EX-99.H(2) 6 ex99h2.txt ADMINISTRATION AGREEMENT Exhibit h(2) 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. 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 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 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 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] 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: /s/ David Burnett ---------------------------- Name: David Burnett Title: Trustee, President INVESTORS BANK & TRUST COMPANY By: /s/ Andrew M. Nesvet ---------------------------- Name: Andrew M. Nesvet Title: Senior Director Appendices Appendix A........................................Portfolios Appendix B........................................Services Appendix C........................................Fee Schedule Appendix A PORTFOLIOS TT EAFE Portfolio TT Europe Portfolio INVESTORS BANK & TRUST SUMMARY OF ADMINISTRATION FUNCTIONS TT INTERNATIONAL MASTER AND FEEDER
SUGGESTED FUND AUDITOR INVESTORS BANK & TRUST TT INTERNATIONAL OR 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 on Prospectus and SAI. designed from provisions of the operations in conjunction compliance issues. Fund's Prospectus and SAI in with 1940 Act, Prospectus, accordance with the compliance SAI and any other applicable schedule for the Fund. laws and regulations. Follow-up on potential Monitor testing results and FREQUENCY: DAILY violations. [M/F: Applied at approve resolution of Master level for purposes of compliance issues. ease of calculation.] Provide compliance summary package. Provide a daily report of Review report. A/C - Provide compliance testing results to TT consultation as needed. FREQUENCY: MONTHLY International (including information on diversification testing for SEC purposes.) [M/F: Applied 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. IBT will conjunction with IRS positions to be taken in forward to TT International and requirements. Review test tax treatment of PWC the quarterly calculation by results and take any particular issues. Review 8th business day following each necessary action. Approve quarter end tests on a FREQUENCY: QUARTERLY quarter end. [M/F: Applied at tax positions taken. current basis. Master level for purposes of ease of calculation.] ------------------------------------ Management Reporting & Treasury Administration (CONT.) ------------------------------------ Perform qualifying income testing to Perform qualifying income Continuously monitor A- Consult as needed on 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. IBT will forward necessary action. Approve the quarterly calculation to TT tax positions taken. International and PWC by 8th business day. Follow-up on issues. [M/F: Applied at Feeder 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, subject to FREQUENCY: ANNUALLY Applied at all levels.] Trustee approval. Monitor the Fund's expense budget. Monitor actual expenses updating Provide asset level C/A - Provide budgets/ expense accruals. IBT projections quarterly. consultation as in consultation with TT will Provide vendor information requested. adjust more often if necessary. as necessary. Review [M/F: Applied at all levels] expense analysis and approve FREQUENCY: QUARTERLY & MONTHLY AS budget revisions. NECESSARY Receive and coordinate payment of Propose allocations of invoice Approve invoices and fund expenses. among Funds and obtain allocations of payments. TT authorized approval to process will instruct Vendors to FREQUENCY: AS OFTEN AS NECESSARY payment. [M/F: Applied at all send invoices to both TT and levels.] IBT. ------------------------------------ Management Reporting & Treasury Administration (CONT.) ------------------------------------ Calculate periodic dividend rates to Calculate amounts available for TT will review and concur C - Review dividend be declared in accordance with distribution in accordance with with proposed calculations resolutions in management guidelines. the dividend policy established in accordance with the conjunction with Board by the Trustees. Coordinate dividend policy established approval. review by management and/or by the Trustees. auditors. Notify custodian and A - Review and concur transfer agent of authorized with proposed FREQUENCY: ACCORDING TO DIVIDEND dividend rates in accordance distributions in POLICY with Board approved policy. accordance with the Report dividends to Board as dividend policy required. [M/F: Applied at established by the Feeder level.] Trustees. Calculate total return information Provide total return Review total return A - To test annual total on Funds as defined in the current calculations. [M/F: Applied at information. return information in Prospectus and SAI. Feeder level.] financial highlights as part of year-end audit. 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 FREQUENCY: QUARTERLY Feeder levels.] 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. ----------------------------------- 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 and any Trustee material contains all Committee meetings. Prepare required information that supporting information and the BOD must review materials when necessary. and/or approve to perform Assemble, check and distribute their duties as directors. books in advance of meeting. A - Provide reports to FREQUENCY: QUARTERLY Attend board and committee the Trustees Committee meetings and prepare minutes. regarding audits. [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. FREQUENCY: SEMI-ANNUALLY 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 A - Review and comment as EXPENSE TABLES, RATIOS) PLUS ONE and printing of prospectus. needed. 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 A - Review and comment as FREQUENCY: AS OFTEN AS REQUIRED Feeder levels.] needed. ----------------------------------- LEGAL (CONT.) ----------------------------------- Preparation and filing of 24f-2 Accumulate capital stock Review and approve filing. C - Review initial form Notice. information and draft Form (Based on information to be of 24f-2 Notice. 24f-2. Notice. File approved provided by transfer agent.) Form with SEC via Edgar. A - Review informally [M/F: Applied at Feeder level.] when requested 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. Provide A - Review and approve names of recommended proxy proxy as needed. solicitation firms. Assist proxy solicitation firm with FREQUENCY: AS NEEDED any legal related issues and prepare scripts. Attend meeting and prepare minutes. [M/F: Applied at Master and Feeder 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 and resolution of audit inquiries. resolutions to inquiries. FREQUENCY: AS NEEDED (AT LEAST [M/F: Applied at Master and ANNUALLY) Feeder levels.] ---------------------------------- LEGAL (CONT.) ---------------------------------- Maintain principal office and Maintain principal office of the provide officers. Master and Feeder and keep documents prepared by the IBT mfa - legal dep't. in connection with its duties herein on behalf FREQUENCY: AS NEEDED of the Master and Feeder and other legal records prepared by persons (other than at IBT) and forwarded to Ms. Grossberg or Terry Forrest or a person designated by IBT to receive such records (except records prepared or maintained by TT International in its capacity as investment manager of the Funds) address correspondence for the Funds delivered to their principal office, forward forthwith to TT and Counsel any legal process or regulatory communications delivered to the Funds at their principal office, and provide assistant secretaries and assistant treasurers upon request. [M/F: Applied at Master and Feeder levels.] ---------------------------------- 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 Blue2 compliance system. File issues. solicit sales of fund shares. annual notification renewal Upon notice from IBT that documents and annual sales sales in a particular state C - Provide consultation reports. exceed the dollar amount on product and Notify TT International if sales registered in the state, institutional exemptions. are at 80% or more of the dollar identify exempt transactions amount registered in a to transfer agent for particular state. appropriate exclusion from File amendments to increase blue sky reporting. 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 FREQUENCY: ON-GOING state authorization amounts and sales amounts. Determine state filing requirements by using CCH Blue Sky Law Reporter, ICI 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 prior C - Provide consultation statement with the applicable state statements, prospectuses, SAIs, to SEC filing if such filing as needed on Blue Sky securities commissions in supplements thereto, and annual is not made by IBT. 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 ---------------------------------- 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 in Identify book-tax accounting accordance with the differences. Track required distribution policies information relating to established by the Trustees. 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 return. A - Review and sign tax returns. return as preparer. Prepare partnership return for Master. Prepare excise and RIC returns for Feeder. Prepare partners' Schedules K-1. FREQUENCY: ANNUALLY ---------------------------------- 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 Review and approve disclosures distribution information. information provided. Calculatedisclosures (i.e., dividend received deductions, foreign tax credits, tax-exempt FREQUENCY: ANNUALLY income, income by jurisdiction) and coordinate with transfer agent. [M/F: Applied at Feeder level.] 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 FREQUENCY: ANNUALLY calculations applied at Feeder level.]
REVIEW AND APPROVAL The attached Summary of Administration Functions has been reviewed and represents the services currently being provided. /s/ Andrew M. Nesvet ---------------------------------------------- Signature of Account Manager/Date /s/ David Burnett 2/10/00 ------------------------------------------------------------------ Signature of Authorized Client Representative/ Date 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. D. MUTUAL FUND ADMINISTRATION o The following basis point fee is based on the 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 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 $10,000 for that feeder. **It is assumed that Investors Bank will not provide Legal Services to the LKCM International Fund. 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. =============================================================================== OUT-OF-POCKET & BALANCE CREDITS =============================================================================== 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. ============================================================================== MISCELLANEOUS ============================================================================== 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: /s/ David Burnett ------------------------------ Name: David Burnett Title: Trustee, President Date: October 2, 2000