MUTUAL FUNDS SERVICE AGREEMENT
o FUND ADMINISTRATION SERVICES
o FUND ACCOUNTING SERVICES
o TRANSFER AGENCY SERVICES
XXXXXXXX NORTH AMERICAN EQUITY FUND
_______________, 2003
MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
------- ----
1. Appointment...................................................... 1
2. Representations and Warranties................................... 1
3. Delivery of Documents............................................ 3
4. Services Provided................................................ 3
5. Fees and Expenses................................................ 4
6. Limitation of Liability and Indemnification...................... 6
7. Term............................................................. 9
8. Notices.......................................................... 9
9. Waiver........................................................... 10
10. Force Majeure.................................................... 10
11. Amendments....................................................... 10
12. Severability..................................................... 10
13. Governing Law.................................................... 10
Signatures............................................................... 11
MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS (CONTINUED)
PAGE
----
Schedule A -- Fees and Expenses........................................ A-1
Schedule B -- Fund Administration Services Description................. B-1
Schedule C -- Fund Accounting Services Description..................... C-1
Schedule D -- Transfer Agency Services Description..................... D-1
MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of _______________, 2003 by and between ________________
_____________ (the "Fund"), a ___________________ [corporation, business trust,
etc.] and X.X. XXXXXX INVESTOR SERVICES CO. ("X.X. Xxxxxx"), a Delaware
corporation.
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to contract with X.X. Xxxxxx to provide certain
services with respect to the Fund;
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 X.X. Xxxxxx to provide services
for the Fund, as described hereinafter, subject to the supervision of the Board
of Directors [Trustees] of the Fund (the "Board"), for the period and on the
terms set forth in this Agreement. X.X. Xxxxxx accepts such appointment and
agrees to furnish the services herein set forth in return for the compensation
as provided in Section 5 of and Schedule A to this Agreement.
2. REPRESENTATIONS AND WARRANTIES.
(a) X.X. Xxxxxx represents and warrants to the Fund that:
(i) X.X. Xxxxxx is a corporation, duly organized
and existing under the laws of the State of Delaware;
(ii) X.X. Xxxxxx is duly qualified to carry on its business in
the Commonwealth of Massachusetts;
(iii) X.X. Xxxxxx is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into and perform this
Agreement;
(iv) all requisite corporate proceedings have been taken to
authorize X.X. Xxxxxx to enter into and perform this Agreement;
(v) X.X. Xxxxxx has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its
duties and obligations hereunder;
1
(vi) no legal or administrative proceedings have been instituted
or threatened which would impair X.X. Xxxxxx'x ability to perform its
duties and obligations under this Agreement; and
(vii) X.X. Xxxxxx'x entrance into this Agreement shall not cause
a material breach or be in material conflict with any other agreement
or obligation of X.X. Xxxxxx or any law or regulation applicable to
X.X. Xxxxxx;
(b) The Fund represents and warrants to X.X. Xxxxxx that:
(i) the Fund is a ___________ corporation [business trust], duly
organized
and existing and in good standing under the laws of ____________;
(ii) the Fund is empowered under applicable laws and by its
Charter Document and By-Laws to enter into and perform this Agreement;
(iii) all requisite proceedings have been taken to authorize the
Fund to enter into and perform this Agreement;
(iv) the Fund is an investment company properly registered under
the 1940 Act;
(v) a registration statement under the Securities Act of 1933, as
amended ("1933 Act") and the 1940 Act on Form N-1A has been filed and
will be effective and will remain effective during the term of this
Agreement, and all necessary filings under the laws of the states will
have been made and will be current during the term of this Agreement;
(vi) no legal or administrative proceedings have been instituted
or threatened which would impair the Fund's ability to perform its
duties and obligations under this Agreement;
(vii) the Fund's registration statements comply in all material
respects with the 1933 Act and the 1940 Act (including the rules and
regulations thereunder) and none of the Fund's prospectuses and/or
statements of additional information contain any untrue statement of
material fact or omit to state a material fact necessary to make the
statements therein not misleading; and
(viii) the Fund's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of the Fund or any law or regulation applicable to it.
2
3. DELIVERY OF DOCUMENTS. The Fund will promptly furnish to X.X. Xxxxxx
such copies, properly certified or authenticated, of contracts, documents and
other related information that X.X. Xxxxxx may request or requires to properly
discharge its duties. Such documents may include but are not limited to the
following:
(a) Resolutions of the Board authorizing the appointment of X.X.
Xxxxxx to provide certain services to the Fund and approving this
Agreement;
(b) The Fund's Charter Document;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as amended,
on Form N-1A (the "Registration Statement") under the 1933 Act and the 1940
Act, as filed with the SEC;
(f) Copies of the Investment Advisory Agreement between the Fund and
its investment adviser (the "Advisory Agreement");
(g) Opinions of counsel and auditors' reports;
(h) The Fund's prospectus(es) and statement(s) of additional
information relating to all funds, series, portfolios and classes, as
applicable, and all amendments and supplements thereto (such Prospectus(es)
and Statement(s) of Additional Information and supplements thereto, as
presently in effect and as from time to time hereafter amended and
supplemented, herein called the "Prospectuses"); and
(i) Such other agreements as the Fund may enter into from time to time
including securities lending agreements, futures and commodities account
agreements, brokerage agreements and options agreements.
4. SERVICES PROVIDED.
(a) X.X. Xxxxxx will provide 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, Charter Document and By-Laws; applicable U.S. laws and
regulations; and all resolutions and policies implemented by the Board, of
which X.X. Xxxxxx has been notified by the Fund:
(i) Fund Administration, serving as sub-administrator subject to
the oversight and control of Xxxxxxxx Fund Advisors, Inc., the Fund's
Administrator,
3
(ii) Fund Accounting, and
(iii) Transfer Agency.
A detailed description of each of the above services is contained in
Schedules B, C and D, respectively, to this Agreement.
(b) X.X. Xxxxxx will also:
(i) provide office facilities with respect to the provision of
the services contemplated herein (which may be in the offices of X.X.
Xxxxxx or a corporate affiliate of X.X. Xxxxxx);
(ii) provide the services of individuals to serve as officers of
the Fund who will be designated by X.X. Xxxxxx and elected by the
Board subject to reasonable Board approval;
(iii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;
(iv) furnish equipment and other materials, which are necessary
or desirable for provision of the services contemplated herein; and
(v) keep records relating to the services provided hereunder in
such form and manner as X.X. Xxxxxx may xxxx appropriate or advisable.
To the extent required by Section 31 of the 1940 Act and the rules
thereunder, X.X. Xxxxxx agrees that all such records prepared or
maintained by X.X. Xxxxxx relating to the services provided hereunder
are the property of the Fund and will be preserved for the periods
prescribed under Rule 31a-2 under the 1940 Act, maintained at the
Fund's expense, and made available in accordance with such Section and
rules.
5. FEES AND EXPENSES.
(a) As compensation for the services rendered to the Fund pursuant to
this Agreement the Fund shall pay X.X. Xxxxxx monthly fees determined as
set forth in Schedule A to this Agreement. Such fees are to be billed
monthly and shall be due and payable upon receipt of the invoice. Upon any
termination of the provision of services under this Agreement before the
end of any month, the fee for the part of the month before such termination
shall be prorated according to the proportion which such part bears to the
full monthly period and shall be payable upon the date of such termination.
4
(b) For the purpose of determining fees calculated as a function of
the Fund's assets, the value of the Fund's assets and net assets shall be
computed as required by its currently effective Prospectus, generally
accepted accounting principles, and resolutions of the Board.
(c) The Fund may request additional services, additional processing,
or special reports, with such specifications and requirements documentation
as may be reasonably required by X.X. Xxxxxx. In addition, significant
regulatory and legal changes and changes in the Fund's status may
necessitate additional services, processing or reports. In either instance,
if X.X. Xxxxxx elects to provide such services or arrange for their
provision, it shall be entitled to additional fees and expenses at its
customary rates and charges.
(d) X.X. Xxxxxx will bear its own expenses in connection with the
performance of the services under this Agreement except as provided herein
or as agreed to by the parties. The Fund agrees to promptly reimburse X.X.
Xxxxxx for any services, equipment or supplies ordered by or for the Fund
through X.X. Xxxxxx and for any other expenses that X.X. Xxxxxx may incur
on the Fund's behalf at the Fund's request or as consented to by the Fund.
Such other expenses to be incurred in the operation of the Fund and to be
borne by the Fund, include, but are not limited to: taxes; interest;
brokerage fees and commissions; salaries and fees of officers and directors
[trustees] who are not officers, directors, shareholders or employees of
X.X. Xxxxxx, or the Fund's investment adviser or distributor; SEC and state
Blue Sky registration and qualification fees, levies, fines and other
charges; XXXXX filing fees, processing services and related fees; postage
and mailing costs; costs of share certificates; 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; consulting fees; customary bank charges and fees;
costs of maintenance of corporate [or trust] existence; expenses of
typesetting and printing of Prospectuses for regulatory purposes and for
distribution to current shareholders of the Fund (the Fund's distributor to
bear the expense of all other printing, production, and distribution of
Prospectuses, and marketing materials); expenses of printing and production
costs of shareholders' reports and proxy statements and materials; expenses
of proxy solicitation, proxy tabulation and annual meetings; costs and
expenses of Fund stationery and forms; costs and expenses of special
telephone and data lines and devices; costs associated with corporate [or
trust], shareholder, and Board meetings; trade association dues and
expenses; reprocessing costs to X.X. Xxxxxx caused by third party errors;
copying charges; overtime work when necessitated by
5
unusual client requests; microfilm and storage, audio response unit costs;
corporate action services; service termination and conversion costs; any
expenses necessitated by regulatory or legal changes; and any extraordinary
expenses and other customary Fund expenses. In addition, X.X. Xxxxxx may
utilize one or more independent pricing services to obtain securities
prices and to act as backup to the primary pricing services designated by
the Fund, in connection with determining the net asset values of the Fund.
The Fund will reimburse X.X. Xxxxxx for the Fund's share of the cost of
such services based upon the actual usage, or a pro-rata estimate of the
use, of the services for the benefit of the Fund.
(e) All fees, out-of-pocket expenses, or additional charges of X.X.
Xxxxxx shall be billed on a monthly basis and shall be due and payable upon
receipt of the invoice.
(f) X.X. Xxxxxx will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for
such month. Charges remaining unpaid after thirty (30) days shall bear
interest in finance charges equivalent to, in the aggregate, the Prime Rate
(as determined by X.X. Xxxxxx) plus two percent per year and all costs and
expenses of effecting collection of any such sums, including reasonable
attorney's fees, shall be paid by the Fund to X.X. Xxxxxx.
(g) In the event that the Fund is more than sixty (60) days delinquent
in its payments of monthly xxxxxxxx in connection with this Agreement (with
the exception of specific amounts which may be contested in good faith by
the Fund), this Agreement may be terminated upon thirty (30) days' written
notice to the Fund by X.X. Xxxxxx. The Fund must notify X.X. Xxxxxx in
writing of any contested amounts within thirty (30) days of receipt of a
billing for such amounts. Disputed amounts are not due and payable while
they are being investigated.
6. LIMITATION OF LIABILITY AND INDEMNIFICATION.
(a) X.X. Xxxxxx shall not be liable for any error of judgment or
mistake of law or for any loss or expense suffered by the Fund or third
parties, in connection with the matters to which this Agreement relates,
except for a loss or expense solely caused by or resulting from X.X.
Xxxxxx'x xxxxx negligence or willful misconduct.
(b) X.X. Xxxxxx shall not be responsible for, and the Fund shall
indemnify and hold X.X. Xxxxxx and its directors, officers, agents and
employees (collectively the "Indemnitees") harmless from and against any
and all claims, liabilities, losses, damages, fines, penalties and
expenses, including out-of-pocket and incidental expenses and legal fees
("Losses") that may be
6
imposed on, incurred by, or asserted against, the Indemnitees or any of
them in the performance of its/their duties hereunder, including but not
limited to those arising out of or attributable to:
(i) any and all actions of the Indemnitees required to be taken
pursuant to this Agreement;
(ii) the reliance on or use by the Indemnitees of information,
records, or documents which are received by the Indemnitees and
furnished to it or them by or on behalf of the Fund, and which have
been prepared or maintained by the Fund or any third party on behalf
of the Fund;
(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 negligence or willful misfeasance;
(iv) the breach of any representation or warranty of the Fund
hereunder;
(v) the taping or other form of recording of telephone
conversations or other forms of electronic communications with
investors and shareholders, or reliance by the Indemnitees on
telephone or other electronic instructions of any person acting on
behalf of a shareholder or shareholder account for which telephone or
other electronic services have been authorized;
(vi) following any instructions or other directions reasonably
believed to be requests of the Fund or otherwise duly authorized, and
upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of
this Agreement;
(vii) the recognition and processing by X.X. Xxxxxx of any share
certificates which are reasonably believed to bear the proper
signatures of the officers of the Fund and the proper countersignature
of any transfer agent or registrar of the Fund;
(viii) any delays, inaccuracies, errors in or omissions from
information or data provided to X.X. Xxxxxx by the Fund, its
investment advisers and/or sub-advisers, and providers of other
services such as data services, corporate action services, pricing
services or securities brokerage;
(ix) 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 (1) resulting from activities,
7
actions, or omissions by the Fund or its other service providers and
agents, or (2) existing or arising out of activities, actions or
omissions by or on behalf of the Fund prior to the effective date of
this Agreement;
(x) any failure of the Fund's registration statement to comply
with the 1933 Act and the 1940 Act (including the rules and
regulations thereunder) and any other applicable laws, or any untrue
statement of a material fact or omission of a material fact necessary
to make any statement therein not misleading in a Fund's prospectus;
(xi) the actions taken by the Fund, its investment adviser and/or
sub-advisers, and its distributor in compliance with applicable
securities, tax, commodities and other laws, rules and regulations, or
the failure to so comply; and
(xii) all actions, inactions, omissions, or errors caused by
third parties to whom the Fund or the Indemnitees have assigned any
rights and/or delegated any duties under this Agreement at the request
of or as required by the Fund, its investment advisers, distributor,
administrator or sponsor.
(c) In addition to and not in limitation of paragraph (b) immediately
above, the Fund also agrees to indemnify and hold the Indemnitees and each
of them harmless from and against any and all Losses that may be imposed
on, incurred by, or asserted against, the Indemnitees or any of them in
connection with or arising out of X.X. Xxxxxx'x performance under this
Agreement, provided the Indemnitees have not acted with gross negligence or
engaged in willful misconduct.
(d) In performing its services hereunder, X.X. Xxxxxx shall be
entitled to rely on any oral or written instructions, notices or other
communications, including electronic transmissions, from the Fund and its
custodians, officers and directors, investment advisers and sub-advisers,
investors, agents and other service providers which X.X. Xxxxxx reasonably
believes to be genuine, valid and authorized. X.X. Xxxxxx shall also be
entitled to consult with and rely on the advice and opinions of outside
legal counsel and public accountants retained by the Fund, as necessary or
appropriate.
(e) Anything in this agreement to the contrary notwithstanding, in no
event shall X.X. Xxxxxx be liable for any indirect, incidental, special or
consequential losses or damages of any kind whatsoever (including but not
limited to lost profits), even if X.X. Xxxxxx has been advised of the
likelihood of such loss or damage and regardless of the form of action in
which any
8
such loss or damage may be claimed. This provision shall survive the
termination of this Agreement.
7. TERM. This Agreement shall become effective on the date first
hereinabove written and may be modified or amended from time to time by mutual
agreement between the parties hereto. The Agreement shall continue in effect
unless terminated by either party on 180 days' prior written notice. Upon
termination of this Agreement, the Fund shall pay to X.X. Xxxxxx such
compensation and any out-of-pocket or other reimbursable expenses which may
become due or payable under the terms hereof as of the date of termination or
after the date that the provision of services ceases, whichever is later. In the
event of late payment or non-payment, X.X. Xxxxxx shall have the right to retain
the records of the Fund until all fees and monies due X.X. Xxxxxx are paid.
8. NOTICES. Any notice required or permitted hereunder shall be in
writing and shall be deemed effective on the date of personal delivery (by
private messenger, courier service or otherwise) or upon confirmed receipt of
telex or facsimile, whichever occurs first, or upon receipt if by mail 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:
Attention:
Fax:
If to X.X. Xxxxxx:
X.X. Xxxxxx Investor Services Co.
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention:
Fax:
9. WAIVER. The failure of a party to insist upon strict adherence to 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.
10. FORCE MAJEURE. X.X. Xxxxxx shall not be responsible or liable for any
harm, loss or damage suffered by the Fund, its investors, or other third parties
or for any failure or delay in
9
performance of X.X. Xxxxxx'x obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond X.X. Xxxxxx'x control.
In the event of a force majeure, any resulting harm, loss, damage, failure or
delay by X.X. Xxxxxx will not give the Fund the right to terminate this
Agreement.
11. AMENDMENTS. This Agreement may be modified or amended from time to
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.
12. SEVERABILITY. If any provision of this Agreement is invalid or
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.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK.
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
[THE FUND]
---------------------------------
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
X.X. XXXXXX INVESTOR SERVICES CO.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
11
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
FUND ACCOUNTING AND ACCOUNTING FEES
A. For the services rendered under this Agreement, the Fund shall pay to
the Administrator an annual fee based on the following schedule:
___ of 1% on the first $____ million in total assets, plus
___ of 1% on the first $____ million in total assets, plus
___ of 1% of the total assets in excess of $1 billion.
B. The foregoing calculation is based on the average daily net assets of
the Fund. The fees will be computed, billed and payable monthly. The
minimum charge per year for the Fund will not be less than __________
of 1% of average daily net assets.
C. Out-of-pocket expenses will be computed, billed and payable monthly.
TRANSFER AGENCY FEES
A. $_______ per account.
B. Out-of-pocket expenses and customary bank charges and offsets and
customized systems and technology charges, which will be computed,
billed and payable monthly
A-1
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF FUND ADMINISTRATION
AND COMPLIANCE SERVICES
X.X. Xxxxxx'x Fund Administration and Compliance Services are designed and
intended to address the Fund's routine financial and tax reporting, portfolio
compliance and general administration needs. X.X. Xxxxxx will work closely with
the Fund's experts, such as its public accountants and legal counsel, with
respect to these services.
I. ROUTINE FINANCIAL REPORTING SERVICES
A. Semi-annual and annual reports. Prepare for review and approval by
Fund's officers, financial information for the Fund's semi-annual
reports, annual reports and financial statements for routine
prospectus updates.
B. Regular N-SAR filings. Prepare for review and approval by Fund's
officers, Form N-SAR. Upon approval of the N-SAR by the Fund's adviser
and officers, X.X. Xxxxxx will file Form N-SAR with the SEC.
C. 24f-2 Notices. Prepare and file with the SEC the annual Rule 24f-2
Notice, upon approval by Fund officers.
X. XXXXX xxxxxxx. Prepare for review and approval by Fund's officers, the
electronic filing copies (via the SEC's electronic filing system
("XXXXX")) of the Fund's semi-annual and annual reports, financial
data schedules, and Form N-SAR. The Fund will bear the costs of filing
and of formatting ("EDGARizing") all financial statements and
documents for filing.
II. ROUTINE TAX SERVICES
A. Tax filings. Working with the Fund's independent public accountants or
other professionals, assist with the preparation and filing of (1) the
Fund's Federal tax returns on Form 1120 RIC and Form 8613 and (2) such
state and local returns as directed by the Fund.
B. 1099-MISC. Provide Form 1099-MISC to persons other than corporations
(i.e., Trustees) to whom the Fund paid more than $600 during the year.
C. Supplementary tax information. Prepare for review by the Fund's
officers, supplementary information for shareholders' tax purposes as
directed by the Fund.
B-1
III. ROUTINE COMPLIANCE
X.X. Xxxxxx will provide assistance to the Fund and its investment adviser with
respect to compliance with federal tax and securities laws. Responsibility for
such compliance services are subject to the development of a more precise
allocation of duties and responsibilities between X.X. Xxxxxx, the adviser and
other relevant service providers. In addition, X.X. Xxxxxx'x provision of
compliance services is designed to assist the Fund and its adviser but is not
intended as an assumption by X.X. Xxxxxx of the adviser's fiduciary duties and
legal responsibilities to the Fund.
A. Portfolio compliance. Monitor and periodically test the Fund's
compliance with such investment restrictions and other regulatory
requirements, as may be agreed to between the adviser, X.X. Xxxxxx and
the Fund (e.g., issuer or industry diversification, etc.).
B. Tax compliance. Monitor and periodically test, including on required
quarterly testing dates, the Fund's compliance with the requirements
of Section 851 of the Internal Revenue Code and applicable Treasury
Regulations for qualification as a regulated investment company.
C. Policies and procedures compliance. Assist the investment adviser with
monitoring its compliance with Fund Board directives, such as
"Approved Issuers Listings for Repurchase Agreements", Rule 17a-7,
Rule 17e-1 and Rule 12d3-1 procedures.
IV. REGULATORY AFFAIRS AND CORPORATE GOVERNANCE
A. Prospectus/SAI updates. Prepare and file post-effective amendments to
the Fund's registration statement for annual prospectus update
purposes; prepare and file prospectus stickers or supplements with
respect to routine items for existing Portfolios.
B. Board materials. Prepare agenda, minutes of prior Fund Board meetings,
collect background information and prepare all routine Board materials
for regular quarterly Board meetings and distribute such materials to
all necessary parties.
C. Corporate calendar. Maintain general corporate calendar of Board
meetings and routine SEC filings.
V. GENERAL ADMINISTRATION
A. Board materials. Prepare or compile performance and expense
information, financial reports, and compliance data and information
for inclusion in the Fund's regular quarterly Board meeting materials.
B-2
B. Dividend distributions. Calculate dividend distributions in accordance
with distribution policies detailed in the Fund's prospectuses or
Board resolutions. Assist Fund management in making final
determinations of distribution amounts.
C. Expense accruals. Prepare Fund, portfolio or class expense
projections, establish accruals and review on a periodic basis,
including expenses based on a percentage of average daily net assets
(e.g., management, advisory and administrative fees) and expenses
based on actual charges annualized and accrued daily (audit fees,
registration fees, directors' fees, etc.).
D. Expense payments. Arrange, if directed by the appropriate Fund
officers, for the payment of the Fund's and each Portfolio's or class'
expenses.
E. Reports to statistical service providers. Report Fund performance to
outside statistical service providers as directed by Fund management.
[define/negotiate frequency and number of providers (e.g., five per
month)]
F. SEC examinations. Provide support and coordinate communications and
data collection, of records and documents held by X.X. Xxxxxx on the
Fund's behalf, with respect to routine SEC regulatory examinations of
the Fund.
G. Non-executive officers. Furnish appropriate non-executive officers for
the Fund, such as assistant treasurers and secretaries.
B-3
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
DESCRIPTION OF FUND ACCOUNTING SERVICES
X.X. Xxxxxx shall provide the following accounting services to the Fund:
A. Maintenance of the books and records for the Fund's assets, including
records of all securities transactions.
B. Calculation of each funds', portfolios' or classes' Net Asset Value in
accordance with the Prospectus, and after the fund, portfolio or class
meets eligibility requirements, transmission to NASDAQ and to such
other entities as directed by the Fund.
C. Accounting for dividends and interest received and distributions made
by the Fund.
D. Coordinate with the Fund's independent auditors with respect to the
annual audit, and as otherwise requested by the Fund.
X. Xx mutually agreed upon, X.X. Xxxxxx will provide domestic and/or
international reports.
F. Calculation of "SEC Yield" (See Appendix 1).
C-1
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE D
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services X.X.
Xxxxxx will provide to the Fund.
A. SHAREHOLDER RECORDKEEPING. Maintain records showing for each Fund
shareholder the following: (i) name, address, appropriate tax
certification and tax identifying number; (ii) number of shares of
each fund, portfolio or class; (iii) historical information including,
but not limited to, dividends paid, date and price of all transactions
including individual purchases and redemptions, based upon appropriate
supporting documents; and (iv) any dividend reinvestment order,
application, specific address, payment and processing instructions and
correspondence relating to the current maintenance of the account.
B. SHAREHOLDER ISSUANCE. Record the issuance of shares of each fund,
portfolio or class. Except as specifically agreed in writing between
X.X. Xxxxxx and the Fund, X.X. Xxxxxx 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.
C. TRANSFER, PURCHASE AND REDEMPTION ORDERS. Process all orders for the
transfer, purchase and redemption of shares of the Fund in accordance
with the Fund's current prospectus and customary transfer agency
policies and procedures, including electronic transmissions which the
Fund acknowledges it has authorized, or in accordance with any
instructions of the Fund or its agents which X.X. Xxxxxx reasonably
believes to be authorized.
D. SHAREHOLDER COMMUNICATIONS. Transmit all communications by the Fund to
its shareholders promptly following the delivery by the Fund of the
material to be transmitted by mail, telephone, courier service or
electronically.
E. PROXY MATERIALS. Assist with the mailing or transmission of proxy
materials, tabulating votes, and compiling and certifying voting
results.
F. SHARE CERTIFICATES. If permitted by Fund policies, and if a
shareholder of the Fund requests a certificate representing shares,
X.X. Xxxxxx as Transfer Agent, will countersign and mail a share
certificate to the investor at his/her address as it appears on the
Fund's shareholder records.
G. RETURNED CHECKS. In the event that any check or other negotiable
instrument for the payment of shares is returned unpaid for any
reason, X.X. Xxxxxx will take such steps, as X.X. Xxxxxx may, in its
discretion, deem appropriate and notify the Fund of such
D-1
action. However, the Fund remains ultimately liable for any returned
checks or negotiable instruments of its shareholders.
X. SHAREHOLDER CORRESPONDENCE. 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.
I. TAX REPORTING. X.X. Xxxxxx shall issue appropriate shareholder tax
forms as required.
J. DIVIDEND DISBURSING. X.X. Xxxxxx will prepare and mail checks, place
wire transfers or credit income and capital gain payments to
shareholders. The Fund will advise X.X. Xxxxxx 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. X.X. Xxxxxx will, 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 such dividend or distribution payable in cash, and on
or before the payment date of such distribution, the Fund will
instruct its Custodian to make available to X.X. Xxxxxx 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 each shareholder's
account.
K. ESCHEATMENT. X.X. Xxxxxx shall provide escheatment services only with
respect to the escheatment laws of the Commonwealth of Massachusetts,
including those which relate to reciprocal agreements with other
states.
L. TELEPHONE SERVICES. X.X. Xxxxxx will provide staff coverage, training
and supervision in connection with the Fund's telephone line for
shareholder inquiries, and will respond to inquiries concerning
shareholder records, transactions processed by X.X. Xxxxxx, procedures
to effect the shareholder records and inquiries of a general nature
relative to shareholder services. All other telephone calls will be
referred to the Fund, as appropriate.
D-2
APPENDIX 1
SEC YIELD COMPUTATION
[MAY ALSO BE USED FOR ANY COMPLEX OR UNUSUAL ITEM REQUESTED BY CLIENTS]
(1) X.X. Xxxxxx shall compute the yield, or tax equivalent yield, for
the Fund for the periods of time as agreed to by the parties;
(2) X.X. Xxxxxx shall have no responsibility to review, confirm or
otherwise assume any duty with respect to the accuracy or correctness of
any data, including but not limited to security attributes, pricing data,
and tax equivalent data, supplied to it by the Fund, any of the Fund's
agents including the investment adviser, or by third party providers. X.X.
Xxxxxx is entitled to rely on information or data provided to it by the
Fund's agents or investment advisers, or by third party providers and will
not be liable for any loss or expense suffered by the Fund caused by such
reliance;
(3) The Fund shall provide, from time to time as may be appropriate,
and X.X. Xxxxxx shall be entitled to rely on, the written standards and
guidelines to be followed by X.X. Xxxxxx in interpreting and applying the
computation methods set forth in the SEC Releases, industry standards and
regulatory guidelines regarding yield as they specifically apply to the
Fund, as well as information relating to any and all of the Fund's assets.
The Fund shall keep X.X. Xxxxxx informed of all publicly available
information and of any non-public advice or information obtained by the
Fund from its accountants, its legal counsel, its personnel or its
investment adviser related to industry standards, or regulatory guidelines
regarding the computations to be undertaken by X.X. Xxxxxx pursuant to this
Agreement and X.X. Xxxxxx shall not be charged with knowledge of such
information unless it has been furnished to X.X. Xxxxxx in writing; and
[use only if executed independently of main contract]
(4) The Fund shall indemnify X.X. Xxxxxx for any expenses,
assessments, claims or liabilities which it may incur in connection with
this Amendment, except as may arise from X.X. Xxxxxx'x xxxxx negligence,
bad faith or willful misconduct. In no event shall X.X. Xxxxxx be liable
for any indirect, incidental, special or consequential loss or damage of
any kind whatsoever (including but not limited to lost profits), even if
X.X. Xxxxxx has been advised of the likelihood of such loss or damage and
regardless of the form of action.
X.X. XXXXXX INVESTOR SERVICES CO. [THE FUND]
-----------------
By: By:
--------------------------------------- --------------
APPENDIX 2
AUTHORIZED PERSONNEL
The following personnel are authorized to give written or oral
instructions to X.X. Xxxxxx, subject to the provisions of Section 6(b)(vi):
1.
2.
3.
4.
5.
It is the sole responsibility of the ______ Fund to notify X.X. Xxxxxx
of any changes to this list in writing.
X.X. XXXXXX INVESTOR SERVICES CO. [THE FUND]
-----------------
By: By:
--------------------------------------- ---------------
