MUTUAL FUNDS SERVICE AGREEMENT
o FUND ADMINISTRATION SERVICES
o FUND ACCOUNTING SERVICES
o TRANSFER AGENCY SERVICES
RENAISSANCE CAPITAL GREENWICH FUNDS
OCTOBER 10, 1997
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...........................................................8
8. Notices........................................................8
9. Waiver.........................................................9
10. Force Majeure..................................................9
12. Amendments.....................................................9
12. Severability...................................................9
13. Governing Law..................................................9
Signatures.............................................................10
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
12
MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of October 10, 1997 by and between the
Renaissance Capital Greenwich Funds, (the "Fund"), a Delaware Trust, and Chase
Global Funds Services Company ("Chase"), 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 Chase 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 Chase to provide services for
the Fund, as described hereinafter, subject to the supervision of the Board of
Trustees of the Fund (the "Board"), for the period and on the terms set forth in
this Agreement. Chase 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) Chase represents and warrants to the Fund that:
(i) Chase is a corporation, duly organized and
existing under the laws of the State of
Delaware;
(ii) Chase is duly qualified to carry on its
business in the Commonwealth of Massachusetts;
(iii) Chase 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 Chase to enter into and
perform this Agreement;
(v) Chase has, and will continue to have, access
to the facilities, personnel and equipment
required to fully perform its duties and
obligations hereunder;
(vi) no legal or administrative proceedings have
been instituted or threatened which would
impair Chase's ability to perform its duties
and obligations under this Agreement; and
(vii) Chase's entrance into this Agreement shall not
cause a material breach or be in material
conflict with any other agreement or
obligation of Chase or any law or regulation
applicable to Chase;
(b) The Fund represents and warrants to Chase that:
(i) the Fund is a Delaware Trust, duly organized
and existing and in good standing under the
laws of Delaware;
(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.
3. DELIVERY OF DOCUMENTS. The Fund will promptly furnish to Chase such
copies, properly certified or authenticated, of contracts, documents and other
related information that Chase 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
Chase 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) Chase 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 laws and regulations; and
all resolutions and policies implemented by the Board:
(i) Fund Administration,
(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) Chase will also:
(i) provide office facilities with respect to the
provision of the services contemplated herein
(which may be in the offices of Chase or a
corporate affiliate of Chase);
(ii) provide the services of individuals to serve
as officers of the Fund who will be
designated by Chase 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
Chase may deem appropriate or advisable.
To the extent required by Section 31 of the
1940 Act and the rules thereunder, Chase
agrees that all such records prepared or
maintained by Chase 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 Chase 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.
(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 Chase . If Chase 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) Chase 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 Chase for any
services, equipment or supplies ordered by or for the Fund through Chase and for
any other expenses that Chase 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 who are not officers, directors, shareholders or
employees of Chase, 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 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, shareholder, and Board meetings; trade association
dues and expenses; reprocessing costs to Chase caused by third party errors; and
any extraordinary expenses and other customary Fund expenses. In addition, Chase
may utilize one or more independent pricing services to obtain securities prices
and to act as backup to the primary pricing services, in connection with
determining the net asset values of the Fund. The Fund will reimburse Chase 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
Chase shall be billed on a monthly basis and shall be due and payable upon
receipt of the invoice.
(f) Chase 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 Chase) 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 Chase.
(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 sixty (60) days' written notice
to the Fund by Chase. The Fund must notify Chase in writing of any contested
amounts within sixty (60) 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) Chase shall not be liable for any error of judgment or
mistake of law or for any loss or expense suffered by the Fund, in connection
with the matters to which this Agreement relates, except for a loss or expense
solely caused by or resulting from willful misfeasance, bad faith or negligence
on Chase's part in the performance of its duties or from reckless disregard by
Chase of its obligations and duties under this Agreement. In no event shall
Chase 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 Chase has been advised of the likelihood of such loss or damage and
regardless of the form of action.
(b) Subject to Section 6(a) above, Chase shall not be
responsible for, and the Fund shall indemnify and hold Chase harmless from and
against, any and all losses, damages, costs, reasonable attorneys' fees and
expenses, payments, expenses and liabilities incurred by Chase, any of its
agents, or the Fund's agents 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 Chase or its officers
or agents required to be taken pursuant to
this Agreement;
(ii) the reliance on or use by Chase or its
officers or agents of information, records, or
documents which are received by Chase or its
officers or agents and furnished to it or them
by or on behalf of the Fund, and which have
been prepared or maintained by the Fund or 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 Chase on
telephone or other electronic instructions of
any person acting of behalf of a shareholder
or shareholder account for which telephone or
other electronic services have been
authorized;
(vi) the reliance on or the carrying out by Chase
or its officers or agents of any proper
instructions reasonably believed to be duly
authorized, or requests of the Fund or
recognition by Chase 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;
(vii) any delays, inaccuracies, errors in or
omissions from information or data provided to
Chase by data, corporate action pricing
services or securities brokers and dealers;
(viii) 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, 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;
(ix) 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;
(x) the actions taken by the Fund, its investment
adviser, and its distributor in compliance
with applicable securities, tax, commodities
and other laws, rules and regulations, or the
failure to so comply; and
(xi) all actions, inactions, omissions, or errors
caused by third parties to whom Chase or the Fund
has 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 performing its services hereunder, Chase 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, investors, agents and other service
providers which Chase reasonably believes to be genuine, valid and authorized,
and shall be indemnified by the Fund for any loss or expense caused by such
reliance. Chase shall also be entitled to consult with and rely on the advice
and opinions of outside legal counsel retained by the Fund, as necessary or
appropriate.
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 for
one year. Thereafter the Agreement may be terminated by either party on 180
days' prior written notice. Upon termination of this Agreement, the Fund shall
pay to Chase 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.
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:
Renaissance Capital Greenwich Funds
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention:Xxxxx X. Xxxxxxx
Fax: 000-000-0000
If to Chase:
Chase Global Funds Services Company
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx, Esq.
Fax: 000-000-0000
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. Chase 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 performance of Chases obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond Chase's control. In the event of a force majeure, any resulting harm,
loss, damage, failure or delay by Chase 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.
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.
RENAISSANCE CAPITAL GREENWICH FUNDS
By:________________________
Name:______________________
Title:_____________________
CHASE GLOBAL FUNDS
SERVICES COMPANY
By:________________________
Name:______________________
Title:_____________________
A-1
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
Fund Administration, Accounting and Transfer Agency Fees
A. For the services rendered under this Agreement, the Fund shall pay
to the Administrator an annual fee based on the following
schedule:
17 basis points of the first $200 million dollars in assets 14
basis points for the next $100 million in assets 13 basis points
for the next $200 million in assets 10 basis points for the next
$500 million in assets 9 basis points for assets over $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.
C. Out-of-pocket expenses, including but not limited to those in
Section 5(d), and customary bank charges and offsets and
customized systems and technology charges, which will be computed,
billed and payable monthly.
D. Any discretionary out-of-pocket expenses exceeding $500 will require
prior Fund approval.
B-4
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES
I. Financial and Tax Reporting
A. Prepare management reports and Board of Trustees materials, such
as unaudited financial statements and summaries of dividends and
distributions.
B. Report Fund performance to outside services as directed by
Fund management.
C. Calculate dividend and capital gain distributions in accordance
with distribution policies detailed in the Fund's prospectus(es).
Assist Fund management in making final determinations of
distribution amounts.
D. Estimate and recommend year-end dividend and capital gain
distributions necessary to establish Fund's status as a regulated
investment company ("RIC") under Section 4982 of the Internal
Revenue Code of 1986, as amended (the "Code") regarding minimum
distribution requirements.
E. Working with the Fund's public accountants or other professionals,
prepare and file Fund's Federal tax return on Form 1120-RIC along
with all state and local tax returns where applicable. Prepare and
file Federal Excise Tax Return (Form 8613).
F. Prepare and file Fund's Form N-SAR with the SEC.
G. Prepare and coordinate printing of Fund's Semiannual and
Annual Reports to Shareholders.
H. In conjunction with transfer agent, notify shareholders as to what
portion, if any, of the distributions made by the Fund's during
the prior fiscal year were exempt-interest dividends under Section
852 (b)(5)(A) of the Code.
I. Provide Form 1099-MISC to persons other than corporations (i.e.,
Trustees [Directors]) to whom the Fund paid more than $600 during
the year.
J. Provide financial information for Fund proxies and prospectuses
(Expense Table).
II. Portfolio Compliance
A. Assist with monitoring each Investment Fund's compliance with
investment restrictions (e.g., issuer or industry diversification,
etc.) listed in the current prospectus(es) and Statement(s) of
Additional Information, although primary responsibility for such
compliance shall remain with the Fund's investment adviser or
investment manager.
B. Assist with monitoring investment manager's compliance with Board
directives such as "Approved Issuers Listings for Repurchase
Agreements", Rule 17a-7, and Rule 12d-3 procedures, although
primary responsibility for such compliance shall remain with the
Fund's investment adviser or investment manager.
C. Mail quarterly requests for "Securities Transaction Reports" to
the Fund's Trustees and Officers and "access persons" under the
terms of the Fund's Code of Ethics and SEC regulations.
III. Regulatory Affairs and Corporate Governance
A. Prepare and file post-effective amendments to the Fund's
registration statement and supplements as needed.
B. Prepare and file proxy materials and administer shareholder
meetings.
C. Prepare and file all state registrations of the Fund's securities
including annual renewals; registering new funds, portfolios, or
classes; preparing and filing sales reports; filing copies of the
registration statement, prospectus and statement of additional
information; and increasing registered amounts of securities in
individual states.
D. Prepare Board materials for Board meetings.
E. Assist with the review and monitoring of fidelity bond and errors
and omissions insurance coverage and the submission of any related
regulatory filings.
F. Prepare and update documents such as charter document, by-laws,
and foreign qualification filings.
G. Provide support with respect to routine regulatory examinations or
investigations of the Fund.
H. File copies of financial reports to shareholders with the SEC
under Rule 30b2-1.
IV. General Administration
A. Furnish officers of the Fund, subject to reasonable Board
approval.
B. 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 (advisory and
administrative fees) and expenses based on actual charges
annualized and accrued daily (audit fees, registration fees,
directors' fees, etc.).
C. For new funds, portfolios and classes, obtain Employer or Taxpayer
Identification Number and CUSIP numbers, as necessary. Estimate
organizational costs and expenses and monitor against actual
disbursements.
D. Coordinate all communications and data collection with regard to
any regulatory examinations and yearly audits by independent
accountants.
C-1
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
DESCRIPTION OF FUND ACCOUNTING SERVICES
I. General Description
Chase 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.
E. As mutually agreed upon, Chase will provide domestic and/or
international reports.
D-3
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE D
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services
Chase shall 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 Chase and the Fund, Chase 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
Chase 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. Services may include the provision of inspectors of
election at any meeting of shareholders.
F. Share Certificates. If permitted by Fund policies, and if a
shareholder of the Fund requests a certificate representing
shares, Chase 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, Chase will take such steps, as Chase may, in its
discretion, deem appropriate and notify the Fund of such action.
However, the Fund remains ultimately liable for any returned
checks or negotiable instruments of its shareholders.
H. 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. Chase shall issue appropriate shareholder tax
forms as required.
J. Dividend Disbursing. Chase will prepare and mail checks, place
wire transfers or credit income and capital gain payments to
shareholders. The Fund will advise Chase 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. Chase
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 Chase 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. Chase 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. Chase 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 Chase, 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.
M. Fulfillment Services. As directed by the Fund, the Fund Adviser or
the Distributor, or upon the request of prospective shareholders
either by telephone or in writing, Chase will mail reasonable
quantities of prospectuses, applications to purchase shares, and
other information normally sent to prospective shareholders.
