MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of ____________, 1995 by and between The Lipper Funds,
Inc. (the "Fund"), a Maryland corporation, and The Chase Manhattan Bank, N.A.
("Chase"), a nationally chartered banking association.
WITNESSETH:
WHEREAS, the Fund is registered as an open-end investment company under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund is comprised of several investment portfolios with
separate investment objectives and policies; and
WHEREAS, the Fund wishes to retain Chase to provide certain fund
administration, fund accounting and transfer agent services with respect to the
Fund, such services to be performed by Chase Global Fund Services Company, an
affiliate of Chase;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints Chase to provide fund
administration, fund accounting and transfer agent services for the Fund,
subject to the supervision of the Board of Directors 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 Paragraph 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 bank duly organized and existing and in good
standing under the laws of the United States;
(ii) Chase is duly qualified to carry on its business in the
State of New York;
(iii) Chase is empowered under applicable laws and by its charter
documents 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 will 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 corporation, duly organized and existing and
in good standing under the laws of Maryland;
(ii) the Fund is empowered under applicable laws and by its
charter documents 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 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 with the
Securities and Exchange Commission ("SEC") and will be effective and will
remain effective 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; and
(vii) the Fund's entrance into this Agreement will 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 reasonably request or require 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 fund administration, fund accounting and transfer agency
services to the Fund and approving this Agreement;
(b) The Fund's charter documents;
(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 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 Agreements between the Fund
and its investment advisers (the "Advisory Agreements");
(g) Auditors' reports;
(h) The Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all investment portfolios of the Fund 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
(iii) Transfer Agency
A detailed description of each of the above services is contained in Schedules
B, C and D respectively, to this Agreement.
(iv) Dividend Disbursing. Chase will serve as the Fund's
dividend disbursing agent. Chase will prepare and mail checks, place wire
transfers and 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.
(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, subject to Board approval,
elected by the Board;
(iii) provide or otherwise obtain personnel sufficient, in
Chase's reasonable discretion, for provision of the services contemplated
herein;
(iv) furnish equipment and other materials, which Chase, in its
reasonable discretion, believes axe 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 set forth in Schedules B, C and D as Chase may
otherwise deem appropriate or advisable, all in accordance with the 1940 Act.
To the extent required by Section 31 of the 1940 Act and the rules thereunder,
Chase agrees that all such records prepared or maintained 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, and made
available in accordance with such Section and rules. Chase further agrees to
surrender promptly to the Fund upon its request and cease to retain in its
records and files those records and documents created and maintained pursuant
to this Agreement.
5. FEES; EXPENSES; EXPENSE REIMBURSEMENT.
(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. Upon any termination of 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 termination of this
Agreement.
(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) Chase may, in its sole discretion, from time to time employ or
associate with such person or persons as may be appropriate to assist Chase in
the performance of this Agreement. Such person or persons may be officers and
employees who are employed or designated as officers by both Chase and the
Fund. The compensation of such person or persons for such employment shall be
paid by Chase and no obligation will be incurred by or on behalf of the Fund in
such respect.
(d) The Fund may request additional services, additional processing,
or special reports. The Fund shall submit such requests in writing together
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 an
agreed upon rates and charges.
(e) Chase will bear all of its own expenses in connection with the
performance of the services under this Agreement except as otherwise expressly
provided herein. The Fund agrees to promptly reimburse Chase for any equipment
and supplies specially ordered by the Fund through Chase and for any other
expenses not contemplated by this Agreement that Chase may incur on the Fund's
behalf at the Fund's written request or as consented to in writing by the Fund.
The Fund will bear its own expenses associated with operation of the Fund,
including, but not limited to: taxes; interest; brokerage fees and
commissions; salaries and fees of officers and directors of the Fund who are
not officers, directors, shareholders or employees of Chase or its affiliates,
or the Fund's investment advisers or distributor; SEC and state Blue Sky
registration and qualification fees, levies, fines and other charges; XXXXX
filing fees; advisory fees; charges and expenses of pricing services, including
back up to the Fund's primary pricing services; independent public accountants
and custodians; insurance premiums for the Fund's insurance coverages,
including fidelity bond premiums; legal expenses; 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;
expenses of typesetting and printing shareholders' reports and proxy statements
and materials; expenses incurred in the transmission of filings (e.g. N-SARs,
Registration Statements and proxy materials) to the SEC via XXXXX; costs and
expenses of Fund stationery and forms; costs and expenses of special telephone
and data lines and devices; trade association dues and expenses; expenses
associated with off-site storage of Fund records, and any extraordinary
expenses and other customary Fund expenses.
(f) All fees, out-of-pocket expenses, or additional charges of Chase
shall be billed on a monthly basis and shall be due and payable within 15 days
of receipt of the invoice.
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 (with the exception of specific
amounts which may be contested in good faith by the Fund) shall bear interest
in finance charges equivalent to, in the aggregate, the prime rate (as
published by Chase) and all reasonable costs and expenses of effecting
collection of any such sums, including reasonable attorney's fees, shall be
paid by the Fund to Chase.
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 Chase. The Fund must notify Chase 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.
The fees set forth in Schedule A may be changed from time to time upon prior
written agreement of the parties.
6. PROPRIETARY AND CONFIDENTIAL INFORMATION. Chase agrees on behalf of
itself and its affiliates and employees of Chase and its affiliates, excepted
as required by law, to treat confidentially and as proprietary information of
the Fund, all records and other information relating to the Fund and its prior,
present or potential shareholders, and to not disclose the same to any person
or use such records and information for any purpose other than performance of
Chase's responsibilities and duties hereunder, except at the request or with
the prior written consent of the Fund.
7. DUTIES, RESPONSIBILITIES, AND LIMITATION OF LIABILITY.
(a) In the performance of its duties hereunder, Chase shall be
obligated to act in good faith and use its best judgment in performing the
services provided for under this Agreement. 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 officers and directors, agents and other service providers which
Chase reasonably believes to be genuine, valid and authorized. Chase shall
also be entitled to consult with and rely in good faith on the advice and
opinions of outside legal counsel retained by the Fund, as necessary or
appropriate.
(b) 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 caused by
or resulting from willful misfeasance, bad faith or negligence on Chase's (or
any agent or subcontractor of Chase's) part in the performance of its duties or
from reckless disregard by Chase (or any agent or subcontractor of Chase's) of
Chase's obligations and duties under this Agreement. In the event of any loss
to the Fund by reason of Chase (or any agent or subcontractor of Chase) to
perform the services provided under this Agreement, Chase shall be liable to
the Fund only to the extent of the Fund's direct damages to be determined based
on the market value of the loss at the date of discovery and without reference
to any special or consequential damages. Notwithstanding the foregoing, Chase
shall not be liable to the Fund for any loss or expense caused by or resulting
from any agent or subcontractor used by Chase at the request of the Fund. Any
person, even though also an officer, director,
partner, employee or agent of Chase, who may be or become an officer, director,
partner, employee or agent of the Fund, shall be deemed when rendering services
to the Fund or acting on any business of the Fund (other than services or
business in connection with or related to Chase's duties hereunder) to be
rendering such services to or acting solely for the Fund and not as an officer,
director, partner, employee or agent or person under the control or direction
of Chase even though paid by Chase.
(c) Subject to Paragraph 7(b) 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 arising out of or attributable to:
(i) all actions of Chase or its officers or agents required to
be taken pursuant to this Agreement;
(ii) the reasonable 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 in actions, or lack thereof,
involving negligence or willful misfeasance;
(iv) the breach in any material respect 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 of the Fund, or reliance by Chase on telephone or other electronic
instructions of any person acting on behalf of a Fund shareholder or
shareholder account for which telephone or other electronic services have been
authorized, provided that Chase employed reasonable procedures to confirm that
Chase reasonably believes such instructions are genuine;
(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 omission from date
provided to Chase by the Fund, any of its affiliates, agents subcontractors or
pricing services;
(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
in any material respect 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 the Fund's prospectus; and
(x) actions taken by the Fund, its investment advisers, and its
distributor in violation of applicable securities, tax, commodities and other
laws, rules and regulations.
Notwithstanding the preceding sentence or anything else contained in
this Agreement, nothing contained herein shall protect or require the
indemnification of Chase for any losses, damages, expenses or liabilities
caused by or resulting from Chase's (or any agent or subcontractor other than
one used by Chase at the request of the Fund) willful misfeasance, bad faith,
negligence or reckless disregard of its obligations and duties hereunder.
8. TERM. This Agreement shall become effective on the date first
hereinabove written. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties hereto. This Agreement
shall continue in effect unless terminated by either party on 60 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 be due or payable under the terms hereof as of the date of such
termination.
9. NOTICES. Any notice required or permitted hereunder shall be in
writing and shall be deemed to be effective when delivered in person or by
certified mall, return receipt requested, to the parties at the following
addresses (or such other address as a party may specify, by notice to the
other):
If to the Fund:
Attn: The Lipper Funds, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxx
If to Chase :
The Chase Manhattan Bank, N.A.
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention:
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.
10. ASSIGNABILITY. Except as expressly provided in this Section 10,
neither this Agreement nor any rights or obligation hereunder may be assigned
by either of the parties hereto without the prior consent in writing of the
other party. Chase may, after notice to the Fund, in its own discretion and
without prior consent of the Fund, whenever and on such terms and conditions as
Chase deems necessary or appropriate, delegate or assign its duties and
obligations hereunder to subsidiaries or affiliates of Chase or may subcontract
non-affiliated third parties; provided that Chase, subject to the limitations
set forth in paragraph 7(b), shall remain liable hereunder for any act or
omission of any such entity as if performed by Chase. This Agreement shall be
binding on and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Any purported assignment in
violation of this Agreement shall be void and of no effect.
11. 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.
12. FORCE MAJEURE. Chase shall not be responsible or liable for any
failure or delay in performance of its obligation under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, acts of God, earthquakes, fires, floods, wars,
acts of civil or military authorities, or governmental actions, nor shall any
such failure or delay give the Fund the right to terminate this Agreement.
13. USE OF NAME. The Fund and Chase agree not to use the other's name
nor the names of such other's affiliates, subcontractors or permitted assignees
in any prospectus, sales literature, or other printed material written in a
manner not previously approved by the other or such other's affiliates,
subcontractors or permitted assignees except where required by the SEC or other
regulatory authorities.
14. 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.
15. 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.
16. 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.
_____________________________
Attest:________________________ By:__________________________
Name:__________________________ Name:________________________
Title:_______________________
THE CHASE MANHATTAN BANK, N.A.
Attest:________________________ By:____________________________
Name:__________________________ Name:__________________________
Title:_________________________
Lipper & Company
Proposal
May 9, 1995 (Revised)
Fund Accounting and Administration
For mutual fund accounting and administration services, the Funds shall pay to
Chase a fee based on the following schedule:
20 basis points on the first $200 million is assets, plus
10 basis points on the next $200 million in assets, plus
5 basis points on assets in excess of $400 million.
This calculation is based on the combined daily net assets of all of the funds
and is payable monthly.
There will be a minimum annual fee of $70,000 per fund, exclusive of Out of
Pocket Expenses and Custody Safekeeping and Transaction Fees.
"Out of Pocket" expenses including the cost of security pricing services,
travel and lodging for Fund officers to attend Board Meetings, and preparation
and mailing of Board materials and will be billed to the Funds on a monthly
basis.
Transfer Agency and Shareholder Servicing
Each fund will be billed $20 for each shareholder account maintained in the
system.
"Out of Pocket" expenses including the costs for telephone services (800
numbers and remote dial access to our systems), postage, forms, envelopes, pre-
printed statements and confirms, and proxy processing will be billed to the
fund on a monthly basis.
The above fee schedule applies only to the initial five funds sponsored by
Lipper & Co. Additional funds will be subject to review.
SCHEDULE B TO ______________
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES
I. Financial and Tax Reporting
A. Prepare agreed upon management reports and Board of Directors materials
such as unaudited financial statements and distribution summaries.
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 each series of the 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. Work 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 SFC.
G. Prepare and coordinate printing of Fund's Semiannual and Annual Reports to
Shareholders.
H. Notify shareholders as to what portion, if any, of the distributions made
by the Fund 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 (e.g.,
Directors) to whom the Fund paid more than $600 during the year.
J. Prepare and file California State Expense Limitation Report and similar
reports if required by other states, if applicable.
K. Provide financial information for Fund proxies, prospectuses and
Statement(s) of Additional Information.
II. Portfolio Compliance
A. Assist with monitoring each series of the 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.
B. Assist with monitoring each series of the Fund's compliance with the
requirements of Section 851 of the Code for qualification as a RIC (i.e.,
90% Income. 30% Income - Short Three, Diversification Tests).
C. Assist with monitoring investment manager's compliance with Board
directives such as "Approved Issuers Listings for Repurchase Agreements",
Rule 17a-7, Rule 17e-1, Rule 10f-3 and Rule 12d-3 procedures.
D. Mail quarterly requests for "Securities Transaction Reports" to the Fund's
Directors and Officers and "access persons" under the terms of the Fund's
Code of Ethics and SEC regulations, and generally assist in monitoring
compliance with such Code of Ethics.
III. Regulatory Affairs and Corporate Governance
A. Prepare and file via Xxxxx post-effective amendments to the Fund's
registration statement on Form N-1A and supplements as needed.
B. Prepare and file proxy materials and administer shareholder meetings.
C. Prepare, file and monitor all state registrations of the Fund's
securities, including annual renewals, registering new series of the Fund,
preparing and filing sales reports, filing copies of the registration
statement and final prospectus and statement of additional information,
increasing registered amounts of securities in individual states and
monitoring blue sky compliance.
D. Prepare Board materials and agendas for all Board and Board Committee
meetings and minutes of such meetings.
E. Assist with the review and monitoring of fidelity bond and errors and
omissions insurance coverage and make any related regulatory filings.
F. Prepare and update documents such as charter document, by-laws, and
foreign qualification filings.
G. Prepare and file notices pursuant to Rule 24f-2.
H. Review and provide comments on all sales literature (e.g., advertisements,
brochures and shareholder communications) with respect to each series.
I. Assist in identifying and monitoring pertinent regulatory and legislative
developments which may affect the Fund and. in response to the results of
such monitoring, coordinate and provide support to the Fund and the Fund's
investment adviser with respect to those developments and results,
including support with respect to routine regulatory examinations or
investigations of the Fund, and with respect to such matters, to work in
conjunction with outside counsel, auditors and other professional
organizations engaged by the Fund.
J. 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 Board approval.
B. Prepare Fund and series expense projections, establish accruals and review
on a periodic basis, including expenses based on a percentage of each
series of the Fund's 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 series of the Fund obtain Employer or Taxpayer Identification
Number and CUSIP numbers. 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.
E. Make staff of Chase and affiliates available to the Fund to assist in or
respond to any reasonable requests for Fund-or-industry related
information.
SCHEDULE C TO ________________
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 and accounting controls for the
Fund's assets, including records of all securities transactions;
B. Daily pricing of all securities. Calculation of each series of the Fund's
Net Asset Value in accordance with the prospectus and 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. Production of transaction data, financial reports and such other periodic
and special reports as the Board may reasonably request;
E. Liaison with the Fund's independent auditors; and
F. A listing of reports that will be available to the Fund is included below.
II. Domestic Series of the Fund Accounting Daily Reports
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report Accrual Report
3. Interest
4. Dividend Accrual Report
E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
III. International Series of the Fund Accounting Daily Reports
A. General Ledger
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report by Xxxxxx
0. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
C. Currency Reports
1. Currency Purchase /Sales Journal
2. Currency Valuation Report
D. Pricing Reports
1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report
E. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased
3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax
7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax
F. Other Reports
1. Exchange Rate Report
IV. Monthly Accounting Reports
A. Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
B. International Reports
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report
SCHEDULE D TO _____________
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
series of the Fund; (iii) historical information including, but not
limited to, dividends paid and date and price of all transactions
including individual purchase and redemptions appropriate supporting
documents; and (iv) any dividend reinvestment order, application, dividend
to a specific address and correspondence relating to the current
maintenance of the account.
B. Shareholder Issuance. Record the issuance of shares of each series of the
Fund. 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. Purchase Orders. Process all orders for the purchase of shares of the
Fund in accordance with the Fund's current prospectus, including
electronic transmissions, which the Fund acknowledges it has authorized.
Upon receipt of any check or other payment for purchase of shares of the
Fund from an investor, Chase will (i) stamp the order or other
documentation with the date and time of receipt, (ii) forthwith process
the same for collection, (iii) determine the amounts thereof due the Fund,
and notify the Fund of such determination and deposit, such notification
to be given on a daily basis of the total amounts determined and deposited
to the Fund's custodian bank account during such day. Chase shall then
credit the share account of the investor with the number of shares to be
purchased made on the date such payment is received, as set forth in the
Fund's current prospectus, and shall promptly mail a confirmation of said
purchase to the investor, all subject to any instructions which the Fund
may give to Chase with respect to the timing or manner of acceptance of
orders for shares relating to payments so received by it. Any purchase
order received by the Chase, which is deemed by Chase not in good order
will be rejected immediately.
D. Redemption Orders. Receive and stamp with the date and time of receipt
all requests for redemptions or repurchase of shares held in certificate
or non-certificate form, and process redemptions and repurchase requests
as follows: (i) if such certificate or redemption request complies with
the applicable standards approved by the Fund, Chase shall on each
business day, notify the Fund of the total number of shares presented and
covered by such requests received by Chase on such day; (ii) on or prior
to the seventh calendar day succeeding any such requests received by Chase
subject to instructions from the Fund, Chase shall transfer monies to such
account as designated by Chase for such payment to the redeeming
shareholder of the applicable redemption or repurchase price; (iii) if any
such certificate or request for redemption of repurchase does not comply
with applicable standards, Chase shall promptly notify the investor of
such fact, together with the reason therefor, and shall effect such
redemption at the Fund's price next determined after receipt of documents
complying with said standards of, at such other time as the Fund shall so
direct.
E. Telephone Orders. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in the Fund's current prospectus.
Chase will employ reasonable procedures, such as requiring a form of
personal identification, so that Chase reasonably believes that such
telephones instructions are genuine. Chase shall be permitted to redeem,
exchange and/or transfer Fund shares from any account for which such
services have been authorized, including electronic transmissions.
F. Transfer of Shares. Upon receipt by Chase of documentation in proper form
to effect a transfer of shares, including in the case of shares for which
certificates have been issued the share certificates in proper form for
transfer, Chase will register such transfer on the Fund's shareholder
records maintained by Chase pursuant to instructions received from the
transferor, cancel the certificates representing such shares, if any, and
if so requested, countersign, register, issue and mail by first class mail
new certificates for the same or a smaller whole number of shares.
G. Shareholder Communications. Address and mail all communications by the
Fund to its shareholders promptly following the delivery by the Fund of
the material to be mailed.
H. Proxy Materials. Prepare shareholder lists, mail and certify as to the
mailing of proxy materials, receive the tabulated proxy cards, render
periodic reports to the Fund on the progress of such tabulation, and
provide the Fund with inspectors of election at any meeting of
shareholders and prepare agendas and minutes for such meetings.
I. Share Certificates. If a shareholder of the Fund requests a certificate
representing his/her 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 transfer books. Chase shall supply, at the expense
of the Fund a supply of blank share certificates. The certificates
shall be properly signed, manually or by facsimile, as authorized by the
Fund, and shall bear the Fund's seal or facsimile; and notwithstanding the
death, resignation or removal of any officers of the Fund authorized to
sign certificates, Chase may, until otherwise directed by the Fund,
continue to countersign certificates which bear the manual or facsimile
signature of such officer.
J. Returned Checks. In the event that any check or other order for the
payment of money is returned unpaid for any reason, Chase will take such
steps, including redepositing the check for collection or returning the
check to the investor, as Chase may, at its reasonable discretion, deem
appropriate and notify the Fund of such action, or as the Fund may
instruct. However, the Fund remains ultimately liable for any returned
checks of its shareholders.
K. 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.
L. Tax Reporting. Chase shall issue appropriate shareholder tax forms on an
annual basis.
M. Escheatment. All Fund assets shall be subject to the escheatment laws of
the Commonwealth of Massachusetts, including those which relate to
reciprocal agreements with other states.
N. Sub-Transfer Agents. Chase shall cooperate with the Fund and any outside
service provider selected by the Fund in connection with the establishment
of sub-transfer agency and sub-administration arrangements.
O. Telephone Services. Chase shall provide and administer a toll-free number
to be available for shareholder inquiries.
Rev. December 1, 1995
SUBJECT TO CHANGE
MUTUAL FUNDS SERVICE AGREEMENT
* Fund Administration Services
* Fund Accounting Services
* Transfer Agency Services
THE CHASE MANHATTAN BANK, N.A.
December __, 1995
MUTUAL FUNDS SERVICE AGREEMENT
Table of Contents
Section/Paragraph Page
1. APPOINTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . 1
3. DELIVERY OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . 3
4. SERVICES PROVIDED . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. FEES; EXPENSES; EXPENSE REIMBURSEMENT . . . . . . . . . . . . . . . 5
6. PROPRIETARY AND CONFIDENTIAL INFORMATION . . . . . . . . . . . . . 8
7. DUTIES, RESPONSIBILITIES, AND LIMITATION OF LIABILITY . . . . . . . 8
8. TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
9. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
10. ASSIGNABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
11. WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
12. FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
13. USE OF NAME . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14. AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
15. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
16. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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
