INVESTMENT SERVICES AGREEMENT
THIS AGREEMENT made and entered into as of November 27, 1995, by and between
Access Capital Strategies Corp. ("Access Capital"), and Mellon Bank, N.A.
("MBNA").
WHEREAS, certain clients of Access Capital ("Clients") have placed funds under
Access Capital's management for investment in one or more investment vehicles
managed by Access Capital; and
WHEREAS, Access Capital desires to have the Clients' funds invested in liquid
fixed-incomes securities on a temporary basis while Access Capital locates
suitable long term investments for the clients; and
WHEREAS, MBNA is willing and able to assist Access Capital in investing the
Clients' funds in liquid fixed-incomes securities on a temporary basis:
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as follows:
l. MBNA will invest such funds of Access Capital's Clients as Access
Capital may provide to it in MBNA's products ("Products") designated
by Access Capital, subject to the following limitations:
(a) The investment guidelines of the Products are described in
Schedule 1, Part A. MBNA may not change the nature or operation of the Products,
insofar as Access Capital's Clients' funds are invested in it, without the
written approval of Access Capital.
(b) MBNA may use the types of investment vehicles described in
Schedule 1, Part B, in operating the Products for Access Capital's Clients'
funds. MBNA may not use other types of investment vehicles without the written
approval of Access Capital.
(c) The investment vehicles used by MBNA in the operation of the
Products for Access Capital's Client's funds are subject to
the credit standards and limits set out in Schedule 1, Part C.
(d) In effecting transactions involving Access Capital's Client's
funds, MBNA may use such brokers, dealers, or other agents, as
it in its discretion deems advisable, subject to the
limitations set out in Schedule 1, Part D.
(e) MBNA will cause a written confirmation of each transaction
involving Access Capital's Client's funds to be promptly sent to Access Capital
by the broker, dealer or other agent effecting the transaction, or, in the case
of deposits, by the institution maintaining the deposit.
(f) MBNA will prepare monthly and quarterly reports for Access
Capital's Clients as set out in Schedule 2.
(g) Access Capital's Clients, and their trustees or custodians,
will be responsible for determining the custody arrangements
for funds invested pursuant to this Agreement.
(h) Access Capital may change the terms of Schedules 1 and 2 upon
delivery of written notice to MBNA.
(i) MBNA, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Articles of Incorporation, By-
Laws and Registration Statements of the Clients and with the instructions and
directions of the Boards of Directors of the Clients and shall conform to and
comply with the applicable requirements of the 1940 Act and all other applicable
federal and state laws and regulations.
(j) MBNA agrees to preserve for the periods prescribed by Rule
31a-2 of the Securities and Exchange Commission (the "Commission") under the
Investment Company Act of 1940, as amended (the "1940 Act"), any such records
as are required to be maintained by Rule 31a-1(f) of the Commission under the
1940 Act.
2. Access Capital may, at any time, cause its Clients' funds to be
invested in another manner.
3. In exchange for the investment services rendered hereunder by MBNA,
Access Capital shall pay MBNA fees in accordance with the attached Schedule 3.
MBNA shall submit to Access Capital, quarterly, its invoice for fees, costs, and
expenses charged and incurred as contemplated by this Agreement.
4. In the absence of: (a) willful misfeasance, bad faith or gross
negligence on the part of MBNA in the performance of its obligations and duties
hereunder; (b) reckless disregard by MBNA of its obligations and duties
hereunder; or (c) a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 1940 Act), MBNA shall not be subject to any liability whatsoever to Access
Capital, any Client or the shareholders of any Client, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation,
for any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of any Client.
5. The investment advisory services of MBNA hereunder are not to be
deemed exclusive, and MBNA shall be free to render similar services
to others.
6. This Agreement shall be governed and construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts and of the United
States, and shall be binding upon and inure to the benefit of, the successors
and permitted assigns of the parties hereto.
7. This Agreement is personal to Access Capital and MBNA and neither
party may assign any right or delegate any duty hereunder without the
permission of the other party.
8. This Agreement may not be amended except by an agreement in writing
signed by the parties hereto.
9. This Agreement, unless sooner terminated as provided herein, shall
continue until November 27, 1997, and thereafter shall continue automatically
for periods of one year so long as such continuance is specifically approved at
least annually with respect to each Client: (a) by the vote of a majority of
those members of the Board of Directors of each Client who are not "interested
persons" (as defined in the 0000 Xxx) of any party to this Agreement, cast in
person at a meeting called for the purpose of voting such approval; and (b) by
the Board of Director of each Client or by the vote of a majority of the
outstanding voting securities of each Client. As to each Client, this
Agreement may be terminated without penalty (i) by Access Capital upon 60 days'
notice to MBNA, (ii) by any Client's Board of Directors or by vote of the
holders of a majority of such Client's shares upon 60 days' notice to MBNA, or
(iii) by MBNA upon 60 days' notice to MBNA and the Clients. This Agreement
will also terminate automatically, as to the relevant Client, in the event of
its assignment (as defined in the 1940 Act).
10. Any notices required to be given hereunder shall be given to the
parties hereto as follows:
If to Access Capital: Access Capital Strategies Corp.
Xx. Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attn.: Xxxxx X. Sand
Phone: (000) 000-0000
Fax: (000) 000-0000
If to MBNA: Mellon Bank, N.A.
One Mellon Xxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxxx, XX 00000
Attn.: Xxxx X. XxXxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
(or such other addresses as shall be specified in writing by the relevant person
to the other person listed above). Communications shall be mailed, faxed, hand
delivered, or delivered by express courier and shall be effective on receipt
(but if faxed shall subsequently be confirmed by letter).
11. Each party authorizes the other to rely in connection with the
respective rights and obligations under this Agreement upon approvals and other
actions on the parties' behalf by any representative specified in writing, or by
any person designated in substitution or addition by written notice to the
party so replying.
WITNESS the due execution hereof the day and year first above written.
ACCESS CAPITAL STRATEGIES CORP.
Date:____________________________ By:______________________________
MELLON BANK, N.A.
Date:____________________________ By:_______________________________
Investment Services Agreement
Between Access Capital Strategies Corp. and Mellon Bank, N.A.
Schedule 1
Part A: Investment Guidelines for Mellon Bank, N.A. Products
The investment objective for assets managed by Mellon Bank, N.A. will be to
replicate the approximate yield and overall risk characteristics of the Access
Capital Benchmark ("Benchmark"). Mellon Bank, N.A. is not required to
outperform the Benchmark . The Benchmark is comprised of the following indices:
Xxxxxxx Xxxxx Index % of Benchmark
Federal Home Loan Mortgage Corp. PC All Maturities 50%
Federal Agency All Maturities Master 30%
Investment Grade Corporate Master 20%
The investment services provided by Mellon Bank, N.A. will also be subject to
the provisions of the Investment Company Act of 1940, including the regulations
governing the activities of Business Development Companies and Registered
Investment Companies. Mellon Bank, N.A. will not purchase derivative
securities (as defined by the Comptroller of the Currency) or illiquid
securities.
Part B: Investment Instruments
Mellon Bank, N.A. will be permitted to invest in U.S. Government securities,
agency securities (including Mortgage Backed Securities), and corporate issues.
All securities should be U.S. $-pay fixed-income instruments.
Part C: Credit Standards of Investment Instruments
The investment instruments used by Mellon Bank, N.A. will be rated as investment
grade quality at the time of purchase.
Part D: Limitations on Brokers, Dealers, or other Agents used by Mellon Bank,
N.A. when executing the terms of the Investment Services Agreement
Mellon Bank, N.A. may use various brokers, dealers, and other agents at its own
discretion, and no additional limits or restrictions will be placed on their
selection of these service providers for the execution of the Investment
Services Agreement. Investment Services Agreement
Between Access Capital Strategies Corp. and Mellon Bank, N.A.
Schedule 2
The periodic reports provided by Mellon Bank, N.A. will be those it routinely
provides to its clients investing in a similar fashion. Investment Services
Agreement
Between Access Capital Strategies Corp. and Mellon Bank, N.A.
Schedule 3
Mellon Bank will assist Access Capital Strategies Corp. in investing the funds
of Access Capital's clients in accordance with the terms of the accompanying
Investment Services Agreement, as that agreement may be amended from time to
time. As consideration for such services, Access Capital will pay Mellon Bank
fees in accordance with the following schedule:
.0010 of 1% on the first $25,000,000
.0008 of 1% thereafter.
Fees will be payable monthly as an intrabank charge and will be calculated on
the basis of the market value of the managed assets as of the last business day
of the prior month.
Mellon Bank, N.A.
Date: ________________ By:___________________
Xxxx XxXxxx
Senior Vice President
Access Capital Strategies Corp.
Date: ________________ By:___________________
Xxxxx Xxxx
CEO & CIO
