY
<PAGE>
===================================
TAX (CONT.)
===================================
Prepare Form 1099 Obtain yearly distribution Review and approve
information. Calculate 1099 information provided for
reclasses and coordinate with Form 1099.
transfer agent. [M/F: Applied
FREQUENCY: ANNUALLY at Feeder level.]
Prepare other year-end tax-related Obtain yearly income distribution Review and approve
disclosures Information. Calculate disclosures information provided.
(i.e., dividend received deductions,
foreign tax credits, tax-exempt
income, income by jurisdiction)
and coordinate with transfer agent.
[M/F: Applied at Feeder level.]
FREQUENCY: ANNUALLY
Prepare income tax provisions. Calculate investment company Provide transaction A - Provide consultation
taxable income, net tax exempt information as requested. as needed in establishing
interest, net capital gain and Identify Passive Foreign positions to be taken in
spillback dividend requirements. Investment Companies tax treatment of
Identify book-tax accounting (PFICs). Approve tax particular issues.
differences. Track required accounting positions to be Perform review in
information relating to taken. Approve provisions. conjunction with the
accounting differences. [M/F: year-end audit.
Book-tax accounting differences
applied at both Master and
Feeder levels. Distribution
calculations applied at Feeder
level.]
FREQUENCY: ANNUALLY
<PAGE>
REVIEW AND APPROVAL
The attached Summary of Administration Functions has been reviewed and represents the services currently being provided.
-------------------------------------------------------- -------------------------
Signature of Account Manager/ Date
-------------------------------------------------------- -------------------------
Signature of Authorized Client Representative/Date
</TABLE>
<PAGE>
Appendix C
FEE SCHEDULE
TT INTERNATIONAL
MASTER-FEEDER STRUCTURE
FEE SCHEDULE
==============================================================================
CUSTODY, FUND ACCOUNTING, DAILY CALCULATION OF N.A.V., ADMINISTRATION, &
INSTITUTIONAL TRANSFER AGENCY
==============================================================================
FEES AT THE MASTER LEVEL
A. CUSTODY & FUND ACCOUNTING
o The following basis point fee is based on Net Assets:
First $250 Million in Assets 4 BASIS POINTS
Next $250 Million in Assets 3 BASIS POINTS
Above $500 Million in Assets 2 BASIS POINTS
There will be an annual minimum of $50,000.
B. DOMESTIC CUSTODY TRANSACTIONS
o Transaction Fees:
DTC/Fed Book Entry $10.00
Physical Securities $35.00
Options and Futures $18.00
GNMA Securities $40.00
Principal Paydown $ 5.00
Third Party Foreign Exchange $18.00**
Outgoing Wires $ 7.00
Incoming Wires $ 5.00
**Investors Bank does not charge transaction charges for Foreign Exchanges
executed with Investors Bank's Treasury Department.
C. FOREIGN SUBCUSTODIAN FEES
o Incremental basis point and transaction fees will be charged for all
foreign assets for which we are custodian. The asset based fees and
transaction fees vary by country, based upon the attached global
custody fee schedule. Local duties, scrip fees, handling of proxies,
postage, delivery and legal fees and other market charges are
out-of-pocket.
o Investors Bank will require the portfolios to hold all assets at the
subcustodian of our choice.
o Fees for additional markets to be discussed with your client manager.
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D. MUTUAL FUND ADMINISTRATION
o The following basis point fee is based on the average daily net
assets of each portfolio.
First $250 Million in Assets 6 BASIS POINTS
Next $250 Million in Assets 4 BASIS POINTS
Above $500 Million in Assets 3 BASIS POINTS
There will be an annual minimum of $60,000.
o There will be a one-time fee of $3,750 for start-up legal services
relating to the Organizational Board Meeting of the master.
FEES AT THE FEEDER LEVEL
A. FUND ACCOUNTING & CALCULATION OF N.A.V.
There will be a $16,000 charge per feeder.
B. MUTUAL FUND ADMINISTRATION
The following annual fees will apply per feeder:
Tax, Compliance & Financial Reporting $30,000*
Legal Services (Board Support, Registrations, $35,000**
24f-2, Annual Report Review, Fidelity Bond Filing)
There will be a one-time fee of $3,750 for start-up legal services
relating to the Organizational Board Meeting for a feeder.
Blue Sky $100 PER PERMIT
*Due to the limited nature of the Tax, Compliance and Financial
Reporting services that will be provided to the LKCM International
Fund, the annual fee will be $5,000 for that feeder.
**It is assumed that Investors Bank will not provide Legal
Services to the LKCM International Fund.
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C. Institutional Transfer Agency
There will be an annual fee of $25,000 for Transfer Agency Services for
each feeder.
It is assumed Investors Bank will not provide Transfer Agency services
for the LKCM International Fund.
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OUT-OF-POCKET & BALANCE CREDITS
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A. OUT-Of-POCKET
o These charges consist of:
-Third Party Review -Pricing & Verification Services
-Legal Expenses -Customized Reporting
-Printing, Delivery, Postage, Fax -Data Transmissions
-Forms and Supplies -Performance Measurement
-Telecommunication -Printing of Annual Reports
-Financial statement report modification as to style, layout or
format (after initially agreed upon parameters).
-Microfiche
-Ad Hoc Reporting -Additional Mailings or Inserts
-Returned Checks -Tax Preparation (TA)
-Solicitation & Proxy Tabulation -Certificates and Rights Offerings
-Storage Charge -Copy fitting
-Extraordinary Travel Expenses -InvestView
-Customized Statements, Transmissions/Extracts
-Systems Development Costs
B. DOMESTIC BALANCE CREDIT
o We allow use of balance credit against fees (excluding out-of-pocket
charges) for balances arising out of the custody relationship. The
credit is based on collected balances reduced by balances required
to support the activity charges of the accounts. The monthly
earnings allowance is equal to 75% of the 90-day T-bill rate.
C. SYSTEMS
o The details of any systems work will be determined after a thorough
business analysis. Systems work will be billed on a time and material
basis. Investors Bank provides an allowance of 10 systems hours for
data extract set up and reporting extract set up. Additional systems
hours will be billed on a time and material basis.
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MISCELLANEOUS
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A. CASH MANAGEMENT
o The assumption was made that Investors Bank would perform cash
management for the portfolio. Investors Bank does not charge fees
for transactions relating to this service.
** The above fees will be charged against the funds' checking account on the
last day of each month. All fees are to be billed monthly.
** This fee schedule is confidential information of the parties and shall not
be disclosed to any third party without prior written consent of both
parties.
** A letter of intent accompanied by a $10,000 deposit to be credited against
future fees is required to begin this implementation. This fee schedule is
valid for 60 days from date of issue and assumes the execution of our
standard contractual agreements for a minimum of three years. This fee
estimate may change as further information becomes available.
Accepted and Approved By: ______________________________________
Name: ______________________________________
Title: ______________________________________
Date: ______________________________________
