Exhibit h(3)(a)
AGENCY AGREEMENT
AGREEMENT dated the 13th day of November, 2000, by and between VALUE EQUITY
TRUST, a Massachusetts business trust ("Fund"), and ▇▇▇▇▇▇ SERVICE COMPANY, a
Delaware corporation ("Service Company").
WHEREAS, Fund wants to appoint Service Company as Transfer Agent and Dividend
Disbursing Agent, and Service Company wants to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Documents to be Filed with Appointment.
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In connection with the appointment of Service Company as
Transfer Agent and Dividend Disbursing Agent for Fund, there
will be filed with Service Company the following documents:
A. A certified copy of the resolutions of the Board of
Trustees of Fund appointing Service Company as
Transfer Agent and Dividend Disbursing Agent,
approving the form of this Agreement, and designating
certain persons to give written instructions and
requests on behalf of Fund.
B. A certified copy of the Agreement and Declaration
of Trust of Fund and any amendments thereto.
C. A certified copy of the Bylaws of Fund.
D. Copies of Registration Statements filed with the
Securities and Exchange Commission.
E. Specimens of all forms of outstanding share
certificates as approved by the Board of Trustees
of Fund, with a certificate of the Secretary of Fund
as to such approval.
F. Specimens of the signatures of the officers of Fund
authorized to sign share certificates and individuals
authorized to sign written instructions and requests
on behalf of Fund.
G. An opinion of counsel for Fund:
(1) With respect to Fund's organization and
existence under the laws of The
Commonwealth of Massachusetts.
(2) With respect to the status of all shares of
Fund covered by this appointment under the
Securities Act of 1933, and any other
applicable federal or state statute.
(3) To the effect that all issued shares are,
and all unissued shares will be when issued,
validly issued, fully paid and
non-assessable.
2. Certain Representations and Warranties of Service Company.
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Service Company represents and warrants to Fund that:
A. It is a corporation duly organized and existing and
in good standing under the laws of the State of
Delaware.
B. It is duly qualified to carry on its business in the
State of Missouri.
C. It is empowered under applicable laws and by its
Certificate of Incorporation and Bylaws to enter into
and perform the services contemplated in this
Agreement.
D. All requisite corporate action has been taken to
authorize it to enter into and perform this
Agreement.
E. It has and will continue to have and maintain the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement.
F. It is, and will continue to be, registered as a
transfer agent under the Securities Exchange Act
of 1934.
3. Certain Representations and Warranties of Fund. Fund
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represents and warrants to Service Company that:
A. It is a business trust duly organized and existing
and in good standing under the laws of The
Commonwealth of Massachusetts.
B. It is an investment company registered under the
Investment Company Act of 1940.
C. A registration statement under the Securities Act of
1933 has been filed and will be effective with
respect to all shares of Fund being offered for sale
at any time and from time to time.
D. All requisite steps have been or will be taken to
register Fund's shares for sale in all applicable
states, including the District of Columbia.
E. Fund and its Trustees are empowered under applicable
laws and by the Fund's Agreement and Declaration of
Trust and Bylaws to enter into and perform this
Agreement.
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4. Scope of Appointment.
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A. Subject to the conditions set forth in this Agreement,
Fund hereby employs and appoints Service Company as Transfer
Agent and Dividend Disbursing Agent effective the date
hereof.
B. Service Company hereby accepts such employment and
appointment and agrees that it will act as Fund's Transfer
Agent and Dividend Disbursing Agent. Service Company agrees
that it will also act as agent in connection with Fund's
periodic withdrawal payment accounts and other open-account
or similar plans for shareholders, if any.
C. Service Company agrees to provide the necessary
facilities, equipment and personnel to perform its duties
and obligations hereunder in accordance with industry
practice.
D. Fund agrees to use all reasonable efforts to deliver to
Service Company in Kansas City, Missouri, as soon as they
are available, all its shareholder account records.
E. Subject to the provisions of Sections 20 and 21 hereof,
Service Company agrees that it will perform all the usual
and ordinary services of Transfer Agent and Dividend
Disbursing Agent and as agent for the various shareholder
accounts, including, without limitation, the following:
issuing, transferring and cancelling share certificates,
maintaining all shareholder accounts, preparing shareholder
meeting lists, mailing proxies, receiving and tabulating
proxies, mailing shareholder reports and prospectuses,
withholding federal income taxes, preparing and mailing
checks for disbursement of income and capital gains
dividends, preparing and filing all required U.S. Treasury
Department information returns for all shareholders,
preparing and mailing confirmation forms to shareholders and
dealers with respect to all purchases and liquidations of
Fund shares and other transactions in shareholder accounts
for which confirmations are required, recording
reinvestments of dividends and distributions in Fund shares,
recording redemptions of Fund shares and preparing and
mailing checks for payments upon redemption and for
disbursements to systematic withdrawal plan shareholders.
5. Compensation and Expenses.
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A. In consideration for the services provided hereunder by
Service Company as Transfer Agent and Dividend Disbursing
Agent, Fund will pay to Service Company from time to time
compensation as agreed upon for all services rendered as
Agent, and also all its reasonable out-of-pocket expenses
and other disbursements incurred in connection with the
agency. Such compensation will be set forth in a separate
schedule to be agreed to by Fund and Service Company. The
initial agreement regarding
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compensation is attached as Exhibit A.
B. Fund agrees to promptly reimburse Service Company for all
reasonable out-of-pocket expenses or advances incurred by
Service Company in connection with the performance of
services under this Agreement including, but not limited to,
postage (and first class mail insurance in connection with
mailing share certificates), envelopes, check forms,
continuous forms, forms for reports and statements,
stationery, and other similar items, telephone and telegraph
charges incurred in answering inquiries from dealers or
shareholders, microfilm used each year to record the
previous year's transactions in shareholder accounts and
computer tapes used for permanent storage of records and
cost of insertion of materials in mailing envelopes by
outside firms. Service Company may, at its option, arrange
to have various service providers submit invoices directly
to Fund for payment of out-of-pocket expenses reimbursable
hereunder.
C. Service Company shall be contractually bound hereunder by
the terms of any publicly announced fee cap or waiver of its
fee or by the terms of any written document provided to the
Board of Trustees of Fund announcing a fee cap or waiver of
its fee, or any limitation of Fund's expenses, as if such
fee cap, fee waiver or expense limitation were fully set
forth herein.
Except as provided herein, the terms and provisions of the Agreement shall
remain in full force and effect without amendment.
6. Efficient Operation of Service Company System.
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A. In connection with the performance of its services under
this Agreement, Service Company is responsible for the
accurate and efficient functioning of its system at all
times, including:
(1) The accuracy of the entries in Service
Company's records reflecting purchase and
redemption orders and other instructions
received by Service Company from dealers,
shareholders, Fund or its principal
underwriter.
(2) The timely availability and the accuracy of
shareholder lists, shareholder account
verifications, confirmations and other
shareholder account information to be
produced from Service Company's records or
data.
(3) The accurate and timely issuance of dividend
and distribution checks in accordance with
instructions received from Fund.
(4) The accuracy of redemption transactions and
payments in accordance with redemption
instructions received from dealers,
shareholders or Fund or other authorized
persons.
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(5) The deposit daily in Fund's appropriate
special bank account of all checks and
payments received from dealers or
shareholders for investment in shares.
(6) The requiring of proper forms of
instructions, signatures and signature
guarantees and any necessary documents
supporting the rightfulness of transfers,
redemptions and other shareholder account
transactions, all in conformance with
Service Company's present procedures with
such changes as may be deemed reasonably
appropriate by Service Company or as may be
reasonably approved by or on behalf of Fund.
(7) The maintenance of a current duplicate set
of Fund's essential or required records, as
agreed upon from time to time by Fund and
Service Company, at a secure distant
location, in form available and usable
forthwith in the event of any breakdown or
disaster disrupting its main operation.
7. Indemnification.
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A. Fund shall indemnify and hold Service Company harmless
from and against any and all claims, actions, suits, losses,
damages, costs, charges, counsel fees, payments, expenses
and liabilities arising out of or attributable to any action
or omission by Service Company pursuant to this Agreement or
in connection with the agency relationship created by this
Agreement, provided that Service Company has acted in good
faith, without negligence and without willful misconduct.
B. Service Company shall indemnify and hold Fund harmless
from and against any and all claims, actions, suits, losses,
damages, costs, charges, counsel fees, payments, expenses
and liabilities arising out of or attributable to any action
or omission by Service Company pursuant to this Agreement or
in connection with the agency relationship created by this
Agreement, provided that Service Company has not acted in
good faith, without negligence and without willful
misconduct.
C. In order that the indemnification provisions contained in
this Section 7 shall apply, upon the assertion of a claim
for which either party (the "Indemnifying Party") may be
required to provide indemnification hereunder, the party
seeking indemnification (the "Indemnitee") shall promptly
notify the Indemnifying Party of such assertion, and shall
keep such party advised with respect to all developments
concerning such claim. The Indemnifying Party shall be
entitled to assume control of the defense and the
negotiations, if any, regarding settlement of the claim. If
the Indemnifying Party assumes control, the Indemnitee shall
have the option to participate in the defense and
negotiations of such claim at its own expense. The
Indemnitee shall in no event confess, admit to,
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compromise, or settle any claim for which the Indemnifying
Party may be required to indemnify it except with the prior
written consent of the Indemnifying Party, which shall not
be unreasonably withheld.
8. Certain Covenants of Service Company and Fund.
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A. All requisite steps will be taken by Fund f rom time to
time when and as necessary to register Fund's shares for
sale in all states in which Fund's shares shall at the time
be offered for sale and require registration. If at any time
Fund receives notice of any stop order or other proceeding
in any such state affecting such registration or the sale of
Fund's shares, or of any stop order or other proceeding
under the Federal securities laws affecting the sale of
Fund's shares, Fund will give prompt notice thereof to
Service Company.
B. Service Company hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to Fund for
safekeeping of share certificates, check forms, and
facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such
certificates, forms and devices. Further, Service Company
agrees to carry insurance, as specified in Exhibit B hereto,
with insurers reasonably acceptable to Fund and in minimum
amounts that are reasonably acceptable to Fund, which will
not be changed without the consent of Fund, which consent
shall not be unreasonably withheld, and which will be
expanded in coverage or increased in amounts from time to
time if and when reasonably requested by Fund. If Service
Company determines that it is unable to obtain any such
insurance upon commercially reasonable terms, it shall
promptly so advise Fund in writing. In such event, Fund
shall have the right to terminate this Agreement upon 30
days notice.
C. To the extent required by Section 31 of the Investment
Company Act of 1940 and Rules thereunder, Service Company
agrees that all records maintained by Service Company
relating to the services to be performed by Service Company
under this Agreement are the property of Fund and will be
preserved and will be surrendered promptly to Fund on
request.
D. Service Company agrees to furnish Fund semi-annual
reports of its financial condition, consisting of a balance
sheet, earnings statement and any other reasonably available
financial information reasonably requested by Fund. The
annual financial statements will be certified by Service
Company's certified public accountants.
E. Service Company represents and agrees that it will use
all reasonable efforts to keep current on the trends of the
investment company industry relating to shareholder services
and will use all reasonable efforts to continue to modernize
and improve its system without additional cost to Fund.
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F. Service Company will permit Fund and its authorized
representatives to make periodic inspections of its
operations at reasonable times during business hours.
G. If Service Company is prevented from complying, either
totally or in part, with any of the terms or provisions of
this Agreement, by reason of fire, flood, storm, strike,
lockout or other labor trouble, riot, war, rebellion,
accidents, acts of God, equipment, utility or transmission
failure or damage, and/or any other cause or casualty beyond
the reasonable control of Service Company, whether similar
to the foregoing matters or not, then, upon written notice
to Fund, the requirements of this Agreement that are
affected by such disability, to the extent so affected,
shall be suspended during the period of such disability;
provided, however, that Service Company shall make
reasonable effort to remove such disability as soon as
possible. During such period, Fund may seek alternate
sources of service without liability hereunder; and Service
Company will use all reasonable efforts to assist Fund to
obtain alternate sources of service. Service Company shall
have no liability to Fund for nonperformance because of the
reasons set forth in this Section 8.G; but if a disability
that, in Fund's reasonable belief, materially affects
Service Company's ability to perform its obligations under
this Agreement continues for a period of 30 days, then Fund
shall have the right to terminate this Agreement upon 10
days written notice to Service Company.
9. Adjustment.
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In case of any recapitalization, readjustment or other change
in the structure of Fund requiring a change in the form of
share certificates, Service Company will issue or register
certificates in the new form in exchange for, or in transfer
of, the outstanding certificates in the old form, upon
receiving the following:
A. Written instructions from an officer of Fund.
B. Certified copy of any amendment to the Agreement and
Declaration of Trust or other document effecting the
change.
C. Certified copy of any order or consent of each
governmental or regulatory authority required by law
for the issuance of the shares in the new form, and
an opinion of counsel that no order or consent of any
other government or regulatory authority is required.
D. Specimens of the new certificates in the form
approved by the Board of Trustees of Fund, with a
certificate of the Secretary of Fund as to such
approval.
E. Opinion of counsel for Fund:
(1) With respect to the status of the shares of
Fund in the new form under the Securities
Act of 1933, and any other applicable
federal
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or state laws.
(2) To the effect that the issued shares in the
new form are, and all unissued shares will
be when issued, validly issued, fully paid
and non-assessable.
10. Share Certificates.
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Fund will furnish Service Company with a sufficient supply of
blank share certificates and from time to time will renew such
supply upon the request of Service Company. Such certificates
will be signed manually or by facsimile signatures of the
officers of Fund authorized by law and Fund's Bylaws to sign
share certificates and, if required, will bear the trust seal
or facsimile thereof.
11. Death, Resignation or Removal of Signing Officer.
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Fund will file promptly with Service Company written notice of
any change in the officers authorized to sign share
certificates, written instructions or requests, together with
two signature cards bearing the specimen signature of each
newly authorized officer, all as certified by an appropriate
officer of Fund. In case any officer of Fund who will have
signed manually or whose facsimile signature will have been
affixed to blank share certificates will die, resign, or be
removed prior to the issuance of such certificates, Service
Company may issue or register such share certificates as the
share certificates of Fund notwithstanding such death,
resignation, or removal, until specifically directed to the
contrary by Fund in writing. In the absence of such direction,
Fund will file promptly with Service Company such approval,
adoption, or ratification as may be required by law.
12. Future Amendments of Agreement and Declaration of Trust and
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Bylaws.
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Fund will promptly file with Service Company copies of all
material amendments to its Agreement and Declaration of Trust
and Bylaws and Registration Statement made after the date of
this Agreement.
13. Instructions, Opinion of Counsel and Signatures.
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At any time Service Company may apply to any officer of Fund
for instructions, and may consult with legal counsel for Fund
at the expense of Fund, or with its own legal counsel at its
own expense, with respect to any matter arising in connection
with the agency; and it will not be liable for any action
taken or omitted by it in good faith in reliance upon such
instructions or upon the opinion of such counsel. Service
Company is authorized to act on the orders, directions or
instructions of such persons as the Board of Trustees of Fund
shall from time to time designate by resolution. Service
Company will be protected in acting upon any paper or
document, including any orders, directions or instructions,
reasonably believed by it to be genuine and to have been
signed by the proper person or persons; and Service Company
will not be held to have notice of any change of authority of
any person so authorized by Fund until receipt of written
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notice thereof from Fund. Service Company will also be
protected in recognizing share certificates that it reasonably
believes to bear the proper manual or facsimile signatures of
the officers of Fund, and the proper countersignature of any
former Transfer Agent or Registrar, or of a Co-Transfer Agent
or Co-Registrar.
14. Papers Subject to Approval of Counsel.
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The acceptance by Service Company of its appointment as
Transfer Agent and Dividend Disbursing Agent, and all
documents filed in connection with such appointment and
thereafter in connection with the agencies, will be subject to
the approval of legal counsel for Service Company, which
approval will not be unreasonably withheld.
15. Certification of Documents.
--------------------------
The required copy of the Agreement and Declaration of Trust of
Fund and copies of all amendments thereto will be certified by
the appropriate official of The Commonwealth of Massachusetts;
and if such Agreement and Declaration of Trust and amendments
are required by law to be also filed with a county, city or
other officer or official body, a certificate of such filing
will appear on the certified copy submitted to Service
Company. A copy of the order or consent of each governmental
or regulatory authority required by law for the issuance of
Fund shares will be certified by the Secretary or Clerk of
such governmental or regulatory authority, under proper seal
of such authority. The copy of the Bylaws and copies of all
amendments thereto and copies of resolutions of the Board of
Trustees of Fund will be certified by the Secretary or an
Assistant Secretary of Fund.
16. Records.
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Service Company will maintain customary records in connection
with its agency, and particularly will maintain those records
required to be maintained pursuant to sub-paragraph (2)(iv) of
paragraph (b) of Rule 31a-1 under the Investment Company Act
of 1940, if any.
17. Disposition of Books, Records and Cancelled Certificates.
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Service Company will send periodically to Fund, or to where
designated by the Secretary or an Assistant Secretary of Fund,
all books, documents, and all records no longer deemed needed
for current purposes and share certificates which have been
cancelled in transfer or in exchange, upon the understanding
that such books, documents, records, and share certificates
will not be destroyed by Fund without the consent of Service
Company (which consent will not be unreasonably withheld), but
will be safely stored for possible future reference.
18. Provisions Relating to Service Company as Transfer Agent.
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A. Service Company will make original issues of share
certificates upon
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written request of an officer of Fund and upon being
furnished with a certified copy of a resolution of the Board
of Trustees authorizing such original issue, an opinion of
counsel as outlined in Section 1.G or 9.E of this Agreement,
the certificates required by Section 10 of this Agreement
and any other documents required by Section 1 or 9 of this
Agreement.
B. Before making any original issue of certificates, Fund
will furnish Service Company with sufficient funds to pay
any taxes required on the original issue of the shares. Fund
will furnish Service Company such evidence as may be
required by Service Company to show the actual value of the
shares. If no taxes are payable, Service Company will upon
request be furnished with an opinion of outside counsel to
that effect.
C. Shares will be transferred and new certificates issued in
transfer, or shares accepted for redemption and funds
remitted therefor, upon surrender of the old certificates in
form deemed by Service Company properly endorsed for
transfer or redemption accompanied by such documents as
Service Company may deem necessary to evidence the authority
of the person making the transfer or redemption, and bearing
satisfactory evidence of the payment of any applicable share
transfer taxes. Service Company reserves the right to refuse
to transfer or redeem shares until it is satisfied that the
endorsement or signature on the certificate or any other
document is valid and genuine, and for that purpose it may
require a guarantee of signature by such persons as may from
time to time be specified in the prospectus related to such
shares or otherwise authorized by Fund. Service Company also
reserves the right to refuse to transfer or redeem shares
until it is satisfied that the requested transfer or
redemption is legally authorized, and it will incur no
liability for the refusal in good faith to make transfers or
redemptions which, in its judgment, are improper,
unauthorized, or otherwise not rightful. Service Company
may, in effecting transfers or redemptions, rely upon
Simplification Acts or other statutes which protect it and
Fund in not requiring complete fiduciary documentation.
D. When mail is used for delivery of share certificates,
Service Company will forward share certificates in
"nonnegotiable" form as provided by Fund by first class
mail, all such mail deliveries to be covered while in
transit to the addressee by insurance arranged for by
Service Company.
E. Service Company will issue and mail subscription warrants
and certificates provided by Fund and representing share
dividends, exchanges or split-ups, or act as Conversion
Agent upon receiving written instructions from any officer
of Fund and such other documents as Service Company deems
necessary.
F. Service Company will issue, transfer, and split-up
certificates upon receiving written instructions from an
officer of Fund and such other documents as Service Company
may deem necessary.
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G. Service Company may issue new certificates in place of
certificates represented to have been lost, destroyed,
stolen or otherwise wrongfully taken, upon receiving
indemnity satisfactory to Service Company, and may issue new
certificates in exchange for, and upon surrender of,
mutilated certificates. Any such issuance shall be in
accordance with the provisions of law governing such matter
and any procedures adopted by the Board of Trustees of Fund
of which Service Company has notice.
H. Service Company will supply a shareholder's list to Fund
properly certified by an officer of Service Company for any
shareholder meeting upon receiving a request from an officer
of Fund. It will also supply lists at such other times as
may be reasonably requested by an officer of Fund.
I. Upon receipt of written instructions of an officer of
Fund, Service Company will address and mail notices to
shareholders.
J. In case of any request or demand for the inspection of
the share books of Fund or any other books of Fund in the
possession of Service Company, Service Company will endeavor
to notify Fund and to secure instructions as to permitting
or refusing such inspection. Service Company reserves the
right, however, to exhibit the share books or other books to
any person in case it is advised by its counsel that it may
be held responsible for the failure to exhibit the share
books or other books to such person.
19. Provisions Relating to Dividend Disbursing Agency.
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A. Service Company will, at the expense of Fund, provide a
special form of check containing the imprint of any device
or other matter desired by Fund. Said checks must, however,
be of a form and size convenient for use by Service Company.
B. If Fund wants to include additional printed matter,
financial statements, etc., with the dividend checks, the
same will be furnished to Service Company within a
reasonable time prior to the date of mailing of the dividend
checks, at the expense of Fund.
C. If Fund wants its distributions mailed in any special
form of envelopes, sufficient supply of the same will be
furnished to Service Company but the size and form of said
envelopes will be subject to the approval of Service
Company. If stamped envelopes are used, they must be
furnished by Fund; or, if postage stamps are to be affixed
to the envelopes, the stamps or the cash necessary for such
stamps must be furnished by Fund.
D. Service Company will maintain one or more deposit
accounts as Agent for Fund, into which the funds for payment
of dividends, distributions, redemptions or other
disbursements provided for hereunder will be deposited, and
against which checks will be drawn.
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20. Termination of Agreement.
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A. This Agreement may be terminated by either party
upon sixty (60) days prior written notice to the
other party.
B. Fund, in addition to any other rights and remedies,
shall have the right to terminate this Agreement
forth with upon the occurrence at any time of any of
the following events:
(1) Any interruption or cessation of operations
by Service Company or its assigns which
materially interferes with the business
operation of Fund.
(2) The bankruptcy of Service Company or its
assigns or the appointment of a receiver
for Service Company or its assigns.
(3) Any merger, consolidation or sale of
substantially all the assets of Service
Company or its assigns.
(4) The acquisition of a controlling interest in
Service Company or its assigns by any
broker, dealer, investment adviser or
investment company except as may presently
exist.
(5) Failure by Service Company or its assigns to
perform its duties in accordance with this
Agreement, which failure materially
adversely affects the business operations of
Fund and which failure continues for thirty
(30) days after written notice from Fund.
(6) The registration of Service Company or its
assigns as a transfer agent under the
Securities Exchange Act of 1934 is revoked,
terminated or suspended for any reason.
C. In the event of termination, Fund will promptly pay
Service Company all amounts due to Service Company
hereunder. Upon termination of this Agreement,
Service Company shall deliver all shareholder and
account records pertaining to Fund either to Fund or
as directed in writing by Fund.
21. Assignment.
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A. Neither this Agreement nor any rights or obligations
hereunder may be assigned by Service Company without
the written consent of Fund; provided, however, no
assignment will relieve Service Company of any of its
obligations hereunder.
B. This Agreement including, without limitation, the
provisions of Section 7 will inure to the
benefit of and be binding upon the parties and their
respective successors and assigns.
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C. Service Company is authorized by Fund to use the system
services of DST Systems, Inc. and the system and other
services, including data entry, of Administrative Management
Group, Inc.
22. Confidentiality.
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A. Except as provided in the last sentence of Section 18.J
hereof, or as otherwise required by law, Service Company
will keep confidential all records of and information in its
possession relating to Fund or its shareholders or
shareholder accounts and will not disclose the same to any
person except at the request or with the consent of Fund.
B. Except as otherwise required by law, Fund will keep
confidential all financial statements and other financial
records (other than statements and records relating solely
to Fund's business dealings with Service Company) and all
manuals, systems and other technical information and data,
not publicly disclosed, relating to Service Company's
operations and programs furnished to it by Service Company
pursuant to this Agreement and will not disclose the same to
any person except at the request or with the consent of
Service Company. Notwithstanding anything to the contrary in
this Section 22.B, if an attempt is made pursuant to
subpoena or other legal process to require Fund to disclose
or produce any of the aforementioned manuals, systems or
other technical information and data, Fund shall give
Service Company prompt notice thereof prior to disclosure or
production so that Service Company may, at its expense,
resist such attempt.
23. Survival of Representations and Warranties.
------------------------------------------
All representations and warranties by either party herein
contained will survive the execution and delivery of this
Agreement.
24. Miscellaneous.
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A. This Agreement is executed and delivered in the State of
Illinois and shall be governed by the laws of said state
(except as to Section 24.G hereof which shall be governed by
the laws of The Commonwealth of Massachusetts).
B. No provisions of this Agreement may be amended or
modified in any manner except by awritten agreement properly
authorized and executed by both parties hereto.
C. The captions in this Agreement are included for
convenience of reference only, and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect.
D. This Agreement shall become effective as of the date hereof.
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E. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same
instrument.
F. If any part, term or provision of this Agreement is held
by the courts to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall
be considered severable and not be affected, and the rights
and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular
part, term or provision held to be illegal or invalid.
G. All parties hereto are expressly put on notice of Fund's
Agreement and Declaration of Trust which is on file with the
Secretary of The Commonwealth of Massachusetts, and the
limitation of shareholder and trustee liability contained
therein. This Agreement has been executed by and on behalf
of Fund by its representatives as such representatives and
not individually, and the obligations of Fund hereunder are
not binding upon any of the Trustees, officers or
shareholders of Fund individually but are binding upon only
the assets and property of Fund. With respect to any claim
by Service Company for recovery of that portion of the
compensation and expenses (or any other liability of Fund
arising hereunder) allocated to a particular Portfolio,
whether in accordance with the express terms hereof or
otherwise, Service Company shall have recourse solely
against the assets of that Portfolio to satisfy such claim
and shall have no recourse against the assets of any other
Portfolio for such purpose.
H. This Agreement, together with the Fee Schedule, is the
entire contract between the parties relating to the subject
matter hereof and supersedes all prior agreements between
the parties.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized officer as of the day and year first set forth
above.
VALUE EQUITY TRUST on behalf of ▇▇▇▇▇▇▇ Select 500 Fund and
▇▇▇▇▇▇▇ Select 1000 Growth Fund Class A, B and C shares
▇▇▇▇▇▇▇ Large Company Value Fund Class A, B, C and I shares
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
ATTEST:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Assistant Secretary
▇▇▇▇▇▇ SERVICE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
ATTEST:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Assistant Secretary
15
EXHIBIT A
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FEE SCHEDULE EFFECTIVE AS OF JANUARY 1,
-------------------------------------------
1999 For all accounts except ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Retirement Services: ▇▇▇▇▇▇ KemFlex
A Shares B Shares C Shares I Shares ZMF, ZYF
-------- -------- -------- -------- --------
Per Account Fee (in $)
Annual Open Account Fee
Equity 10.00 10.00 10.00 10.00
Taxable Bond 14.00 14.00 14.00 14.00
Tax-Free Bond 14.00 14.00 14.00 14.00
Zurich Money Funds and 10.00
Zurich YieldWise Funds
CDSC Fee N/A 2.00 N/A N/A N/A
New Accounts Fee*
Equity 5.00 5.00 5.00 5.00
Taxable Bond 5.00 5.00 5.00 5.00
Tax-Free Bond 5.00 5.00 5.00 5.00
Zurich Money Funds and 5.00
Zurich YieldWise Funds
Asset Based Fee (in bps)
Equity 8 ▇▇ ▇ ▇▇ ▇ ▇▇ ▇ bp
Taxable Bond 5 ▇▇ ▇ ▇▇ ▇ ▇▇ ▇ bp
Tax-Free Bond 2 ▇▇ ▇ ▇▇ ▇ ▇▇ ▇ ▇▇
▇▇▇▇▇▇ Money Funds and 5 bp
Zurich YieldWise Funds
FEE SCHEDULE EFFECTIVE AS OF JANUARY 1, 1999
--------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Retirement Services: ▇▇▇▇▇▇ KemFlex
A Shares B Shares C Shares I Shares ZMF, ZYF
-------- -------- -------- -------- --------
Per Account Fee (in $)
Annual Open Account Fee
Equity 18.00 18.00 18.00 18.00
Taxable Bond 23.00 23.00 23.00 23.00
Tax-Free Bond 23.00 23.00 23.00 23.00
Zurich Money Funds and 10.00
Zurich YieldWise Funds
CDSC Fee N/A 2.00 N/A N/A N/A
New Accounts Fee*
Equity 5.00 5.00 5.00 5.00
Taxable Bond 5.00 5.00 5.00 5.00
Tax-Free Bond 5.00 5.00 5.00 5.00
Zurich Money Funds and 5.00
Zurich YieldWise Funds
Asset Based Fee (in bps)
Equity 8 ▇▇ ▇ ▇▇ ▇ ▇▇ ▇ bp
Taxable Bond 5 ▇▇ ▇ ▇▇ ▇ ▇▇ ▇ bp
Tax-Free Bond 2 ▇▇ ▇ ▇▇ ▇ ▇▇ ▇ ▇▇
▇▇▇▇▇▇ Money Funds and 5 bp
Zurich YieldWise Funds
--------
* The new shareholder account fee is not applicable to Class A Share accounts
established in connection with a conversion from Class B Shares.
16
The out-of-pocket expenses of Agent will be reimbursed by Fund in accordance
with the provisions of Section 5 of the Agency Agreement. Fees and out-of-pocket
expenses shall be paid or reimbursed on a monthly basis upon receipt of an
invoice therefor.
The asset based fee for each month shall be equal to 1/12 of the applicable
annual fee rate, as set forth in this schedule, of the average daily net assets
of the Fund for each month. The asset based fee in the schedule is expressed in
basis points ("bps") as an annual rate. 100 basis points is equivalent to one
percentage point (1.00%). For certain Funds listed in Exhibit B, total transfer
agency fees and related out-of-pocket expenses payable by the Fund shall be
limited for any fiscal year of the Fund to the levels set forth in Exhibit B,
which levels are expressed as a percentage of average daily net assets for the
applicable fiscal year.
17
EXHIBIT B
INSURANCE COVERAGE
------------------
DESCRIPTION OF POLICY:
Brokers Blanket Bond, Standard Form 14
Covering losses caused by dishonesty of employees, physical loss of securities
on or outside of premises while in possession of authorized person, loss caused
by forgery or alteration of checks or similar instruments.
Errors and Omissions Insurance
Covering replacement of destroyed records and computer errors and omissions.
Special Forgery Bond
Covering losses through forgery or alteration of checks or drafts of customers
processed by insured but drawn on or against them.
Mail Insurance (applies to all full service operations) Provides indemnity for
the following types of securities lost in the mails:
o Non-negotiable securities mailed to domestic locations via registered mail.
o Non-negotiable securities mailed to domestic locations via first-class or
certified mail.
o Non-negotiable securities mailed to foreign locations via registered mail.
o Negotiable securities mailed to all locations via registered mail.
18
