MUTUAL FUNDS SERVICE AGREEMENT
o FUND ADMINISTRATION SERVICES
o FUND ACCOUNTING SERVICES
o TRANSFER AGENCY SERVICES
Black Diamond Funds
__________________, 2002
MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS
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SECTION PAGE
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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)
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PAGE
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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 _________, 2001 by and between
_____________________ (the "Fund"), a ___________________________
[corporation, business trust, etc.] and ▇.▇. ▇▇▇▇▇▇ Investor
Services Co. ("▇.▇. ▇▇▇▇▇▇"), 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 ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ 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. ▇.▇. ▇▇▇▇▇▇ 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) ▇.▇. ▇▇▇▇▇▇ represents and warrants to the Fund
that:
(i) ▇.▇. ▇▇▇▇▇▇ is a corporation, duly organized
and existing under the laws of the State of Delaware;
(ii) ▇.▇. ▇▇▇▇▇▇ is duly qualified to carry on its
business in the Commonwealth of Massachusetts;
(iii) ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ to enter into and perform this
Agreement;
(v) ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇'▇
ability to perform its duties and obligations under this
Agreement; and
(vii) ▇.▇. ▇▇▇▇▇▇'▇ entrance into this Agreement
shall not cause a material breach or be in material conflict with
any other agreement or obligation of ▇.▇. ▇▇▇▇▇▇ or any law or
regulation applicable to ▇.▇. ▇▇▇▇▇▇;
(b) The Fund represents and warrants to ▇.▇. ▇▇▇▇▇▇
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.
3. DELIVERY OF DOCUMENTS. The Fund will promptly
furnish to ▇.▇. ▇▇▇▇▇▇ such copies, properly certified or
authenticated, of contracts, documents and other related
information that ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ 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) ▇.▇. ▇▇▇▇▇▇ will provide the following
services subject to the control, direction and supervision of the
and in compliance with the objectives, policies and limitations
Board 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 ▇.▇. ▇▇▇▇▇▇ has been notified by the Fund:
(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) ▇.▇. ▇▇▇▇▇▇ will also:
(i) provide office facilities with respect
to the provision of the services contemplated herein (which may
be in the offices of ▇.▇. ▇▇▇▇▇▇ or a corporate affiliate of ▇.▇.
▇▇▇▇▇▇);
(ii) provide the services of individuals to
serve as officers of the Fund who will be designated by ▇.▇.
▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ may
▇▇▇▇ appropriate or advisable. To the extent required by Section
31 of the 1940 Act and the rules thereunder, ▇.▇. ▇▇▇▇▇▇ agrees
that all such records prepared or maintained by ▇.▇. ▇▇▇▇▇▇
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 ▇.▇.
▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇. 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 ▇.▇. ▇▇▇▇▇▇ 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) ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ for
any services, equipment or supplies ordered by or for the Fund
through ▇.▇. ▇▇▇▇▇▇ and for any other expenses that ▇.▇. ▇▇▇▇▇▇
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 ▇.▇. ▇▇▇▇▇▇, or the Fund's investment adviser or
distributor; SEC and state Blue Sky registration and
qualification fees, levies, fines and other charges; ▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ caused by third party errors; copying
charges; overtime work when necessitated by 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, ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ shall be billed on a monthly basis and
shall be due and payable upon receipt of the invoice.
(f) ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇) 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 ▇.▇. ▇▇▇▇▇▇.
(g) In the event that the Fund is more than sixty
(60) days delinquent in its payments of monthly ▇▇▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇. The Fund must notify ▇.▇. ▇▇▇▇▇▇ 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) ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇'▇ ▇▇▇▇▇ negligence or
willful misconduct.
(b) ▇.▇. ▇▇▇▇▇▇ shall not be responsible for, and
the Fund shall indemnify and hold ▇.▇. ▇▇▇▇▇▇ 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 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 ▇.▇. ▇▇▇▇▇▇ is
authorized to rely pursuant to the terms of this Agreement;
(vii) the recognition and processing by ▇.▇.
▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ 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, 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 ▇.▇. ▇▇▇▇▇▇'▇ performance under
this Agreement, provided the Indemnitees have not acted with
gross negligence or engaged in willful misconduct.
(d) In performing its services hereunder, ▇.▇.
▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇
reasonably believes to be genuine, valid and authorized. ▇.▇.
▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ has been advised of the likelihood
of such loss or damage and regardless of the form of action in
which any 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 ▇.▇. ▇▇▇▇▇▇ 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, ▇.▇. ▇▇▇▇▇▇ shall have the right to retain the
records of the Fund until all fees and monies due ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇:
▇.▇. ▇▇▇▇▇▇ Investor Services Co.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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. ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇'▇ obligations under this Agreement
arising out of or caused, directly or indirectly, by
circumstances beyond ▇.▇. ▇▇▇▇▇▇'▇ control. In the event of a
force majeure, any resulting harm, loss, damage, failure or delay
by ▇.▇. ▇▇▇▇▇▇ 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.
[THE FUND]
--------------------------------------------
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
▇.▇. ▇▇▇▇▇▇ Investor Services Co.
By:
---------------------------------------
Name:
-------------------------------------
Title:
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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
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF FUND ADMINISTRATION
AND COMPLIANCE SERVICES
▇.▇. ▇▇▇▇▇▇'▇ 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. ▇.▇. ▇▇▇▇▇▇ 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, ▇.▇. ▇▇▇▇▇▇ 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.
▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇. Prepare for review and approval by
Fund's officers, the electronic filing copies (via
the SEC's electronic filing system ("▇▇▇▇▇")) 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.
III. Routine Compliance
▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇, the adviser and
other relevant service providers. In addition, ▇.▇. ▇▇▇▇▇▇'▇
provision of compliance services is designed to assist the Fund
and its adviser but is not intended as an assumption by ▇.▇.
▇▇▇▇▇▇ 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, ▇.▇. ▇▇▇▇▇▇
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. 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. 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.
▇. 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 ▇.▇. ▇▇▇▇▇▇ 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.
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
DESCRIPTION OF FUND ACCOUNTING SERVICES
▇.▇. ▇▇▇▇▇▇ 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.
▇. ▇▇ mutually agreed upon, ▇.▇. ▇▇▇▇▇▇ will provide
domestic and/or international reports.
F. Calculation of "SEC Yield" (See Appendix 1).
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE D
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency
services ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇
and the Fund, ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ reasonably believes to be
authorized.
▇. ▇▇▇▇▇▇▇▇▇▇▇ 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, ▇.▇. ▇▇▇▇▇▇ 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, ▇.▇.
▇▇▇▇▇▇ will take such steps, as ▇.▇. ▇▇▇▇▇▇ 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.
▇. ▇▇▇▇▇▇▇▇▇▇▇ 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. ▇.▇. ▇▇▇▇▇▇ shall issue appropriate
shareholder tax forms as required.
J. Dividend Disbursing. ▇.▇. ▇▇▇▇▇▇ will prepare and
mail checks, place wire transfers or credit income
and capital gain payments to shareholders. The Fund
will advise ▇.▇. ▇▇▇▇▇▇ 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. ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇.
▇▇▇▇▇▇ 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. ▇.▇. ▇▇▇▇▇▇ 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. ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇.
▇▇▇▇▇▇, 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.
APPENDIX 1
SEC Yield Computation
[may also be used for any complex or unusual item
requested by clients]
L. (1) ▇.▇. ▇▇▇▇▇▇ shall compute the yield, or tax
equivalent yield, for the Fund for the periods of
time as agreed to by the parties;
(2) ▇.▇. ▇▇▇▇▇▇ 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. ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ shall be entitled to
rely on, the written standards and guidelines to be
followed by ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇
pursuant to this Agreement and ▇.▇. ▇▇▇▇▇▇ shall
not be charged with knowledge of such information
unless it has been furnished to ▇.▇. ▇▇▇▇▇▇ in
writing; and
[use only if executed independently of main contract]
(4) The Fund shall indemnify ▇.▇. ▇▇▇▇▇▇ for any
expenses, assessments, claims or liabilities which
it may incur in connection with this Amendment,
except as may arise from ▇.▇. ▇▇▇▇▇▇'▇ ▇▇▇▇▇
negligence, bad faith or willful misconduct. In no
event shall ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ has been
advised of the likelihood of such loss or damage
and regardless of the form of action.
▇.▇. ▇▇▇▇▇▇ Investor Services Co. [THE FUND]
--------------------------
By: By:
------------------------------ ---------------------
APPENDIX 2
Authorized Personnel
The following personnel are authorized to give written
or oral instructions to ▇.▇. ▇▇▇▇▇▇, subject to the provisions of
Section 6(b)(vi):
1.
2.
3.
4.
5.
It is the sole responsibility of the ______ Fund to
notify ▇.▇. ▇▇▇▇▇▇ of any changes to this list in writing.
▇.▇. ▇▇▇▇▇▇ Investor Services Co. [THE FUND]
------------------------
By: By:
---------------------------- -------------------
04088.0001 #332336
