Exhibit 9(b)
MUTUAL FUNDS SERVICE AGREEMENT
. Fund Administration Services
. Fund Accounting Services
. Transfer Agency Services
THE XXXXXXX SECURITIES TRUST
March 2, 1998
MUTUAL FUNDS SERVICE AGREEMENT
Table of Contents
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Section/Paragraph Page
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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............ 7
7. Duties, Responsibilities and Limitation of Liability 8
8. Term................................................ 10
9. Notices............................................. 10
10. Assignability....................................... 11
11. Waiver.............................................. 11
12. Force Majeure....................................... 11
13. Amendments.......................................... 12
14. Severability........................................ 12
15. Governing Law....................................... 12
Signatures................................................. 12
MUTUAL FUNDS SERVICE AGREEMENT
Table of Contents (continued)
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Section/Paragraph 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 March 2, 1998 by and between UAM FUND SERVICES,
INC. ("UAMFSI"), a Delaware corporation, and CHASE GLOBAL FUNDS SERVICES COMPANY
("Chase"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, The Xxxxxxx Securities Trust (the "Trust") is registered as an
open-end management, investment company under the Investment Company Act of
1940, as amended (the "1940 Act"), and currently offers for sale to investors
its shares in several investment portfolios ("Portfolios") and classes of such
Portfolios ("Classes");
WHEREAS, UAMFSI is responsible for the provision of certain fund
administration, fund accounting and transfer agent services with respect to the
Trust pursuant to the Agreement between UAMFSI and the Trust dated March 2,
1998, (the "Administration Agreement"); and
WHEREAS, UAMFSI wishes to retain Chase to provide certain fund
administration, fund accounting and transfer agent services with respect to the
Trust, and Chase is willing to furnish such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. UAMFSI hereby appoints Chase to provide certain fund
administration, fund accounting and transfer agent services for the Trust,
subject to the supervision of UAMFSI and the Board of Trustees of the Trust (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 UAMFSI that:
(i) Chase is a corporation existing under the laws of the State of
Delaware;
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(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
Certificate 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) Chase is registered as a transfer agent pursuant to Section
17A of the Securities Exchange Act of 1934;
(vii) 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
(viii) 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) UAMFSI represents and warrants to Chase that:
(i) UAMFSI is a corporation existing under the laws of the
State of Delaware;
(ii) UAMFSI is duly qualified to carry on its business in the
Commonwealth of Massachusetts;
(iii) UAMFSI is empowered under applicable laws and by its
Certificate of Incorporation and By-Laws to enter into and perform this
Agreement;
(iv) all requisite corporate proceedings have been taken to
authorize UAMFSI to enter into and perform this Agreement;
(v) UAMFSI 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 UAMFSI's ability to perform its duties and
obligations under this Agreement; and
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(vii) UAMFSI's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of UAMFSI or any law or regulation applicable to UAMFSI;
(c) UAMFSI represents and warrants to Chase with respect to the Trust
that:
(i) the Trust is a Massachusetts business trust, duly organized
and existing and in good standing under the laws of the Commonwealth of
Massachusetts;
(ii) the Trust is an investment company properly registered
under the 1940 Act;
(iii) a registration statement for the Trust 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; and
(iv) to the best of the Trust's knowledge, the Trust's
registration statements comply in all material respects with the Securities Act
of 1933 ("1933 Act") and the 1940 Act (including the rules and regulations
thereunder) and none of the Trust's prospectuses contain any untrue statement of
material fact or omit to state a material fact necessary to make the statements
therein not misleading.
3. Delivery of Documents. UAMFSI 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 Trust's Board authorizing the appointment of
UAMFSI to provide certain fund administration, fund accounting and transfer
agency services to the Trust and approving this Agreement;
(b) UAMFSI's and the Trust's Declaration of Trust;
(c) UAMFSI's and the Trust's By-Laws;
(d) Authorization by the Trust contained in the Administration
Agreement allowing UAMFSI to make representations to Chase on its behalf;
(e) The Trust's Notification of Registration on Form N-8A under the
1940 Act, as filed with the Securities and Exchange Commission ("SEC");
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(f) The Trust'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;
(g) Copies of the Investment Advisory Agreements between the Trust and
its investment advisers (the "Advisory Agreements");
(h) Opinions of counsel and auditors' reports;
(i) The Trust's Prospectus(es) and Statement(s) of Additional
Information relating to all Portfolios 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
(j) Such other agreements as the Trust may enter into from time to
time which may be relevant to the performance of Chase's duties and obligations
under the terms of this Agreement, 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 UAMFSI and the Trust's Board and in compliance with
the objectives, policies and limitations set forth in the Trust's Registration
Statement, Articles of Incorporation 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 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 Trust who will be designated by Chase with the approval of UAMFSI, and
elected by the Board;
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(iii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;
(iv) furnish equipment and other materials, which Chase believes
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 set forth in Schedules B, C and D 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 by Chase
relating to the services provided hereunder are the property of UAMFSI and the
Trust and will be preserved for the periods prescribed under Rule 31a-2 under
the 1940 Act, maintained at UAMFSI's and/or the Trust's expense, and made
available in accordance with such Section and rules. Chase further agrees to
surrender promptly to UAMFSI or the Trust upon its request and cease to retain
in its records and files those records and documents created and maintained by
Chase pursuant to this Agreement, unless otherwise required by law. Upon such
request, Chase will surrender such records in a mutual agreeable electronic
format.
5. Fees; Expenses; Expense Reimbursement.
(a) As compensation for the services rendered to the Trust and UAMFSI
pursuant to this Agreement, UAMFSI 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 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 Trust's assets, the value of the Trust's assets and net assets shall be
computed as required by its currently effective Prospectus, generally accepted
accounting principles, and resolutions of the Trust's 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
Trust. The compensation of such person or persons
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for such employment shall be paid by Chase and no obligation will be incurred by
or on behalf of the Trust or UAMFSI in such respect.
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(d) UAMFSI may request additional services, additional processing, or
special reports on behalf of the Trust or itself. UAMFSI 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
reasonable additional fees and expenses at its customary rates and charges, or
such other fees, if any, mutually agreed to by Chase and UAM FSI.
(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. UAMFSI agrees to promptly reimburse Chase for any equipment
and supplies specially ordered by or for UAMFSI or the Trust through Chase and
for any other expenses not contemplated by this Agreement that Chase may incur
on the Trust's and/or UAMFSI's behalf at the Trust's and/or UAMFSI's request or
as consented to by the Trust and/or UAMFSI, provided that Chase will notify the
Trust and/or UAMFSI of the approximate amount of such expenses prior to
incurring them. Such other expenses to be incurred in the operation of the
Trust and to be borne by the Trust and/or UAMFSI, include, but are not limited
to: taxes; interest; brokerage fees and commissions; salaries and fees of
officers and trustees who are not officers, directors, shareholders or employees
of Chase, or the Trust's investment advisers or distributor; SEC and state Blue
Sky registration and qualification fees, levies, fines and other charges; XXXXX
filing fees, processing services and related fees; advisory and administration
fees; charges and expenses of pricing and data services, independent public
accountants and custodians; insurance premiums including fidelity bond premiums;
auditing and legal expenses; costs of maintenance of trust existence; expenses
of typesetting and printing of prospectuses for regulatory purposes and for
distribution to current shareholders of the Trust (the Trust's distributor to
bear the expense of all other printing, production, and distribution of
prospectuses, statements of additional information, and marketing materials);
expenses of printing and production costs of shareholders' reports and proxy
statements and materials; costs and expenses of Trust 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; and any extraordinary expenses and other customary Trust
expenses. In addition, Chase may utilize one or more independent pricing
services, approved from time to time by the Trust's Board, to obtain securities
prices and to act as backup to the primary pricing services, in connection with
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determining
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the net asset values of the Trust, and UAMFSI and/or the Trust will reimburse
Chase for the Trust'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
Trust.
(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 upon 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 of receipt 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 UAMFSI to Chase.
In the event that UAMFSI 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 UAMFSI),
this Agreement may be terminated upon thirty (30) days' written notice to UAMFSI
by Chase. UAMFSI 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 disputed. The fees set forth in
Schedule A may be changed from time to time upon agreement of the parties.
6. Proprietary and Confidential Information. Chase agrees on behalf of
itself and its employees to treat confidentially and as proprietary information
of the Trust, all records and other information relative to the Trust's prior,
present or potential shareholders, and to not use such records and information
for any purpose other than performance of Chase's responsibilities and duties
hereunder. Chase may seek a waiver of such confidentiality provisions by
furnishing reasonable prior notice to the Trust and UAMFSI and obtaining
approval in writing from the Trust and UAMFSI, which approval shall not be
unreasonably withheld and may not be withheld where Chase may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities. Waivers of
confidentiality are automatically effective without further action by Chase with
respect to Internal Revenue Service levies, subpoenas and similar actions, or
with respect to any request by the Trust or UAMFSI.
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7. Duties, Responsibilities, and Limitation of Liability.
(a) In the performance of its duties hereunder, Chase shall be
obligated to act in good faith in performing the services provided for under
this Agreement. In performing its services hereunder, UAMFSI represents and
warrants that Chase shall be entitled to rely on any oral or written
instructions, notices or other communications, including electronic
transmissions, from UAMFSI and the Trust and its custodians, officers and
directors, investors, agents, legal counsel and other service providers which
Chase reasonably believes to be genuine, valid and authorized, and that Chase
shall also be entitled to consult with and rely on the advice and opinions of
outside legal counsel retained by UAMFSI and/or the Trust, as necessary or
appropriate. Also, Chase shall be entitled to rely on any financial,
regulatory, tax or other records or information provided by the Trust or third
parties prior to the date of this Agreement without verification by Chase.
(b) Chase shall not be liable for any error of judgment or mistake of
law or for any loss or expense suffered by the Trust or UAMFSI, 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 gross
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. 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 Trust, shall be deemed when rendering services to the Trust or acting on any
business of the Trust (other than services or business in connection with
Chase's duties hereunder) to be rendering such services to or acting solely for
the Trust and not as an officer, director, partner, employee or agent or person
under the control or direction of Chase even though paid by Chase. In no event
shall Chase be liable to the Trust, UAMFSI or any other party for special,
indirect or consequential loss or damage 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.
(c) Subject to Paragraph 7 (b) above, Chase shall not be responsible
for, and UAMFSI 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:
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(i) all actions of Chase or its officers or agents required to
be taken pursuant to this Agreement;
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(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 UAMFSI and/or the
Trust, and which have been prepared or maintained by UAMFSI and/or the Trust or
any third party on behalf of UAMFSI and/or the Trust; including but not limited
to any information, records, or accounts which were prepared or maintained by
any parties prior to March 2, 1998;
(iii) UAMFSI's refusal or failure to comply with the terms of this
Agreement or UAMFSI'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 UAMFSI
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 on 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 Trust or UAMFSI, or recognition by Chase of any share
certificates which are reasonably believed to bear the proper signatures of the
officers of the Trust and the proper countersignature of any transfer agent or
registrar of the Trust;
(vii) any delays, inaccuracies, errors in or omissions from data
provided to Chase by data, pricing and/or corporate action services;
(viii) the offer or sale of shares by the Trust 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 Trust or its other service providers and agents, or
(2) existing or arising out of activities, actions or omissions by or on behalf
of the Trust prior to the effective date of this Agreement;
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(ix) any failure of the Trust'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 Trust's prospectus; and
(x) the actions taken by UAMFSI, its investment advisers, and its
distributor in compliance with applicable securities, tax, commodities and other
laws, rules and regulations, or the failure to so comply.
8. Term. This Agreement shall become effective on the date first
hereinabove written and shall continue for an initial term of one year, unless
sooner terminated, as provided herein. Thereafter, unless so terminated, this
Agreement shall continue in effect from year to year provided such continuance
is specifically approved by UAMFSI. This Agreement may be modified or amended
from time to time by mutual agreement between the parties hereto. This Agreement
may be terminated by either party on 90 days' prior written notice; subject to
renegotiation after the initial term. Upon termination of this Agreement, UAMFSI
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.
9. Notices. Any notice required or permitted hereunder shall be in
writing to the parties at the following address (or such other address as a
party may specify by notice to the other):
If to UAMFSI:
UAM Fund Services, Inc.
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx, President
Fax: (000) 000-0000
If to Chase:
Chase Global Funds Services Company
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx, General Counsel
Fax: (000) 000-0000
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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. This Agreement shall not be assigned by either of the
parties hereto without the prior consent in writing of the other party;
provided, however, that Chase may in its own discretion and without limitation
or prior consent of the Trust or UAMFSI, whenever and on such terms and
conditions as Chase deems necessary or appropriate, subcontract, delegate or
assign its rights, duties, obligations and liabilities to subsidiaries or
affiliates of Chase; provided, further, that any such subcontract, agreement or
understanding shall not discharge Chase or its affiliates or subsidiaries, as
the case may be, from its obligations hereunder. Similarly, Chase or its
affiliated subcontractor, designee, or assignee may at its discretion, without
notice to the Trust or UAMFSI, enter into such subcontracts, agreements and
understandings, whenever and on such terms and conditions as Chase or they deem
necessary or appropriate to perform services hereunder, with non-affiliated
third parties; provided, that such subcontract, agreement or understanding shall
not discharge Chase, or its subcontractor, designee, or assignee, as the case
may be, from Chase's obligations hereunder. Chase or its affiliated
subcontractor, designee, or assignee shall, however, be discharged from Chase's
obligations hereunder, if UAMFSI, the Trust or its sponsor, investment advisers
or distributor require Chase or its affiliated subcontractor, designee, or
assignee to enter into any subcontract, agreement or understanding to perform
services hereunder with any non-affiliated third party; and UAMFSI shall
indemnify and hold harmless Chase and its affiliated subcontractor, designee, or
assignee from and against, any and all losses, damages, costs, reasonable
attorneys' fees and expenses, payments, expenses and liabilities arising out of
or attributable to such subcontract, agreement or understanding.
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 obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, acts of God, earthquakes,
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wars, acts of civil or military authorities, or governmental actions, nor shall
any such failure or delay give the Trust the right to terminate this Agreement.
13. 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.
14. 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.
15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK, INCLUDING THE DETERMINATION OF WHEN AN
"ASSIGNMENT" HAS OCCURRED.
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.
UAM FUND SERVICES, INC.
By:
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Name:
--------------------------------
Title:
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CHASE GLOBAL FUNDS
SERVICES COMPANY
By:
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Name:
--------------------------------
Title:
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
Fees for Fund Accounting, Fund Administration, and Transfer Agency Services for
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The Xxxxxxx Securities Trust and all other UAM affiliated mutual funds for which
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Chase provides services (the "Trusts")
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. 19 Basis Points on the first $200 million of total net assets of the Trusts,
. 11 Basis Points on the next $800 million of total net assets of the Trusts,
. 7 Basis Points on the next $2 billion of total net assets of the Trusts,and
. 5 Basis Points on total net assets of the Trusts in excess of $3 billion.
A minimum annual fee of $70,000 per Portfolio will apply.
All Portfolios will have an additional minimum annual charge of $20,000 per
Portfolio class of shares. However, there will be no extra charge for an
additional class of shares where the Portfolio's fees already exceed the minimum
applicable fee by $20,000.
These fees do not include out-of-pocket expenses, which under the terms of this
Agreement will be billed monthly and due upon billing.
A-1
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES
I. Financial and Tax Reporting
A. Prepare agreed upon management reports and Board of Trustees materials
such as unaudited financial statements and distribution summaries.
B. Report Trust performance to outside services as directed by Trust
management or UAMFSI.
C. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Trust's prospectus(es). Assist
UAMFSI in making final determinations of distribution amounts.
D. Estimate and recommend year-end dividend and capital gain
distributions necessary to establish the Portfolio'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 Trust's public accountants or other professionals,
prepare and file Trust'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 Trust's Form N-SAR with the SEC.
G. Prepare and coordinate printing of Trust's Semiannual and Annual
Reports to Shareholders.
H. Notify shareholders as to what portion, if any, of the distributions
made by the Trust'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 to whom the Trust paid more than $600 during the year).
J. Prepare and file California State Expense Limitation Report, if
applicable.
K. Provide financial information for Trust proxies and prospectuses
(Expense Table).
B-1
II. Portfolio Compliance
A. Assist with monitoring each Portfolio'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 Trust's investment adviser or investment manager.
B. Assist with monitoring each Portfolio'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)
and provide reports regarding such compliance although primary
responsibility for such compliance shall remain with the Trust's
investment adviser or investment manager.
C. 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 Trust's
investment adviser or investment manager.
D. Mail quarterly requests for "Securities Transaction Reports" to the
Trust's "access persons" under the terms of the Trust's Code of Ethics
and SEC regulations.
III. Regulatory Affairs and Corporate Governance
A. Prepare and file all state registrations of the Trust's securities
including annual renewals, registering new Portfolios, preparing and
filing sales reports, filing copies of the registration statement and
final prospectus and statement of additional information, and
increasing registered amounts of securities in individual states.
B. Prepare and file Rule 24f-2 Notice.
C. File copies of financial reports to shareholders with the SEC under
Rule 30b2-1.
IV. General Administration
A. Furnish officers of the Trust, subject to reasonable UAMFSI and Board
approval.
B. Prepare Trust or Portfolio expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage
of Trust's average daily net assets (advisory and administrative fees)
and expenses based on actual charges annualized and accrued daily
(audit fees, registration fees, trustees' fees, etc.).
B-2
C. For new Portfolios, obtain Employer or Taxpayer Identification Number
and CUSIP numbers. Estimate organizational costs and expenses and
monitor against actual disbursements.
D. Assist with any regulatory examinations and yearly audits by
independent accountants.
B-3
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
GENERAL DESCRIPTION OF FUND ACCOUNTING SERVICES
I. General Description
Chase shall provide the following accounting services to the Trust:
A. Maintenance of the books and records and accounting controls for the
Trust's assets, including records of all securities transactions;
B. Calculation of each Portfolio's Net Asset Value in accordance with
the prospectus and once the Portfolio meets eligibility
requirements, transmission to NASDAQ and to such other entities as
directed by the Trust and/or UAMFSI;
C. Accounting for dividends and interest received and distributions
made by the Trust;
D. Production of transaction data, financial reports and such other
periodic and special reports as UAMFSI and/or the Board may
reasonably request;
E. Liaison with the Trust's independent auditors; and
F. A listing of reports that will be available to UAMFSI and the Trust
is included below.
II. Domestic 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
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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
3. Interest Accrual Report
4. Dividend Accrual Report
E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
III. International 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
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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 Fund 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
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE D
GENERAL DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency
services Chase shall provide to the Trust.
A. Shareholder Recordkeeping. Maintain records showing for each
Trust shareholder the following: (i) name, address, appropriate
tax certification and tax identifying number; (ii) number of
shares of each Portfolio and/or Class; (iii) historical
information including, but not limited to, dividends paid and
date and price of all transactions, including individual
purchases and redemptions, with 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 common
stock of each Portfolio and/or Class and notify the Trust in
case any proposed issue of shares by the Trust shall result in
an over-issue as identified by Section 8-104(2) of the Uniform
Commercial Code and in case any issue would result in such an
over-issue, shall refuse to countersign and issue, and/or
credit, said shares. Except as specifically agreed in writing
between Chase and the Trust, 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 Trust in accordance with the Trust's current prospectus,
including electronic transmissions, which the Trust acknowledges
it has authorized. Upon receipt of any check or other payment
for purchase of shares of the Trust 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 Trust, and notify
the Trust of such determination and deposit, such notification
to be given on a daily basis of the total amounts determined and
deposited to the Trust's custodian bank account during such day.
Chase shall then credit the share account of the investor with
the number of Trust shares to be purchased according to the
price of the Trust's shares in effect for purchases made on the
date such payment is received by Chase, as set forth in the
Trust's current prospectus and shall promptly mail a
confirmation of said purchase to the investor, all subject to
any instructions which the Trust 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 Chase, which is deemed not in good order by Chase,
will be rejected immediately.
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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 Trust, Chase shall on each
business day notify the Trust 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, Chase shall notify the Custodian, subject to instructions from
the Trust, to transfer monies to such account as designated by Chase for
such payment to the redeeming shareholder of the applicable redemption
or repurchase price; and (iii) if any such certificate or request for
redemption or 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 Portfolio's
price next determined after receipt of documents complying with said
standards or, at such other time as the Trust shall so direct.
E. Telephone Orders. Process redemptions, exchanges and transfers of Trust
shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in the Trust's current
prospectus. Chase shall be permitted to redeem, exchange and/or
transfer Trust 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 Trust's
shareholder records maintained by Chase pursuant to instructions
received from the transferor in good form, 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
Trust to its shareholders promptly following the delivery by the Trust
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 Trust on the progress of such tabulation, and
provide the Trust with inspectors of election at any meeting of
shareholders.
I. Share Certificates. If a shareholder of the Trust requests a
certificate representing his shares, Chase as Transfer Agent, will
countersign and mail, a share certificate to the investor at his/her
address as it appears on the Trust's transfer books. Chase shall
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supply, at the expense of the Trust a supply of blank share
certificates. The certificates shall be properly signed, manually or by
facsimile, as authorized by the Trust, and shall bear the Trust's seal
or facsimile; and notwithstanding the death, resignation or removal of
any officers of the Trust authorized to sign certificates, Chase may,
until otherwise directed by the Trust, 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, returning the
check to the investor, or redeeming appropriate shares as Chase may, at
its discretion, deem appropriate and notify the Trust of such action, or
as the Trust may instruct. However, the Trust 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 Trust assets shall be subject to the escheatment laws
of the Commonwealth of Massachusetts, including those which relate to
reciprocal agreements with other states.
N. Dividend Disbursing. Chase will serve as the Trust's dividend
disbursing agent. Chase will prepare and mail checks, place wire
transfers and credit income and capital gain payments to shareholders.
UAMFSI and/or the Trust 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
Trust'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 Trust 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.
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