EXHIBIT (9)(a)
MASTER SERVICES AGREEMENT
THIS AGREEMENT is made as of the 1st day of July, 1995 by and
between THE GLENMEDE FUND, INC., a Maryland corporation (the "Fund"), and
INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation ("ICC").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund desires to retain ICC to provide certain
services on behalf of the Fund, as set forth in the Appendices to this
Agreement, and ICC is willing so to serve.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints ICC to perform such
services and to serve such functions on behalf of the Fund as set forth in the
Appendices to this Agreement, on the terms set forth in this Agreement and the
Appendices hereto. ICC accepts such appointment and agrees to furnish such
services and serve such functions. The Fund may have currently outstanding one
or more series or classes of its shares of common stock ("Shares") and may from
time to time hereafter issue separate series or classes of its Shares or
classify and reclassify Shares of any series or class, and the appointment
effected hereby shall constitute appointment for the provision of services with
respect to all existing series and classes and any additional series and classes
unless the Fund shall notify ICC to the contrary.
2. Delivery of Documents. The Fund has furnished ICC with
copies properly certified or authenticated of the following documents and will
furnish ICC from time to time with copies, properly certified or authenticated,
of all amendments of or supplements thereto, if any:
(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of ICC to act in such capacities on behalf of the
Fund as set forth in the Appendices to this Agreement, and the entering into of
this Agreement by the Fund;
(b) The Fund's Articles of Incorporation and all
amendments thereto (the "Charter") and the Fund's By-Laws and all amendments
thereto (the "By-Laws");
(c) The Fund's most recent Registration Statement on
Form N-1A under the Securities Act of 1933, as amended (the "1933 Act") and
under the 1940 Act as filed with the Securities and Exchange Commission (the
"SEC") relating to the Shares; and
(d) Copies of the Fund's most recent prospectus or
prospectuses, including amendments and supplements thereto (collectively, the
"Prospectus").
3. Services to be Provided; Fees. During the term of this
Agreement, ICC shall perform the services and act in such capacities on behalf
of the Fund as set forth herein and in the Appendices to this Agreement. For the
services performed by ICC for the Fund, the Fund will compensate ICC in such
amounts as set forth in the Fee Schedule attached hereto, as the same may be
amended from time to time by the parties in writing.
4. Records. The books and records pertaining to the Fund which
are in the possession of ICC shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws and rules and regulations. The Fund, or the Fund's
authorized representatives, shall have access to such books and records at all
times during ICC's normal business hours. Upon the reasonable request of the
Fund, copies of any such books and records shall be provided by ICC to the Fund
or the Fund's authorized representative at the Fund's expense.
5. Cooperation With Accountants. In addition to any
obligations set forth in an Appendix hereto, ICC shall cooperate with the Fund's
independent accountants and shall take all reasonable actions in the performance
of its obligations under this Agreement to ensure that the necessary information
is made available to such accountants for the expression of such accountants'
opinion of the Fund's financial statements or otherwise, as such may be required
by the Fund from time to time.
6. Compliance With Governmental Rules and Regulations. Except
with respect to the responsibilities for monitoring and reporting on compliance
and other services to be performed by ICC hereunder, the Fund assumes full
responsibility for ensuring that the Fund complies with all applicable
requirements of the 1933 Act, the Securities Exchange Act of 1934 (the "1934
Act"), the 1940 Act, and any laws, rules and regulations of governmental
authorities having jurisdiction. ICC undertakes to comply with all applicable
requirements of the 1933 Act, the 1934 Act, the 1940 Act, the Commodities
Exchange Act (if applicable), and all laws, rules and regulations of
governmental authorities having jurisdiction with respect to the performance by
ICC of its duties under this Agreement, including the Appendices hereto.
7. Expenses.
(a) ICC shall bear all expenses of its employees and
overhead incurred in connection with its duties under this Agreement and shall
pay all salaries and fees of the Fund's directors and officers who are employees
of ICC.
(b) The Fund assumes and shall pay or cause to be
paid all other expenses of the Fund, including, without limitation: the fees of
the Fund's investment advisor, administrator and distributor; the charges and
expenses of any registrar, any custodian or depositary appointed by the Fund for
the safekeeping of its cash, portfolio securities and other property, and any
stock transfer, dividend or accounting agent or agents appointed by the Fund;
brokers' commissions chargeable to the Fund in connection with portfolio
securities transactions to which the Fund is a party; all taxes, including
securities issuance and transfer taxes, and corporate fees payable by the Fund
to federal, state or other governmental agencies; the cost and expense of
engraving or printing of stock certificates representing Shares; all costs and
expenses in connection with maintenance of registration of the Fund and its
Shares with the SEC and various states and other jurisdictions (including filing
fees and legal fees and disbursements of Fund counsel); the expenses of
printing, including typesetting, and distributing prospectuses of the Fund and
supplements thereto to the Fund's then current shareholders; all expenses of
shareholders' and directors' meetings (except expenses relating to the materials
sent by ICC and its affiliates to the Board) and of preparing, printing and
mailing of proxy statements and reports to shareholders; fees and travel
expenses of directors or members of any advisory board or committee; all
expenses incident to the payment of any dividend, distribution, withdrawal or
redemption, whether in Shares or in cash; charges and expenses of any outside
service used for pricing of the Shares; charges and expenses of the Fund's legal
counsel, including counsel to the directors of the Fund who are not "interested
persons" of the Fund (as defined in the 1940 Act), and of independent
accountants, in connection with any matter relating to the Fund (except expenses
relating to tax returns); a portion of membership dues of industry associations;
interest payable on fund borrowings; postage; insurance premiums on property or
personnel (including officers and directors) of the Fund which inure to its
benefit; extraordinary expenses (including, but not limited to, legal claims and
liabilities and litigation costs and any indemnification related thereto); and
all other charges and costs of the Fund's operation unless otherwise explicitly
provided herein.
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8. Liability; Indemnification. Neither ICC nor any of its
officers, directors or employees shall be liable for any error of judgment or
for any loss suffered by the Fund in connection with the matters to which this
Agreement, including the Appendices hereto, relates, except a loss resulting
from willful misfeasance, bad faith or negligence on its or their part in the
performance of, or from reckless disregard by it or them of its or their
obligations and duties under this Agreement. Neither ICC nor any of its
officers, trustees or employees shall be liable to the Fund in the performance
of their obligations hereunder for any loss resulting from the willful
misfeasance, bad faith or negligence of others not controlled by them or under
their direction. ICC shall not be liable to the Fund and the Fund agrees to
indemnify and hold harmless ICC and its nominees from all taxes, charges,
expenses, assessments, claims and liabilities (including, without limitation,
liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act , and any
state and foreign securities and blue sky laws, all as currently in existence or
as amended from time to time) and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or indirectly from any
action or thing which ICC takes or does or omits to take or do at the request or
on the direction of or in reliance on the advice of the Fund; provided, that
neither ICC nor any of its nominees shall be relieved from any liability or
indemnified against any liability to the Fund or to its shareholders (or any
expenses incident to such liability) arising out of ICC's own willful
misfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement. Notwithstanding anything else in this
Agreement or any Appendix hereto to the contrary, ICC shall have no liability to
the Fund for any consequential, special or indirect losses or damages which the
Fund may incur or suffer as a consequence of ICC's performance of the services
provided in this Agreement or any Appendix hereto.
9. Responsibility of ICC. ICC shall be under no duty to take
any action on behalf of the Fund except as specifically set forth herein or as
may be specifically agreed to by ICC in writing. In the performance of its
duties hereunder, ICC shall be obligated to exercise care and diligence and to
act in good faith and to use its best efforts within reasonable limits in
performing services provided for under this Agreement, but ICC shall not be
liable for any act or omission which does not constitute willful misfeasance,
bad faith or negligence on the part of ICC or reckless disregard by ICC of its
duties under this Agreement. Notwithstanding anything in this Agreement to the
contrary, ICC shall have no liability to the Fund for any consequential, special
or indirect losses or damages which the Fund may incur or suffer by or as a
consequence of ICC's performance of the services provided hereunder.
10. Non-Exclusivity. The services of ICC to the Fund are not
to be deemed exclusive and ICC shall be free to render accounting or other
services to others (including other investment companies) and to engage in other
activities. It is understood and agreed that directors, officers or employees of
ICC may serve as directors or officers of the Fund, and that directors or
officers of the Fund may serve as directors, officers and employees of ICC to
the extent permitted by law; and that directors, officers and employees of ICC
are not prohibited from engaging in any other business activity or from
rendering services to any other person, or from serving as partners, directors
or officers of any other firm or corporation, including other investment
companies.
11. Notice. Any notice or other communication required to be
given pursuant to this Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, to the Fund at the Glenmede Trust
Company, One Liberty Place, 0000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, XX
00000, Attention: the Fund's President, with a copy to Xx. Xxxxxxx X. Xxxxxx at
Drinker Xxxxxx & Xxxxx, Philadelphia National Bank Building, 0000 Xxxxxxxx
Xxxxxx, Xxxxxxxxxxxx, XX 00000-0000 or to ICC at 000 X. Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000, Attention: Xx. Xxxxxx X. Xxxxxxxx.
00. Miscellaneous.
(a) This Agreement shall become effective as of the
date first above written and shall remain in force until terminated. This
Agreement, or any Appendix hereto, may be terminated at any time without the
payment of any penalty by either party hereto on sixty (60) days' written notice
to the other party.
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(b) This Agreement shall be construed in accordance
with the laws of the State of Maryland.
(c) If any provisions of this Agreement shall be held
or made invalid in whole or in part, the other provisions of this Agreement
shall remain in force. Invalid provisions shall, in accordance with the intent
and purpose of this Agreement, be replaced by mutual consent of the parties with
such valid provisions which in their economic effect come as close as legally
possible to such invalid provisions.
(d) Except as otherwise specified in the Appendices
hereto, ICC shall be entitled to rely on any notice or communication reasonably
believed by it to be genuine and correct and to have been sent to it by or on
behalf of the Fund.
(e) ICC agrees on behalf of itself and its employees
(1) to treat confidentially all records and other information or data relative
to the Fund, its prior, present, or potential record and beneficial shareholders
and/or customers of The Glenmede Trust Company and (ii) not to use such records,
information or data for any purpose other than performance of its
responsibilities and duties under this Agreement or any Appendix attached
hereto, except, after prior notification to and approval in writing by the Fund,
which approval shall not be unreasonably withheld and may not be withheld where
ICC may be exposed to civil or criminal contempt proceeding for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Fund.
(f) Any part of this Agreement or any Appendix
attached hereto may be changed or waived only by an instrument in writing signed
by both parties hereto.
(g) This Agreement and each Appendix attached hereto
shall extend to and shall be binding upon the parties hereto and their
respective successors and assigns; provided however, that this Agreement and
each Appendix attached hereto shall not be assignable without the written
consent of the other party.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
THE GLENMEDE FUND, INC.
By: /s/Xxxx X. Xxxxxx, Xx.
---------------------------------
Title: President
INVESTMENT COMPANY CAPITAL CORP.
By: /s/Xxxxxx Xxxxxxxx
---------------------------------
Title: President
Appendices:
Administrative Services
Accounting Services
Transfer Agency Services
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Date: July 1, 1995
---------------------
FEE SCHEDULE FOR SERVICES PROVIDED TO
THE GLENMEDE FUND, INC. AND
THE GLENMEDE PORTFOLIOS
PURSUANT TO THE MASTER SERVICES AGREEMENT
AND THE APPENDICES THERETO
Investment Company Capital Corp.
- Administrative Services
- Accounting Services
- Transfer Agency Services
For the combined services listed above, Investment Company
Capital Corp. will charge the following fees to the Glenmede Fund, Inc. and The
Glenmede Portfolios based upon their combined net assets.
Combined Net Assets Incremental Fee
------------------- ---------------
$0 - $100,000,000 .12%
over $100,000,000 - $250,000,000 .08%
over $250,000,000 - $750,000,000 .04%
Over $750,000,000 .03%
ADMINISTRATIVE SERVICES APPENDIX
to
MASTER SERVICES AGREEMENT
between
The Glenmede Fund, Inc. and Investment Company Capital Corp.
This Appendix is hereby incorporated into and made a part of
the Master Services Agreement dated as of July 1, 1995 (the "Master Services
Agreement") between The Glenmede Fund, Inc. and Investment Company Capital Corp.
Defined terms not otherwise defined herein shall have the meaning set forth in
the Master Services Agreement.
1. Services to be Provided. ICC will perform the following
services on an ongoing basis:
(a) supervise and manage all aspects of the Fund's
operations, other than portfolio management and distribution;
(b) provide the Fund with such executive,
administrative, clerical and bookkeeping services as are deemed advisable by the
Fund's Board of Directors;
(c) provide the Fund with, or obtain, adequate office
space and all necessary equipment and services, including telephone service,
heat, utilities, stationery supplies and similar items for any offices as are
deemed advisable by the Fund's Board of Directors;
(d) arrange but, except for the preparation of tax
returns, not pay for, the periodic updating of Prospectuses and supplements
thereto, proxy material, tax returns, reports to the Fund's shareholders and
reports to and filings with the SEC and state Blue Sky authorities;
(e) provide the Fund with such administrative and
clerical services for the maintenance of certain shareholder records as are
deemed advisable by the Fund's Board of Directors; and
(f) monitor and report on the Fund's compliance with
all regulatory, tax and prospectus requirements.
2. Fees. For the service performed by ICC for the Fund
pursuant to this Appendix, the Fund will pay to ICC compensation for such
services as set forth in the Fee Schedule attached to the Master Services
Agreement, as the same may be amended from time to time by the parties in
writing.
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ACCOUNTING SERVICES APPENDIX
to
MASTER SERVICES AGREEMENT
between
The Glenmede Fund, Inc. and Investment Company Capital Corp.
This Appendix is hereby incorporated into and made a part of
the Master Services Agreement dated as of July 1, 1995 (the "Master Services
Agreement") between The Glenmede Fund, Inc. and Investment Company Capital Corp.
Defined terms not otherwise defined herein shall have the meaning set forth in
the Master Services Agreement.
1. Accounting Services to be Provided. ICC will perform the
following accounting functions:
(a) Journalize investment, capital shares and income
and expense;
(b) Verify investment buy/sell trade tickets when
received from the Fund's investment advisor and
transmit trades to the Fund's custodian for
proper settlement;
(c) Maintain individual ledgers for investment
securities;
(d) Maintain tax lots for each security;
(e) Reconcile cash and investment balances with the
custodian, and provide the Fund's investment
advisor with the beginning cash balance
available for investment purposes;
(f) Update the cash availability throughout the day
as required by the Fund's investment advisor;
(g) Post to and prepare the Fund's Statement of Net
Assets and Liabilities and the Statement of
Operations;
(h) Calculate various contractual expenses (e g.
advisor and custody fees);
(i) Monitor and report on the expense accruals and
notify Fund management of any proposed
adjustments;
(j) Control all disbursements from the Fund and
authorize such disbursements upon written
instructions from the President or any other
officer of the Fund or the investment advisor;
(k) Calculate capital gains and losses;
(l) Determine the Fund's net income;
(m) Obtain security market quotes from independent
pricing services approved by the investment
advisor, or if such quotes are unavailable, then
obtain such prices from the investment advisor,
and in either case calculate the market
value of portfolio investments;
(n) Transmit or mail a copy of the daily portfolio
valuation to the Fund's investment advisor;
(o) Compute the Fund's net asset value in accordance
with the Fund's current Prospectus and
resolutions of the Fund's Board;
(p) As appropriate, compute the yields, total
return, expense ratios, and portfolio turnover
rate;
(q) Prepare a monthly financial statement, which
will include the following items:
- Schedule of Investments;
- Statement of Net Assets and Liabilities;
- Statement of Operations;
- Statement of Changes in Net Assets;
- Cash Statement;
- Schedule of Capital Gains and Losses;
(r) Prepare and file with the appropriate regulatory
authorities (as applicable):
- Federal and State Tax Returns;
- Excise Tax Returns;
- Annual, Semi-annual and Quarterly Shareholder
Reports;
- Rules 24(e)-2 and 24(f)-2 Notices;
- Annual and Semi-Annual Reports on Form N-SAR;
(s) Assist in Federal registration; Blue Sky
registration and Blue Sky and Federal
registration compliance processes;
(t) Assist in the review of registration statements;
(u) Monitor and report on compliance with
Sub-Chapter M of the Internal Revenue Code; and
(v) Prepare and furnish the Fund with performance
information (including yield and total return
information) calculated in accordance with
applicable U.S. securities laws and report to
external databases such information as may
reasonably be requested.
2. Records. ICC shall keep the following records:
(a) All books and records with respect to the Fund's
books of account; and
(b) Records of the Fund's securities transactions.
3. Liaison With Accountants. In addition to ICC's obligations
relating to the Fund's independent accountants set forth in the Master Services
Agreement, ICC shall act as liaison with the Fund's independent accountants and
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shall provide account analyses, fiscal year summaries, and other audit related
schedules.
4. Compensation. For services performed by ICC pursuant to
this Appendix, the Fund will pay to ICC compensation for such services as set
forth in the Fee Schedule attached to the Master Services Agreement, as the same
may be amended from time to time by the parties in writing.
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TRANSFER AGENCY SERVICES APPENDIX
to
MASTER SERVICES AGREEMENT
between
The Glenmede Fund, Inc. and Investment Company Capital Corp.
This Appendix is hereby incorporated into and made a part of
the Master Services Agreement dated as of July 1, 1995 (the "Master Services
Agreement") between The Glenmede Fund, Inc. and Investment Company Capital Corp.
Defined terms not otherwise defined herein shall have the meaning set forth in
the Master Services Agreement.
1. Definitions.
(a) "Authorized Person." The term "Authorized Person"
shall mean any officer of the Fund and any other person, who is fully authorized
by the Fund's Board of Directors, to give Oral and Written Instructions on
behalf of the Fund. Initial "Authorized Persons" are listed in the Certificate
attached hereto.
(b) Oral Instructions. The term "Oral Instructions"
shall mean oral instructions received by ICC from an Authorized Person or from a
person reasonably believed by ICC to be an Authorized Person.
(c) Written Instructions. The term "Written
Instructions" shall mean written instructions signed by two Authorized Persons
and received by ICC. The instructions may be delivered by hand, mail, tested
telegram, cable, telex or facsimile sending device.
2. Description of Services.
(a) General Services To Be Provided. ICC shall
provide to the Fund the following services on an ongoing basis, if applicable:
(i) Calculate 12b-1 payments;
(ii) Maintain proper shareholder
registrations;
(iii) Review new applications and correspond
with shareholders, if necessary, to
complete or correct information;
(iv) Direct payment processing of checks or
wires;
(v) Prepare and certify stockholder lists in
conjunction with proxy solicitations;
solicit and tabulate proxies; receive
and tabulate proxy cards for meetings of
the Fund's shareholders;
(vi) Countersign securities;
(vii) Direct shareholder confirmation of
activity;
(viii) Provide toll-free lines for direct
shareholder use, plus customer liaison
staff for on-line inquiry response;
(ix) Mail duplicate confirmation to
broker-dealers of their clients'
activity, whether executed through the
broker-dealer or directly with ICC;
(x) Provide periodic shareholder lists and
statistics to the Fund;
(xi) Provide detail for underwriter/broker
confirmations;
(xii) Mail periodic year-end tax and
statement information;
(xiii) Provide timely notification to
investment advisor, accounting agent,
and custodian of Fund activity; and
(xiv) Perform other participating
broker-dealer shareholder services as
may be agreed upon from time to time.
(b) Purchase of Shares. ICC shall issue Shares and
credit an account of an investor, in the manner described in the Prospectus,
once it receives: (i) a purchase order; (ii) proper information to establish a
shareholder account; and (iii) confirmation of receipt by, or crediting of funds
for such order to, the Fund's custodian. ICC shall notify the Fund in case any
proposed issue of Shares in the Fund shall result in an over issue as defined by
Section 8-104(2) in the UCC, AND such an over-issue, shall refuse to countersign
and issue, and/or credit, such Shares.
(c) Redemption of Shares. ICC shall redeem the Fund's
Shares only in accordance with the provisions of the Prospectus and each
shareholder's individual directions. Shares shall be redeemed at such time as
the shareholder tenders his or her shares and directs the method of redemption
in accordance with the terms set forth in the Prospectus. If securities are
received in proper form, Shares shall be redeemed before the funds are provided
to ICC. When the Fund provides ICC with funds, redemption proceeds will be wired
(if requested) or a redemption check issued. All redemption checks shall be
drawn to the recordholder unless third party payment authorizations have been
signed by the recordholder and delivered to ICC.
(d) Dividends and Distributions. Upon receipt of
certified resolutions of the Fund's Board of Directors authorizing the
declaration and payment of dividends and distributions, ICC shall issue the
dividends and distributions in Shares, or, upon shareholder election, pay such
dividends and distributions in cash. Such issuance or payment shall be made
after deduction and payment of the required amount of funds to be withheld in
accordance with any applicable tax laws or other laws, rules or regulations. The
Fund's shareholders shall receive tax forms and other information, or
permissible substitute notice, relating to dividends and distributions, paid by
the Fund as are required to be filed and mailed by applicable law, rule or
regulation. ICC shall maintain and file with the IRS and other appropriate
taxing authorities reports relating to all dividends and distributions paid by
the Fund to its shareholders as required by tax or other law, rule or
regulation.
(e) Shareholder Account Services. If authorized in
the Prospectus, ICC shall arrange for the following services, in accordance with
the applicable terms set forth in the Prospectus: (i) the issuance of Shares
obtained through any pre-authorized check plan and direct purchases through
broker wire orders, checks and applications; (ii) exchanges of shares of any
fund for Shares of the Fund with which the Fund has exchange privileges; (iii)
automatic redemption from an account where that shareholder participates in an
automatic redemption plan; and (iv) redemption of Shares from an account with a
check writing privilege.
(f) Communications to Shareholders. Upon timely
Written Instructions, ICC shall mail all communications by the Fund to its
shareholders, including, reports to shareholders, confirmation of purchases and
sales of Shares, monthly or quarterly statements, dividend and distribution
notices, and proxy material.
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(g) Records. ICC shall maintain records of the
accounts for each shareholder showing the following information: (i) name,
address and U.S. Tax Identification or Social Security number; (ii) number and
class of Shares held and number and class of Shares for which certificates, if
any, have been issued, including dividends and distributions paid and the date
and price for all transactions on a shareholder's account; (iv) any stop or
restraining order placed against a shareholder's account; (v) any correspondence
relating to the shareholder's account; (vi) information with respect to
withholdings; (vii) any information required in order for ICC to perform any
calculations contemplated or required by this Appendix or the Master Services
Agreement; and (viii) ICC shall keep a record of all redemption and dividend
checks returned by postal authorities, and shall maintain such records as are
required for the Fund to comply with the escheat laws of any state or other
authority.
(h) Lost or Stolen Certificates. ICC shall place a
stop notice against any certificate reported to be lost or stolen and comply
with all applicable federal regulatory requirements for reporting such loss or
alleged misappropriation. A new certificate shall be registered and issued upon:
(i) the shareholder's pledge of a lost instrument bond or such other appropriate
indemnity bond issued by a surety company approved by ICC; and (ii) completion
of a release and indemnification agreement signed by the shareholder to protect
ICC.
(i) Shareholder Inspection of Stock Records. Upon
requests from Fund shareholders to inspect stock records, ICC will notify the
Fund and the Fund shall deliver Oral or Written Instructions granting or denying
each such request. Unless ICC has acted contrary to the Fund's Instructions, the
Fund agrees to release ICC from any liability for refusal or permission for a
particular shareholder to inspect the Fund's shareholder records.
(j) Withdrawal of Shares and Cancellation of
Certificates. Upon receipt of Written Instructions, ICC shall cancel outstanding
certificates surrendered by the Fund to reduce the total amount of outstanding
Shares by the number of Shares surrendered by the Fund.
(k) Telephone Transactions. In accordance with the
terms of the Prospectus, ICC shall act upon shareholder requests made by
telephone for redemption or exchange of Fund shares provided that (i) the
shareholder has authorized telephone transactions on the Fund's Account
Application or otherwise in writing, (ii) if the request is a redemption, the
amount to be redeemed does not exceed $50,000 and (iii) ICC has complied with
the identification and other security procedures required by the Fund in
connection with telephone transactions.
3. Fees. As compensation for the services performed by ICC for
the Fund pursuant to this Appendix, the Fund will pay to ICC such amounts as set
forth in the Fee Schedule attached to the Master Services Agreement, as the same
may be amended from time to time by the parties in writing.
4. Delegation of Responsibilities. ICC may subcontract to any
third party reasonably acceptable to the Fund all or any part of its obligations
under this Appendix; provided that any such subcontracting shall not relieve ICC
of any of its obligations under this Appendix. All subcontractors shall be paid
by ICC.
5. Instructions. Unless otherwise provided in this Appendix,
ICC shall act only upon Oral and Written Instructions. ICC shall be entitled to
rely upon any Oral and Written Instructions it receives from an Authorized
Person (or from a person reasonably believed by ICC to be an Authorized Person)
pursuant to this Appendix. ICC may assume that any Oral or Written Instruction
received hereunder is not in any way inconsistent with the revisions of the
Fund's Articles of Incorporation, or of any vote, resolutions or proceeding of
the Fund's Board of Directors or shareholders.
The Fund agrees to forward to ICC Written Instructions
confirming Oral Instructions so that ICC receives the Written Instructions by
the close of business on the same day that such Oral Instructions are received.
The fact that such confirming Written Instructions are not received by ICC shall
in no way invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions. The Fund further agrees that ICC shall
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incur no liability to the Fund in acting upon Oral or Written Instructions
provided such instructions reasonably appear to have been received from an
Authorized Person.
If ICC is in doubt as to any action it should not take, ICC
may request directions or advice, including Oral or Written Instructions, from
the Fund. Provided ICC has met its standard of care specified in the Master
Services Agreement, ICC shall be protected in any action it takes or does not
take in reliance upon directions, advice or Oral or Written Instructions it
receives from the Fund or from Fund counsel and which ICC believes, in good
faith, to be consistent with those directions, advice or Oral or Written
Instructions. Notwithstanding the foregoing, ICC shall have no obligation (i) to
seek such directions, advice or Oral or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral or Written Instructions unless,
under the terms or other provisions of this Appendix, the same is a condition of
ICC's properly taking or not taking such action.
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