MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
. FUND ADMINISTRATION SERVICES
. FUND ACCOUNTING SERVICES
. TRANSFER AGENCY SERVICES
CHASE GLOBAL FUNDS SERVICES COMPANY
SEPTEMBER 16, 1996
MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
TABLE OF CONTENTS
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SECTION PAGE
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1. APPOINTMENT............................................................. 1
2. REPRESENTATIONS AND WARRANTIES.......................................... 2
3. DELIVERY OF DOCUMENTS................................................... 4
4. SERVICES PROVIDED....................................................... 5
5. FEES AND EXPENSES....................................................... 6
6. DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY.................... 8
7. CONFIDENTIALITY......................................................... 12
8. TERM.................................................................... 12
9. NOTICES................................................................. 13
10. WAIVER.................................................................. 13
11. FORCE MAJEURE........................................................... 14
12. AMENDMENTS.............................................................. 14
13. SEVERABILITY............................................................ 14
14. ASSIGNABILITY........................................................... 14
15. HEADINGS................................................................ 14
16. GOVERNING LAW........................................................... 14
Signatures................................................................... 15
MUTUAL FUNDS SUB-ADMINISTRATION 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
Schedule E -- MSAM Portfolios............................................... E-1
MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
AGREEMENT made as of September 16, 1996 by and between XXXXXX XXXXXXX ASSET
MANAGEMENT INC. ("MSAM") a Delaware corporation, and CHASE GLOBAL FUNDS SERVICES
COMPANY ("Chase"), a Delaware corporation.
WITNESSETH:
WHEREAS, The Xxxxxx Xxxxxxx Universal Funds, Inc. (the "Fund") is
registered as a no-load, open-end management investment company, with
diversified and nondiversified series of shares (each, a "portfolio"), under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, MSAM is responsible for the provision of certain transfer agent,
fund accounting and administration services to certain portfolios (the "MSAM
Portfolios") of the Fund listed on Schedule E pursuant to the Agreement between
MSAM and the Fund dated as of September 16, 1996 (the "MSAM Administration
Agreement"); and
WHEREAS, MSAM wishes to retain Chase to provide certain transfer agent,
fund accounting and administration services with respect to the MSAM Portfolios
of the Fund, and Chase is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. MSAM hereby appoints Chase to provide services for the
Fund, as described hereinafter, subject to the supervision of MSAM and the Board
of Directors of the Fund (the "Board"), for the period and on the terms set
forth in this Agreement. Chase
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accepts such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Section 5 of and Schedule A to this
Agreement.
2. REPRESENTATIONS AND WARRANTIES.
(a) Chase represents and warrants to MSAM that:
(i) Chase is a corporation, duly organized and existing
under the laws of the State of Delaware;
(ii) Chase is duly qualified to carry on its business in the
Commonwealth of Massachusetts;
(iii) Chase is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into and perform this Agreement;
(iv) all requisite corporate proceedings have been taken to
authorize Chase to enter into and perform this Agreement;
(v) Chase has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
(vi) no legal or administrative proceedings have been
instituted or threatened which would impair Chase's ability to perform its
duties and obligations under this Agreement; and
(vii) Chase's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of Chase or any law or regulation applicable to Chase;
(b) MSAM represents and warrants to Chase that:
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(i) the Fund is a Maryland corporation, duly organized and
existing and in good standing under the laws of Maryland;
(ii) MSAM 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 by the Fund to
authorize MSAM 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 MSAM'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
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(vii) MSAM's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of MSAM or the Fund or any law or regulation applicable to it.
3. DELIVERY OF DOCUMENTS. MSAM will promptly furnish to Chase such
copies, properly certified or authenticated, of contracts, documents and other
related information that Chase may request or requires to properly discharge its
duties. Such documents may include but are not limited to the following:
(a) Resolutions of the Board authorizing the appointment of MSAM and
Chase to provide certain services to the Fund and approving this Agreement;
(b) The Fund's Charter Document;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as
amended, on Form N-1A (the "Registration Statement") under the 1933 Act and the
1940 Act, as filed with the SEC;
(f) Copies of the Investment Advisory Agreement between the Fund and
MSAM (the "Advisory Agreement");
(g) Copy of the Administration Agreement between MSAM and the Fund;
(h) Opinions of counsel and auditors' reports;
(i) 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
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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 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 MSAM and the Board and in compliance with
the objectives, policies and limitations set forth in the Fund's Registration
Statement, Charter Document and By-Laws; applicable laws and regulations; and
all resolutions and policies implemented by the Board:
(i) Fund Administration,
(ii) Fund Accounting, and
(iii) Transfer Agency.
A general description of each of the above services is contained in Schedules B,
C and D, respectively, to this Agreement.
(b) Chase will also:
(i) provide office facilities with respect to the provision
of the services contemplated herein (which may be in the offices of Chase or a
corporate affiliate of Chase);
(ii) provide the services of individuals to serve as officers
of the Fund who will be designated by Chase and elected by the Board subject to
reasonable Board approval;
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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 are
necessary or desirable for provision of the services contemplated herein; and
(v) keep records relating to the services contemplated
herein in such form and manner as Chase may deem appropriate or advisable. To
the extent required by Section 31 of the 1940 Act and the rules thereunder,
Chase agrees that all such records prepared or maintained by Chase relating to
the services provided hereunder are the property of the Fund and will be
preserved for the periods prescribed under Rule 31a-2 under the 1940 Act,
maintained at the Fund's expense, and made available in accordance with such
Section and rules.
5. FEES AND EXPENSES.
(a) As compensation for the services rendered to MSAM and the Fund
pursuant to this Agreement, MSAM shall pay Chase monthly fees determined as set
forth in Schedule A to this Agreement. Such fees are to be billed monthly and
shall be due and payable upon receipt of the invoice. Upon any termination of
the provision of services under this Agreement before the end of any month, the
fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full monthly period and
shall be payable upon the date of such termination.
(b) For the purpose of determining fees calculated as a function of
the Fund's assets, the value of the Fund's assets and net assets shall be
computed as required by its currently effective Prospectus, generally accepted
accounting principles, and resolutions of the Board.
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(c) MSAM may request additional services, additional processing, or
special reports which are not contemplated in this Agreement, and will provide
such specifications and requirements documentation as may be reasonably required
by Chase. If Chase elects to provide such services or arranges for such
services to be provided, it shall be entitled to additional fees and expenses as
its customary rates and charges as agreed upon by the parties.
(d) Chase will bear its own expenses in connection with the
performance of the services under this Agreement except as provided herein or as
agreed to by the parties. MSAM agrees to promptly reimburse Chase for any
services, equipment or supplies ordered by or for MSAM or the Fund through Chase
and for any other expenses that Chase may incur on MSAM's or the Fund's behalf
at MSAM's or the Fund's request or as consented to by MSAM or the Fund. Such
other expenses to be incurred in the operation of the Fund and to be borne by
MSAM, include, but are not limited to: taxes; interest; brokerage fees and
commissions; salaries and fees of officers and directors who are not officers,
directors, shareholders or employees of Chase, or MSAM or the Fund's
distributor; SEC and state Blue Sky registration and qualification fees, levies,
fines and other charges; XXXXX filing fees, processing services and related
fees; postage and mailing costs; costs of share certificates; advisory and
administration fees; charges and expenses of pricing and data services,
independent public accountants and custodians; insurance premiums including
fidelity bond premiums; legal expenses; consulting fees; customary bank charges
and fees; costs of maintenance of corporate existence; expenses of typesetting
and printing of Prospectuses for regulatory purposes and for distribution to
current shareholders of the Fund (the Fund's distributor to bear the expense of
all other printing, production, and distribution of Prospectuses, and marketing
materials); expenses of printing and
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production costs of shareholders' reports and proxy statements and materials;
expenses of proxy solicitation, proxy tabulation and annual meetings; costs and
expenses of Fund stationery and forms; costs and expenses of special telephone
and data lines and devices; costs associated with corporate, shareholder, and
Board meetings; trade association dues and expenses; reprocessing costs to Chase
caused by third party errors; and any extraordinary expenses and other customary
Fund expenses. In addition, Chase may utilize one or more independent pricing
services to obtain securities prices and to act as backup to the primary pricing
services in connection with determining the net asset values of the Fund. MSAM
will reimburse Chase for the Fund's share of the cost of such services based
upon the actual usage by the Fund of the services for the benefit of the Fund.
(e) All fees, out-of-pocket expenses, or additional charges of Chase
shall be billed on a monthly basis and shall be due and payable upon receipt of
the invoice.
(f) In the event that MSAM is more than ninety (90) 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. MSAM 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.
6. DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY.
(a) In the performance of its duties hereunder, Chase shall be
obligated, as applicable, to exercise the due care and diligence of a mutual
fund administrator, mutual fund accountant and mutual fund transfer agent in
providing the services called for in this Agreement,
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including the services referenced in Section 4 of this Agreement, and in all
events shall act in good faith in performing the services provided for under
this Agreement.
(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 part
in the performance of its duties or from reckless disregard by Chase of its
obligations and duties under this Agreement.
(c) Subject to Section 6(a) and 6(b) above, Chase shall not be
responsible for, and MSAM shall indemnify and hold Chase harmless from and
against, any and all losses, damages, costs, reasonable attorneys' fees and
expenses, payments, expenses and liabilities incurred by Chase, any of its
agents, or MSAM's or the Fund's agents in the performance of its/their duties
hereunder, including but not limited to those arising out of or attributable to:
(i) any and all actions of Chase or its officers or agents
required to be taken pursuant to this Agreement;
(ii) the reliance on or use by Chase or its officers or
agents of information, records, or documents which are received by Chase or its
officers or agents and furnished to them by or on behalf of MSAM or the Fund,
and which have been prepared or maintained by MSAM or the Fund or any third
party on behalf of MSAM or the Fund;
(iii) MSAM's or the Fund's refusal or failure to comply with
the terms of this Agreement or MSAM's or the Fund's lack of good faith, or
its/their actions, or lack thereof, involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of MSAM
hereunder;
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(v) the taping or other form of recording of telephone
conversations or other forms of electronic communications with investors and
shareholders, or reasonable 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 MSAM or the Fund or recognition by Chase of any share
certificates which are reasonably believed to bear the proper signatures of the
officers of the Fund and the proper countersignature of any transfer agent or
registrar of the Fund;
(vii) any delays, inaccuracies, errors in or omissions from
information or data provided to Chase by data, corporate action pricing services
or securities brokers and dealers;
(viii) the offer or sale of shares by the Fund in violation of
any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop order
or other determination or ruling by any Federal agency or any state agency with
respect to the offer or sale of such shares in such state (1) resulting from
activities, actions, or omissions by the Fund or its service providers and
agents other than Chase, or (2) existing or arising out of activities, actions
or omissions by or on behalf of the Fund prior to the effective date of this
Agreement;
(ix) any failure of the Fund's registration statement to
comply with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and any other
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applicable laws, or any untrue statement of a material fact or omission of a
material fact necessary to make any statement therein not misleading in a Fund's
prospectus;
(x) the failure of MSAM or the Fund and its distributor to
comply with applicable securities, tax, commodities and other laws, rules and
regulations, and
(xi) all actions, inactions, omissions, or errors caused by
or resulting from the willful misfeasance, bad faith or negligence of third
parties to whom Chase, MSAM or the Fund has assigned any rights and/or delegated
any duties under this Agreement at the request of or as required by MSAM or by
the Fund or its distributor, provided that each of such third parties was chosen
by MSAM or by the Fund or its distributor.
(d) 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 MSAM, the Fund and their custodians,
officers and directors, investors, agents and other service providers which
Chase reasonably believes to be genuine, valid and authorized, and shall be
indemnified by MSAM for any loss or expense caused by such reasonable reliance.
(e) Chase shall indemnify and hold MSAM and/or the Fund harmless
from and against any and all losses, damages, costs, charges, reasonable
attorneys' fees and expenses, payments, expenses and liabilities arising out of
or attributable to Chase's refusal or failure to comply with the material terms
of this Agreement; Chase's breach of any material representation made by it
herein; or Chase's lack of good faith, or acts involving negligence, willful
misfeasance or reckless disregard of its duties under this Agreement.
7. CONFIDENTIALITY. Chase agrees to treat confidentially all records and
other information relative to the Fund's prior, present or potential
shareholders, and to not use such
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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 MSAM and
obtaining approval in writing from MSAM, which approval shall not be
unreasonably withheld. Waivers of confidentiality are automatically effective
without further action by Chase 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 with respect to Internal Revenue
Service levies, subpoenas and similar actions, or with respect to requests by
the Fund.
8. 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 90 days' prior written notice. Upon
termination of this Agreement, MSAM 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 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 MSAM:
Xxxxxx Xxxxxxx Asset Management Inc.
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0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Xx.
Fax: 000-000-0000
If to Chase:
Chase Global Funds Services Company
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx, Esq.
Fax: 000-000-0000
10. 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.
11. FORCE MAJEURE. Chase shall not be responsible or liable for any harm,
loss or damage suffered by MSAM or the Fund, its investors, or other third
parties or for any failure or delay in performance of Chase's obligations under
this Agreement arising out of or caused, directly or indirectly, by
circumstances beyond Chase's control. In the event of a force majeure, any
resulting harm, loss, damage, failure or delay by Chase will not give MSAM the
right to terminate this Agreement.
12. 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.
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13. 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.
14. ASSIGNABILITY. This Agreement shall not be assigned by any of the
parties hereto without the prior consent in writing of the other party.
15. HEADINGS. All section headings contained in this Agreement are for
convenience of reference only, do not form a part of this Agreement and shall
not affect in any way the meaning or interpretation of this Agreement.
16. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND THE SUBSTANTIVE
PROVISIONS HEREOF INTERPRETED UNDER AND IN ACCORDANCE WITH LAWS OF THE STATE OF
NEW YORK.
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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.
XXXXXX XXXXXXX ASSET
MANAGEMENT INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxx X. Xxxxx
Title: Principal
CHASE GLOBAL FUNDS
SERVICES COMPANY
By: /s/ W. Xxxxxx Xxx
-------------------
Name: W. Xxxxxx Xxx
Title: President
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MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
SCHEDULE A
FEES AND EXPENSES
FUND ADMINISTRATION AND ACCOUNTING FEES
A. For the services rendered under this Agreement, MSAM shall pay to Chase an
annual fee based on the following schedule:
7 basis points on the first $500 million in total assets, plus
6 basis points on the next $500 million to $1 billion in total assets, plus
4 basis points on the next $1 billion to $5 billion in total assets, plus
2 basis points on the total assets in excess of $5 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 portfolio, per month will be as follows:
Zero for the first three months,
$2,083 for the next 6 months,
$4,167 for the next 6 months,
$6,250 after 15 months.
C. Out-of-pocket expenses, including but not limited to those in Section 5(d),
will be computed and billed by Chase and payable monthly by MSAM.
A-1
MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES
I. FINANCIAL AND TAX REPORTING
A. Prepare management reports and Board materials, such as unaudited
financial statements and summaries of dividends and distributions.
B. Report Fund performance to outside services as directed by Fund
management.
C. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's prospectus(es). Assist
Fund management in making final determinations of distribution
amounts.
D. Estimate and recommend year-end dividend and capital gain
distributions necessary to establish Fund's status as a regulated
investment company ("RIC") under Section 4982 of the Internal Revenue
Code of 1986, as amended (the "Code") regarding minimum distribution
requirements.
E. Working with the Fund's public accountants or other professionals,
prepare and file Fund's Federal tax return on Form 1120-RIC along with
all state and local tax returns where applicable. Prepare and file
Federal Excise Tax Return (Form 8613).
F. Prepare and file Fund's Semi-Annual and Annual Reports on Form N-SAR
with the SEC.
G. Prepare and coordinate printing of Fund's Semi-Annual and Annual
Reports to Shareholders.
H. In conjunction with transfer agent, notify shareholders as to what
portion, if any, of the distributions made by the Fund 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.,
Directors) to whom the Fund paid more than $600 during the year.
J. Prepare and file California State Expense Limitation Report, if
applicable.
B-1
K. Provide financial information for Fund proxies and prospectuses
(Expense Table).
II. PORTFOLIO COMPLIANCE
A. Assist with monitoring each Investment Fund's compliance with
investment restrictions (e.g., issuer or industry diversification,
etc.) listed in the current prospectus(es) and Statement(s) of
Additional Information, although primary responsibility for such
compliance shall remain with the Fund's investment adviser or
investment manager.
B. Assist with monitoring compliance of each portfolio of the Fund 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 each Fund's compliance with the requirements of Section 817(h) of
the Code (i.e., Diversification), although primary responsibility for
such compliance shall remain with the Fund'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 Fund's
investment adviser or investment manager.
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.
III. REGULATORY AFFAIRS AND CORPORATE GOVERNANCE
A. Prepare and file post-effective amendments to the Fund's registration
statement and supplements as needed.
B. Prepare and file proxy materials and administer shareholder meetings.
C. Prepare and file all state registrations of the Fund's securities
including annual renewals; registering new funds, portfolios, or
classes; preparing and filing sales reports; filing copies of the
registration statement, prospectus and statement of additional
information; and increasing registered amounts of securities in
individual states.
D. Prepare Board materials for Board meetings.
B-2
E. Prepare and file with the SEC Rule 24f-2 Notices (and similar state
filings, if required by the states). Chase shall not be responsible for
preparing any legal opinions required in connection with Rule 24f-2
Notices.
F. Assist with the review and monitoring of fidelity bond and errors and
omissions insurance coverage and the submission of any related
regulatory filings.
G. Prepare and update documents such as charter document, by-laws, and
foreign qualification filings.
H. Provide support with respect to routine regulatory examinations or
investigations of the Fund.
I. File copies of financial reports to shareholders with the SEC under
Rule 30b2-1.
IV. GENERAL ADMINISTRATION
A. Furnish certain officers of the Fund, subject to reasonable Board
approval.
B. Prepare fund, portfolio or class expense projections, establish
accruals and review on a periodic basis, including expenses based on a
percentage of average daily net assets (advisory and administrative
fees) and expenses based on actual charges annualized and accrued
daily (audit fees, registration fees, directors' fees, etc.).
C. For new funds, portfolios and classes, obtain Employer or Taxpayer
Identification Number and CUSIP numbers, as necessary. Estimate
organizational costs and expenses and monitor against actual
disbursements.
D. Coordinate all communications and data collection with regard to any
regulatory examinations and yearly audits by independent accountants.
B-3
MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
SCHEDULE C
DESCRIPTION OF FUND ACCOUNTING SERVICES
I. GENERAL DESCRIPTION
Chase shall provide the following accounting services to the Fund:
A. Maintenance of the books and records for the Fund's assets, including
records of all securities transactions.
B. Calculation of each funds', portfolios' or classes' Net Asset Value in
accordance with the Prospectus and Statement of Additional
Information, and after the fund, portfolio or class meets eligibility
requirements, transmission to NASDAQ and to such other entities,
including insurance companies which have entered into a Participation
Agreement with the Fund with respect to one or more portfolio(s), as
directed by the Fund.
C. Accounting for dividends and interest received and distributions made
by the Fund.
D. Coordinate with the Fund's independent auditors with respect to the
annual audit, and as otherwise requested by the Fund.
E. Production of transaction data, financial reports and such other
periodic and special reports that the Board may reasonably request.
F. Reconcile records with the Fund's custodian and depository banks.
II. DOMESTIC FUND ACCOUNTING DAILY REPORTS
Chase will supply MSAM with the following reports on a daily basis:
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report
C-1
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 Percentage 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
Chase will supply MSAM with the following reports on a daily basis:
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-2
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 Percentage 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 FUND ACCOUNTING REPORTS
Chase will provide MSAM with the following reports on a monthly basis.
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
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10. SEC Yield Calculation Worksheet
B. International Reports
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report
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MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
SCHEDULE D
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services
Chase shall provide to the Fund.
A. SHAREHOLDER RECORDKEEPING. Maintain records showing for each Fund
shareholder the following: (i) name, address, appropriate tax
certification and tax identifying number; (ii) number of shares of
each fund, portfolio or class; (iii) historical information including,
but not limited to, dividends paid, date and price of all transactions
including individual purchases and redemptions, based upon appropriate
supporting documents; and (iv) any dividend reinvestment order,
application, specific address, payment and processing instructions and
correspondence relating to the current maintenance of the account.
B. SHAREHOLDER ISSUANCE. Record the issuance of shares of each fund,
portfolio or class. Except as specifically agreed in writing between
Chase and the Fund, Chase shall have no obligation when countersigning
and issuing and/or crediting shares to take cognizance of any other
laws relating to the issue and sale of such shares except insofar as
policies and procedures of the Stock Transfer Association recognize
such laws.
C. TRANSFER, PURCHASE AND REDEMPTION ORDERS. Process all orders for the
transfer, purchase and redemption of shares of the Fund in accordance
with the Fund's current registration statement and customary transfer
agency policies and procedures, including electronic transmissions
which the Fund acknowledges it has authorized in accordance with the
terms of any Participation Agreement between the Fund and an insurance
company, or in accordance with any instructions of the Fund or its
agents which Chase reasonably believes to be authorized.
D. SHAREHOLDER COMMUNICATIONS. Transmit all communications by the Fund
to its shareholders promptly following the delivery by the Fund of the
material to be transmitted by mail, telephone, courier service or
electronically.
E. PROXY MATERIALS. Assist with the mailing or transmission of proxy
materials, tabulating votes, and compiling and certifying voting
results. Services may include the provision of inspectors of election
at any meeting of shareholders.
F. SHARE CERTIFICATES. If permitted by Fund policies, and if a
shareholder of the Fund requests a certificate representing shares,
Chase as Transfer Agent, will
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countersign and mail a share certificate to the investor at his/her
address as it appears on the Fund's shareholder records.
G. RETURNED CHECKS. In the event that any check or other negotiable
instrument for the payment of shares is returned unpaid for any
reason, Chase will take such steps as Chase may, in its discretion,
deem appropriate and notify the Fund of such action. However, the
Fund remains ultimately liable for any returned checks or negotiable
instruments of its shareholders.
H. SHAREHOLDER CORRESPONDENCE. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such other
shareholder correspondence as may from time to time be mutually agreed
upon.
I. TAX REPORTING. Chase shall issue appropriate shareholder tax forms as
required.
J. DIVIDEND DISBURSING. Chase will prepare and mail checks, place wire
transfers or credit income and capital gain payments to shareholders.
The Fund will advise Chase of the declaration of any dividend or
distribution and the record and payable date thereof at least five (5)
days prior to the record date. Chase will, on or before the payment
date of any such dividend or distribution, notify the Fund's Custodian
of the estimated amount required to pay any portion of such dividend
or distribution payable in cash, and on or before the payment date of
such distribution, the Fund will instruct its Custodian to make
available to Chase sufficient funds for the cash amount to be paid
out. If a shareholder is entitled to receive additional shares by
virtue of any such distribution or dividend, appropriate credits will
be made to each shareholder's account.
K. ESCHEATMENT. Chase shall provide escheatment services only with
respect to the escheatment laws of the Commonwealth of Massachusetts,
including those which relate to reciprocal agreements with other
states.
L. TELEPHONE SERVICES. Chase will provide staff coverage, training and
supervision in connection with the Fund's telephone line for
shareholder inquiries, and will respond to inquiries concerning
shareholder records, transactions processed by Chase, procedures to
effect the shareholder records and inquiries of a general nature
relative to shareholder services. All other telephone calls will be
referred to the Fund, as appropriate.
M. FULFILLMENT SERVICES. As directed by the Fund, MSAM or the Fund's
distributor, or upon the request of prospective shareholders either by
telephone or in writing, Chase will mail reasonable quantities of
prospectuses, applications to purchase shares, and other information
normally sent to prospective shareholders.
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MUTUAL FUNDS SUB-ADMINISTRATION AGREEMENT
SCHEDULE E
MSAM PORTFOLIOS
1. Money Market
2. Growth
3. U.S. Real Estate
4. Emerging Markets Debt
5. Global Equity
6. International Magnum
7. Emerging Markets Equity
8. Asian Equity
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