EXHIBIT (h)(3)
TRANSFER AGENCY AND SHAREHOLDER
SERVICES AGREEMENT
Agreement made as of the 28th day of June, 1999, by Mackenzie Solutions
(the "Trust") and Xxx Xxxxxxxxx Services Corp. ("IMSC"). Unless otherwise noted,
capitalized terms used herein shall have the meanings set forth in Section 15
hereof.
WHEREAS, the Trust is an open-end investment company organized as a
Massachusetts business trust and consists of one or more separate investment
portfolios (the "Funds") as may be established and designated from time to time;
WHEREAS, the Trust desires transfer agency functions for the purpose of
recording the transfer, issuance and redemption of shares and funds,
transferring shares, disbursing dividends and other distributions to
shareholders of the Trust and performing such other services as further agreed
between the Trust and IMSC; and
WHEREAS, the Trust desires certain shareholder services of IMSC with
respect to such Funds as further agreed between the Trust and IMSC;
NOW, THEREFORE, in consideration of the promises and the mutual
covenants herein contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints IMSC to provide the transfer agency
and shareholder services specified in this Agreement and any schedules to this
Agreement with regard to such Funds as are agreed upon, currently consisting of
International Solutions I - Conservative Growth; International Solutions II -
Balanced Growth; International Solutions III - Moderate Growth; International
Solutions IV - Long-Term Growth; and International Solutions V - Aggressive
Growth, and IMSC hereby accepts such appointment. If the Board of Trustees of
the Trust, pursuant to its Agreement and Declaration of Trust, hereafter
establishes and designates a new Fund, IMSC agrees that it will act as transfer
agent for that Fund according to the terms set forth herein. The Trustees shall
cause a written notice to be sent to IMSC to the effect that it has established
a new Fund and that it appoints IMSC as transfer agent and shareholder servicing
agent for the new Fund. Such written notice must be received by IMSC in a
reasonable period of time prior to the commencement of operations of the new
Fund to allow IMSC, in the ordinary course of its business, to prepare to
perform its duties for such new Fund.
2. Compensation.
(a) The Trust will compensate IMSC for the performance of its obligations
hereunder in accordance with the fees set forth in the written schedule of fees
attached hereto as Schedule A and incorporated by reference herein. Schedule A
does not include out-of-pocket expenses of IMSC, for which the Trust will
reimburse IMSC monthly.
Out-of-pocket disbursements shall include, but shall not be limited to, the
items specified in the written schedule of out-of-pocket charges attached hereto
as Schedule B and incorporated by reference herein. Schedule B may be modified
by IMSC upon not less than 60 days prior written notice to the Trust, as
mutually agreed upon. Unspecified out-of-pocket expenses shall be limited to
those out-of-pocket expenses reasonably incurred by IMSC in the performance of
its obligations hereunder.
(b) Any compensation agreed to hereunder may be adjusted from time to time by
replacing Schedule A of this Agreement with a revised Fee Schedule, dated and
signed by a duly authorized officer of each party hereto.
3. Duties of IMSC.
(a) IMSC shall be responsible for administering and/or performing transfer agent
functions; for acting as service agent in connection with dividend and
distribution functions; and for providing certain shareholder services. The
operating standards and procedures to be followed shall be determined by
agreement between IMSC and the Trust and shall be expressed in a written
schedule of the duties of IMSC, attached hereto as Schedule C and incorporated
by reference herein.
(b) In addition to the duties expressly set forth in Schedule C to this
Agreement, IMSC shall perform such other duties and functions, and shall be paid
such amounts therefor, as may from time to time be agreed upon in writing
between the Trust and IMSC. Such other duties and functions shall be reflected
in a written amendment to Schedule C, dated and signed by a duly authorized
officer of each party hereto. The compensation for such other duties and
functions shall be reflected in a written amendment to Schedule A pursuant to
subparagraph 2(b) hereof.
(c) In rendering the services required under this Agreement, IMSC may, at its
expense, employ, consult or associate with itself such person or persons as it
believes necessary to assist it in carrying out its obligation under this
Agreement; provided that any such action shall not relieve IMSC of its
responsibilities hereunder.
(d) In the event that IMSC provides any services to the Funds or pays or assumes
any expenses of the Funds that IMSC is not obligated to provide, pay or assume
under this Agreement, IMSC shall not be obligated hereby to provide the same or
any similar service to the Funds or to pay or assume the same or any similar
expenses of the Funds in the future; provided that nothing contained herein
shall be deemed to relieve IMSC of any obligations to the Funds under any
separate agreement or arrangement between the parties.
4. Documents. In connection with the appointment of IMSC (or as soon as
practicable thereafter), the Trust shall furnish IMSC with the following
documents:
(a) A copy of the resolutions of the Trustees authorizing the execution and
delivery of this Agreement;
(b) Specimens of all account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Trust;
(c) A list of shareholders of the Funds for which IMSC provides services
hereunder with the name, address and taxpayer identification number of each
Shareholder, and the number of shares of the Funds held by each, certificate
numbers and denominations (if any certificates have been issued) and lists of
any accounts against which stop transfer orders have been placed, together with
the reasons therefor; and
(d) A signature card bearing the signatures of any officer of the Trust or other
Authorized Person who will sign Written Instructions.
5. Further Documentation. The Trust will also furnish from time to time the
following documents:
(a) Each resolution of the Trustees authorizing the original issuance of shares
and the establishment and designation of any new Fund;
(b) The Registration Statement of the Trust and all pre-effective and
post-effective amendments thereto filed with the Securities and Exchange
Commission (the "SEC");
(c) A copy of each amendment to the Declaration of Trust and the By-laws of the
Trust;
(d) Copies of each vote of the Trustees designating Authorized Persons;
(e) Certificates as to any change in any officer or Trustee of the Trust; and
(f) Such other certificates, documents or opinions as IMSC reasonably deems
appropriate or necessary for the proper performance of its duties
hereunder.
6. Records. All records required to be maintained and preserved by the Funds
pursuant to the provisions or rules or regulations of the SEC under Section
31(a) of the Investment Company Act of 1940 (the "1940 Act") and maintained and
preserved by IMSC on behalf of the Funds, including any such records maintained
by IMSC in connection with the performance of its obligations hereunder, are the
property of the Funds and shall be surrendered by IMSC promptly on request by
the Funds; provided, that IMSC may at its own expense make and retain copies of
any such records.
7. Software and Related Materials. All computer programs, written procedures,
and similar items developed or acquired and used by IMSC in performing its
obligations under this Agreement shall be the property of IMSC, and the Funds
will not acquire any ownership interest therein or property rights with respect
thereto.
8. Services to Other Clients. Nothing contained herein shall limit the freedom
of IMSC or any affiliated person of IMSC to render services of the types
contemplated hereby to other persons, firms or corporations, including but not
limited to other investment companies, or to engage in other business
activities.
9. Standard of Care. IMSC shall give the Funds the benefit of IMSC's best
judgment and efforts in rendering to the Funds transfer agency and shareholder
services pursuant to paragraph 3 of this Agreement. As an inducement to IMSC's
undertaking to render these services, the Funds agree that IMSC shall not be
liable under this Agreement for any mistake in judgment or in any other event
whatsoever, except for lack of good faith, provided that nothing in this
Agreement shall be deemed to protect or purport to protect IMSC against any
liability to the Funds or their shareholders to which IMSC would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of IMSC's duties under this Agreement or by reason of IMSC's
reckless disregard of its obligations and duties hereunder.
10. Standard by IMSC; Instructions.
(a) IMSC will be protected in acting upon Written or Oral Instructions
reasonably believed to have been executed or orally communicated by an
Authorized Person and will not be held to have any notice of any change of
authority of any person until receipt of a Written Instruction thereof from the
Trust. IMSC will also be protected in processing Share Certificates that it
reasonably believes to bear the proper manual or facsimile signatures of a duly
authorized officer of the Trust and that bear the proper countersignature of
IMSC.
(b) IMSC may at any time apply to any Authorized Person of the
Trust for Written Instructions and may consult legal counsel for the Trust, or
its own legal counsel, with respect to any matter arising in connection with
this Agreement, and it shall not be liable for any action taken or not taken or
suffered by it in good faith in accordance with such Written Instructions or in
accordance with the opinion of counsel for the Trust. Written Instructions
requested by IMSC will be provided by the Trust within a reasonable period of
time.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, IMSC shall be under no duty or obligation to inquire into, and shall
not be liable for: (i) the legality of the issuance or sale of any Shares or the
sufficiency of the amount to be received therefor; (ii) the legality of the
redemption of any Shares, or the propriety of the amount to be paid therefor;
(iii) the legality of the declaration of any dividend by the Trustees, or the
legality of the issuance of any Shares in payment of any dividend; or (iv) the
legality of any recapitalization or readjustment of the Shares.
11. Indemnification. The Trust will indemnify IMSC against and hold it harmless
from any and all losses, claims, damages, liabilities or expenses resulting from
any claim, demand, action or suit not resulting from the bad faith or negligence
of IMSC or its agents or subcontractors, and arising out of, or in connection
with, its duties on behalf of the Trust hereunder. Except for any losses,
claims, damages, liabilities or expenses resulting from the willful misfeasance,
bad faith or gross negligence of IMSC or its agents or subcontractors, the Trust
will indemnify IMSC against and hold it harmless from any and all losses,
claims, damages liabilities or expenses resulting from any claim, demand, action
or suit as a result of: (i) any action taken in accordance with Written or Oral
Instructions, or any other instructions, or share certificates reasonably
believed by IMSC to be genuine and to be signed, countersigned or executed, or
orally communicated by an Authorized Person; (ii) any action taken in accordance
with written or oral advice reasonably believed by IMSC to have been given by
counsel for the Trust; or (iii) any action taken as a result of any error or
omission caused by the Trust or any of its authorized agents in any record
(including but not limited to magnetic tapes, computer printouts, hard copies
and microfilm copies) delivered, or caused to be delivered by the Trust to IMSC
in connection with this Agreement provided that said information was not
contingent on transfer agent records.
In any case in which the Trust may be asked to indemnify or hold IMSC
harmless, the Trust shall be advised of all pertinent facts concerning the
situation in question and IMSC will use reasonable care to identify and notify
the Trust promptly concerning any situation which presents or appears likely to
present a claim for indemnification against the Trust. The Trust shall have the
option to defend IMSC against any claim that may be the subject of any such
indemnification, and, in the event that the Trust so elects, such defense shall
be conducted by counsel chosen by the Trust and satisfactory to IMSC, and
thereupon the Trust shall take over complete defense of the claim and IMSC shall
sustain no further legal or other expenses in such situation for which it seeks
indemnification under this section 11. IMSC will not confess any claim or make
any compromise in any case in which the Trust will be asked to provide
indemnification, except with the Trust's prior written consent. The obligations
of the parties pursuant to this section shall survive the termination of this
Agreement.
12. Amendment. Except as may be provided otherwise herein, this Agreement may
not be amended or modified in any manner except by a written agreement executed
by both parties.
13. Assignment.
(a) Except as provided in Section 13(c) below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
(b) This Agreement shall inure to the benefit of and be binding upon the parties
and their respective permitted successors and assigns.
(c) IMSC may, with notice to and consent on the part of the Trust, which consent
shall not be unreasonably withheld, subcontract for the performance of certain
services under this Agreement to qualified service providers, which shall be
registered as transfer agents under Section 17A of the Securities Exchange Act
of 1934 if such registration is required; provided, however, that IMSC shall be
as fully responsible to the Trust for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
14. Termination of Agreement. This Agreement may be terminated with respect to a
Fund, without the payment of any penalty, by IMSC upon at least ninety (90) days
prior written notice to the Trust, or by a Fund upon at least sixty (60) days
prior written notice to IMSC; provided, that in the case of termination by a
Fund, such action shall have been authorized by the Trust's Board of Trustees,
including the vote or written consent of a majority of the Trust's Independent
Trustees. This Agreement shall automatically and immediately terminate in the
event of its assignment by IMSC, or IMSC's assignment or transfer of any
interest hereunder, without the prior written consent of the Funds as provided
in section 13 hereof.
15. Interpretation and Definition of Terms. Any question or interpretation of
any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by reference
to such term or provision of the 1940 Act and to interpretation thereof, if any.
Specifically, the terms "interested persons," "assignment" and "affiliated
person," as used in this Agreement, shall have the meanings assigned to them by
Section 2(a) of the 1940 Act. In addition, whenever used in this Agreement, the
following words and phrases, unless the context requires, shall have the
following meaning.
(a) "Authorized Person" shall be deemed to include the President, any Vice
President, the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer of the Trust, or any other person, whether or not such
person is an officer or employee of the Trust, duly authorized to give Oral
Instructions or Written Instructions on behalf of the Trust.
(b) "Custodian" refers to the custodian and any subcustodian of all securities
and other property that the Trust may from time to time deposit, or cause to be
deposited or held under the name or account of such custodian;
(c) "Agreement and Declaration of Trust" shall mean the Declaration of Trust of
the Trust dated November 20, 1998, as amended from time to time;
(d) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by IMSC from a person reasonably believed by
IMSC to be an Authorized Person;
(e) "Prospectus" shall mean the Trust's current prospectus and statement of
additional information relating to the registration of the Trust's Shares under
the Securities Act of 1933, as amended, and the 1940 Act;
(f) "Shares" refers to shares of beneficial interest of each Fund of the Trust;
(g) "Shareholder" means a record owner of Shares; and
(h) "Written Instructions" shall mean a written communication signed by a person
reasonably believed by IMSC to be an Authorized Person and actually received by
IMSC.
16. Miscellaneous.
(a) This Agreement shall be construed in accordance with the laws of the State
of Florida, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act.
(b) The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
(c) The Trust's Agreement and Declaration of Trust has been filed with the
Secretary of State of the Commonwealth of Massachusetts. The obligations of the
Trust are not personally binding upon, nor shall resort be had to the private
property of, any of the trustees, shareholders, officers, employees or agents of
the Trust, but only the Trust's property shall be bound.
(d) This Agreement may be executed by the parties hereto in any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
MACKENZIE SOLUTIONS
By: /s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx, President
XXX XXXXXXXXX SERVICES CORP.
By: /s/ C. XXXXXXX XXXXXX
C. Xxxxxxx Xxxxxx, President
Schedule A
Monthly Fee Schedule
Class of Shares Annual Fee Rate per Account
A $20.00 (open accounts)
$ 4.58 (closed accounts)
B
$20.00 (open accounts)
$ 4.58 (closed accounts)
C
$20.00 (open accounts)
$ 4.58 (closed accounts)
I $10.25 (open accounts)
$ 4.58 (closed accounts)
Advisor $20.00 (open accounts)
$ 4.58 (closed accounts)
Schedule B
OUT-OF-POCKET EXPENSES
The Trust shall reimburse IMSC monthly for the following out-of-pocket
expenses:
o postage and mailing (of shareholder statements, confirmations,
dividend checks, year-end tax information returns, and other
shareholder or custodian communications)
o mailing including labor charges
o forms (statement stock, envelopes, internal forms)
o proxy mailings
o outgoing wire charges
o checkwriting drafts
o National Securities Clearing Corporation transactions
o Fed check clearing charges
o dedicated toll-free telephone charges
o if applicable, magnetic tape and freight
o long-term off-site retention of records
o microfilm/microfiche
o stationery
o terminals, transmitting lines and any expenses incurred in
connection with such terminals and lines (between IMSC and the
Custodian)
o any other miscellaneous expenses reasonably incurred by IMSC as
mutually agreed upon.
The Trust agrees that postage and mailing expenses will be paid on the day of or
prior to mailing as agreed with IMSC. In addition, the Trust will promptly
reimburse IMSC for any other expenses incurred by IMSC as to which the Trust and
IMSC mutually agree in writing that such expenses are not otherwise properly
borne by IMSC as part of its duties and obligations under the Agreement.
Schedule C
DUTIES OF IMSC
(See Exhibit 1 for Summary of Services)
1. Shareholder Information. IMSC shall maintain a record of the number of Shares
held by each holder of record which shall include their addresses and taxpayer
identification numbers and which shall indicate whether such shares are held in
certificated or uncertificated form.
2. Shareholder Services. IMSC shall at its expense provide such of the following
shareholder and shareholder-related services as are required by the Funds or
their shareholders:
(i) processing wire order purchase and redemption requests transmitted or
delivered to IMSC's (or Mackenzie Investment Management Inc.'s ("MIMI's"))
office;
(ii) coordinating and monitoring purchase, redemption and transfer requests
transmitted by dealers to IMSC (or MIMI) through the facilities of the
National Securities Clearing Corporation;
(iii)responding to written, telephonic and in-person inquiries from existing
shareholders requesting information regarding matters such as shareholder
account or transaction status, the net asset value of a Fund's shares, a
Fund's performance, a Fund's services and options, a Fund's investment
policies and portfolio holdings, and a Fund's distribution and the taxation
thereof.
(iv) resolving shareholder account problems that are identified by either
shareholders or brokers;
(v) dealing with shareholder complaints and other correspondence directed to or
brought to the attention of IMSC (or MIMI);
(vi) generating or developing and distributing special data, notices, reports,
programs and literature required by large shareholders, by shareholders
with specialized informational needs, or by shareholders generally in light
of developments such as changes in tax or securities laws; and
(vii)providing executive, clerical and secretarial personnel competent to carry
out the above responsibilities.
3. State Registration Reports. IMSC shall furnish the Trust on a
state-by-state basis, sales reports, such periodic and special reports as
the Trust may reasonably request, and such other information, including
Shareholder lists and statistical information concerning accounts, as may
be agreed upon from time to time between the Trust and IMSC. Additionally,
state-by-state sales information shall be supplied in a manner and form
which will support the existing blue sky system owned by the Trust.
4. Share Certificates.
(a) At the expense of the Trust, IMSC shall maintain an adequate supply of blank
share certificates for each Fund to meet Ivy's Management's requirements
therefor. Such share certificates shall be properly signed by facsimile. The
Trust agrees that, notwithstanding the death, resignation, or removal of any
officer of the Trust whose signature appears on such certificates, IMSC may
continue to countersign certificates which bear such signatures until otherwise
directed by the Trust.
(b) IMSC shall issue replacement share certificates in lieu of certificates
which have been lost, stolen or destroyed without any further action by the
Board of Trustees or any officer of the Trust, upon receipt by IMSC of properly
executed affidavits and lost certificate bonds, in form satisfactory to IMSC,
with the Trust and IMSC as obligees under the bond.
(c) IMSC shall also maintain a record of each certificate issued, the number of
Shares represented thereby and the holder of record. With respect to shares held
in open accounts or uncertificated form, i.e., no certificate being issued with
respect thereto, IMSC shall maintain comparable records of the record holders
thereof, including their names, addresses and taxpayer identification numbers.
IMSC shall further maintain a stop transfer record on lost and/or replaced
certificates.
5. Mailing Communications to Shareholders: Proxy Materials. IMSC will address
and mail to Shareholders of the Trust, all reports to Shareholders, dividend and
distribution notices and proxy material for the Trust's meetings of
Shareholders. In connection with meetings of Shareholders, IMSC will prepare
Shareholder lists, mail and certify as to the mailing of proxy materials,
process and tabulate returned proxy cards, report on proxies voted prior to
meetings, act as inspector of election at meetings and certify Shares voted at
meetings.
6. Sales of Shares.
(a) Processing of Investment Checks or Other Investments. Upon receipt of any
check or other instrument drawn or endorsed to it as agent for, or identified as
being for the account of the Trust, or drawn or endorsed to the Trust or
Mackenzie Investment Management Inc. as the distributor of the Trust's Shares
for the purchase of Shares, IMSC shall stamp the check with the date of receipt,
shall forthwith process the same for collection and, shall record the number of
Shares sold, the trade date and price per Share, and the amount of money to be
delivered to the Custodian for the sale of such Shares.
(b) Issuance of Shares. Upon receipt of notification that the Custodian has
received the amount of money specified in the immediately preceding paragraph,
IMSC shall issue to and hold in the account of the purchases/shareholder, or if
no account is specified therein, in a new account established in the name of the
purchases, the number of Shares such purchaser is entitled to receive, as
determined in accordance with applicable laws or regulations.
(c) Confirmation. IMSC shall send to the purchaser/shareholder a confirmation of
each purchase which will show the new share balance, the Shares held under a
particular plan, if any, for withdrawing investments, the amount invested and
the price paid for the newly purchased Shares, or will be in such other form as
the Trust and IMSC may agree from time to time.
(d) Suspension of Sales of Shares. IMSC shall not be required to issue any
Shares of the Trust where it has received a Written Instruction from the Trust
or written notice from any appropriate Federal or state authority that the sale
of the Shares of the Trust has been suspended or discounted, and IMSC shall be
entitled to rely upon such Written Instructions or written notification.
(e) Taxes in Connection with Issuance of Shares. Upon the issuance of any Shares
in accordance with the foregoing provisions of this paragraph, IMSC shall not be
responsible for the payment of any original issue or other taxes required to be
paid in connection with such issuance.
(f) Returned Checks. In the event that any check or other order for the payment
of money is returned unpaid for any reason, IMSC shall: (i) give prompt notice
of such return to the Trust or its designee; (ii) place a stop transfer order
against all Shares issued as a result of such check or order; and (iii) take
such actions as IMSC may from time to time deem appropriate.
7. Redemptions.
(a) Requirements for Transfer of Redemption of Shares. IMSC shall process all
requests from shareholders to transfer or redeem Shares in accordance with the
procedures set forth in the Trust's Prospectus or as authorized by the Trust
pursuant to Written Instructions, including, but not limited to, all requests
from shareholders to redeem Shares of each Fund and all determinations of the
number of Shares required to be redeemed to fund designated monthly payments,
automatic payments or any other such distribution or withdrawal plan.
IMSC will transfer or redeem Shares upon receipt of Written Instructions
and Share certificates, if any, properly endorsed for transfer or redemption,
accompanied by such documents as IMSC reasonably may deem necessary to evidence
the authority of the person making such transfer or redemption, and bearing
satisfactory evidence of the payment of stock transfer taxes, if any.
IMSC reserves the right to refuse to transfer or redeem Shares until it is
satisfied that the endorsement on the instructions is valid and genuine, and for
that purpose it will require a guarantee of signature by a guarantor meeting
eligibility standards as may be adopted by IMSC from time to time in accordance
with applicable law. IMSC 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 shall incur no liability for the refusal, in good
faith, to make transfers or redemptions which IMSC, in its good judgment, deems
improper or unauthorized, or until it is reasonably satisfied that there is no
basis to any claims adverse to such transfer or redemption.
IMSC may, in effecting transactions, rely upon the provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers or the
provisions of Article 8 of the Uniform Commercial Code, as the same may be
amended from time to time in the Commonwealth of Massachusetts, which in the
opinion of legal counsel for the Trust or of its own legal counsel protect it in
not requiring certain documents in connection with the transfer or redemption of
Shares. The Trust may authorize IMSC to waive the signature guarantee in certain
cases by Written Instructions.
(b) Notice to Custodian and Trust. When Shares are redeemed, IMSC shall, upon
receipt of the instructions and documents in proper form, deliver to the
Custodian and the Trust a notification setting forth the applicable Fund and the
number of Shares to be redeemed. Such redemptions shall be reflected on
appropriate accounts maintained by IMSC reflecting outstanding Shares of the
Trust and Shares attributed to individual accounts and, if applicable, any
individual withdrawal or distribution plan.
(c) Payment of Redemption Proceeds. IMSC shall, upon receipt of the moneys paid
to it by the Custodian for the redemption of Shares, pay to the Shareholder, or
his authorized agent or legal representative, such moneys are received from the
Custodian, all in accordance with the redemption procedures described in the
Trust's Prospectus. The Trust shall indemnify IMSC for any payment of redemption
proceeds or refusal to make such payment if the payment or refusal to pay is in
accordance with said written procedures.
IMSC shall not process or effect any redemptions pursuant to a plan of
distribution or redemption or in accordance with any other shareholder request
upon the receipt by IMSC of notification of the suspension of the determination
of the Trust's net asset value.
8. Dividends.
(a) Notice to IMSC and Custodian. Upon the declaration of each dividend and/or
distribution by the Trust with respect to Shares of a Fund, the Trust shall
notify IMSC, with respect to Shares of such Fund, of (i) the date of the
declaration of such dividend or distribution, (ii) the ex-dividend date, (iii)
the date of payment thereof, (iv) the record date as of which shareholders
entitled to payment shall be determined, (v) the amount payable per Share to the
Shareholders of record as of that date, (vi) the total amount payable to IMSC on
the payment date and (vii) whether such dividend or distribution is to be paid
in Shares of such class at net asset value.
On or before the payment date, the Trust will direct the Custodian of the
Trust to pay to IMSC sufficient cash to make payment of the dividend and/or
distribution to the shareholders of record as of such payment date.
(b) Payment of Dividends by IMSC. Unless otherwise elected by a shareholder,
IMSC will, on the designated payment date, automatically reinvest all dividends
in additional Shares at net asset value (determined on dividend reinvestment
valuation date established by the Trust), and mail to each shareholder at his
address of record, or such other address as the shareholder may have designated,
a statement showing the number of full and fractional Shares (rounded to three
decimal places) then currently owned by the shareholder and the net asset value
of the Shares so credited to the shareholder's account. All other dividends
shall be paid in cash, by check, to shareholders or their designees.
(c) Insufficient Funds for Payments. If IMSC does not receive sufficient cash
from the Custodian to make total dividend and/or distribution payments to all
shareholders of a Fund of the Trust as of the record date, IMSC will, upon
notifying the Trust, withhold payment to all shareholders of record as of the
record date until such sufficient cash is provided to IMSC.
(d) Information Returns. It is understood that IMSC shall file such appropriate
information returns concerning the payment of dividends, return of capital and
capital gain distributions with the proper Federal, state and local authorities
as are required by law to be filed and shall be responsible for the withholding
of taxes, if any, due on such dividends or distributions to Shareholders when
required to withhold taxes under applicable law.
EXHIBIT 1
(to Schedule C)
Summary of Services
The services to be performed by IMSC shall be as follows:
A. DAILY RECORDS
Maintain daily on disc the following information with respect to each
shareholder account as received:
- Name and Address (Zip Code)
- Balance of Shares held by IMSC
- State of residence code
- Beneficial owner code: i.e., male, female, joint tenant, etc.
- Dividend code (reinvestment)
- Number of Shares held in certificate form
- Telephone number
- Tax information (certified tax information number, any back-up withholding)
B. OTHER DAILY ACTIVITY
- Answer written inquiries received by IMSC relating to
shareholder accounts (matters relating to portfolio
management, distribution of Shares and other
management policy questions will be referred to
Trust).
- Furnish a Statement of Additional Information to any
shareholder who requests (in writing or by telephone)
such statement from IMSC.
- Examine and process Share purchase applications in accordance with the
Prospectus.
- Furnish Forms W-9 and W-8 to all shareholders whose
initial subscriptions for Shares did not include
taxpayer identification numbers.
- Process additional payments into established shareholder accounts in
accordance with the Prospectus.
- Upon receipt of proper instructions and all required documentation, process
requests for redemption of Shares.
- Accounting for the Trust's front-end sales commissions and brokers'
commissions.
- Identify redemption requests made with respect to
accounts in which Shares have been purchased within
an agreed-upon period of time for determining whether
good funds have been collected with respect to such
purchase and process as agreed by IMSC and the Trust.
- Examine and process all transfers of Shares, ensuring
that all transfer requirements and legal documents
have been supplied.
- Issue and mail replacement checks.
C. REPORTS PROVIDED TO THE TRUST
Furnish the following reports to the Trust:
- Daily financial totals
- Monthly Form N-SAR information (sales/redemption)
- Monthly report of outstanding Shares
- Monthly analysis of accounts by beneficial owner code
- Monthly analysis of accounts by share range
D. DIVIDEND ACTIVITY
- Calculate and process Share dividends and distributions as instructed
by the Trust.
- Compute, prepare and mail all necessary reports to
shareholders, federal and/or state authorities as
requested by the Trust.
E. MEETINGS OF SHAREHOLDERS
- Cause to be mailed proxy and related material for all
meetings of shareholders. Tabulate returned proxies
(proxies must be adaptable to mechanical equipment of
IMSC or its agents) and supply daily reports when
proxies are being solicited.
- Prepare and submit to the Trust an Affidavit of Mailing.
- At the time of the meeting, furnish a certified list
of shareholders, hard copy, microfilm and/or
microfiche, if requested by the Trust.
F. PERIODIC ACTIVITIES
- Cause to be mailed reports, Prospectuses, and any
other enclosures requested by the Trust (material
must be adaptable to mechanical equipment of IMSC or
its agents).
