MUTUAL FUNDS SERVICE AGREEMENT
Fund Administration Services
Fund Accounting Services
Transfer Agency Services
CHASE GLOBAL FUNDS SERVICES COMPANY
June ___, 1997
MUTUAL FUNDS SERVICE AGREEMENT
Table of Contents
Section Page
------- ----
1. APPOINTMENT....................................................... 1
2. REPRESENTATIONS AND WARRANTIES.................................... 1
3. DELIVERY OF DOCUMENTS............................................. 4
4. SERVICES PROVIDED................................................. 5
5. FEES AND EXPENSES................................................. 6
6. LIMITATION OF LIABILITY AND INDEMNIFICATION....................... 9
7. TERM.............................................................. 13
8. NOTICES........................................................... 13
9. WAIVER............................................................ 14
10. FORCE MAJEURE..................................................... 14
11. AMENDMENTS........................................................ 14
11. SEVERABILITY...................................................... 15
12. GOVERNING LAW..................................................... 15
Signatures................................................................. 15
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MUTUAL FUNDS SERVICE AGREEMENT
Table of Contents (continued)
Page
----
Schedule A -- Fees and Expenses .......................................... A-1
Schedule B -- Fund Administration Services Description ................... B-1
Schedule C -- Fund Accounting Services Description........................ C-1
Schedule D -- Transfer Agency Services Description........................ D-1
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MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of June _, 1997 by and between Xxxxx &
Steers Special Equity Fund, Inc. (the "Fund"), a Maryland corporation, and Chase
Global Funds Services Company ("Chase"), a Delaware corporation.
WITNESSETH:
WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the "
1940 Act"); and
WHEREAS, the Fund wishes to contract with Chase to provide
certain services with respect to the Fund;
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 Chase to provide services for
the Fund, as described hereinafter, subject to the supervision of the Board of
Directors [Trustees] of the Fund (the "Board"), for the period and on the terms
set forth in this Agreement. Chase accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Section 5 of and Schedule A to this Agreement.
2. REPRESENTATIONS AND WARRANTIES.
(a) Chase represents and warrants to the Fund that:
(i) Chase is a corporation, duly organized and
existing under the laws of the State of Delaware;
(ii) Chase is duly qualified to carry on its
business in the Commonwealth of Massachusetts;
(iii) Chase is empowered under applicable laws and
by its Articles of Incorporation and By-Laws to enter into and perform this
Agreement;
(iv) all requisite corporate proceedings have
been taken to authorize Chase to enter into and perform this Agreement;
(v) Chase has, and will continue to have, access
to the facilities, personnel and equipment required to fully perform its duties
and obligations hereunder;
(vi) no legal or administrative proceedings have
been instituted or threatened which would impair Xxxxx'x ability to perform its
duties and obligations under this Agreement; and
(vii) Xxxxx'x entrance into this Agreement shall
not cause a material breach or be in material conflict with any other agreement
or obligation of Chase or any law or regulation applicable to Chase;
(b) The Fund represents and warrants to Chase that:
(i) the Fund is a Maryland corporation [business
trust], duly organized and existing and in good standing under the laws of the
State of Maryland; (ii) the Fund is empowered under applicable laws and by its
Charter Document and By-Laws to enter into and perform this Agreement;
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(ii) all requisite proceedings have been taken to
authorize the Fund to enter into and perform this Agreement;
(iii) the Fund is an investment company properly
registered under the 1940 Act;
(iv) a registration statement under the
Securities Act of 1933, as amended ("1933 Act") and the 1940 Act on Form N-1A
has been filed and will be effective and will remain effective during the term
of this Agreement, and all necessary filings under the laws of the states will
have been made and will be current during the term of this Agreement;
(v) no legal or administrative proceedings have
been instituted or threatened which would impair the Fund's ability to perform
its duties and obligations under this Agreement;
(vi) the Fund's registration statements comply in
all material respects with the 1933 Act and the 1940 Act (including the rules
and regulations thereunder) and none of the Fund's prospectuses and/or
statements of additional information contain any untrue statement of material
fact or omit to state a material fact necessary to make the statements therein
not misleading; and
(vii) the Fund's entrance into this Agreement
shall not cause a material breach or be in material conflict with any other
agreement or obligation of the Fund or any law or regulation applicable to it.
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3. DELIVERY OF DOCUMENTS. The Fund will promptly furnish to Chase
such copies, properly certified or authenticated, of contracts, documents and
other related information that Chase may request or requires to properly
discharge its duties. Such documents may include but are not limited to the
following:
(a) Resolutions of the Board authorizing the appointment of
Chase to provide certain services to the Fund and approving this Agreement;
(b) The Fund's Charter Document;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form
N-8A under the 1940 Act as filed with the Securities and Exchange
Commission ("SEC");
(e) The Fund's registration statement including exhibits, as
amended, on Form N-1A (the "Registration Statement") under the 1933 Act and the
1940 Act, as filed with the SEC;
(f) Copies of the Investment Advisory Agreement between the
Fund and its investment adviser (the "Advisory Agreement");
(g) Opinions of counsel and auditors' reports;
(h) The Fund's prospectus(es) and statement(s) of
additional information relating to all funds, series, portfolios and classes, as
applicable, and all amendments and supplements thereto (such Prospectus(es) and
Statement(s) of Additional Information and supplements thereto, as presently in
effect and
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as from time to time hereafter amended and supplemented, herein called the
"Prospectuses"); and
(i) Such other agreements as the Fund may enter into from time
to time including securities lending agreements, futures and commodities account
agreements, brokerage agreements and options agreements.
4. SERVICES PROVIDED.
(a) Chase will provide the following services subject to the
control, direction and supervision of the Board and in compliance with the
objectives, policies and limitations set forth in the Fund's Registration
Statement, Charter Document and By-Laws; applicable laws and regulations; and
all resolutions and policies implemented by the Board:
(i) Fund Administration,
(ii) Fund Accounting, and
(iii) Transfer Agency.
A detailed description of each of the above services is contained in Schedules
B, C and D, respectively, to this Agreement.
(b) Chase will also:
(i) provide office facilities with respect to the
provision of the services contemplated herein (which may be in the offices of
Chase or a corporate affiliate of Chase);
(ii) provide the services of individuals to serve
as officers of the Fund who will be designated by Chase and elected by the
Board subject to reasonable Board approval;
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(iii) provide or otherwise obtain personnel
sufficient for provision of the services contemplated herein;
(iv) furnish equipment and other materials, which
are necessary or desirable for provision of the services contemplated herein;
and
(v) keep records relating to the services
provided hereunder in such form and manner as Chase may deem appropriate or
advisable. To the extent required by Section 31 of the 1940 Act and the rules
thereunder, Chase agrees that all such records prepared or maintained by Chase
relating to the services provided hereunder are the property of the Fund and
will be preserved for the periods prescribed under Rule 31a-2 under the 1940
Act, maintained at the Fund's expense, and made available in accordance with
such Section and rules.
5. FEES AND EXPENSES.
(a) As compensation for the services rendered to the Fund
pursuant to this Agreement the Fund shall pay Chase monthly fees determined as
set forth in Schedule A to this Agreement. Such fees are to be billed monthly
and shall be due and payable upon receipt of the invoice. Upon any termination
of the provision of services under this Agreement before the end of any month,
the fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full month period and
shall be payable upon the date of such termination.
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(b) For the purpose of determining fees calculated as a
function of the Fund's assets, the value of the Fund's assets and net assets
shall be computed as required by its currently effective Prospectus, generally
accepted accounting principles, and resolutions of the Board.
(c) The Fund may request additional services, additional
processing, or special reports, with such specifications and requirements
documentation as may be reasonably required by Chase. If Chase elects to provide
such services or arrange for the provision, it shall be entitled to additional
fees and expenses at its customary rates and charges.
(d) Chase will bear its own expenses in connection with the
performance of the services under this Agreement except as provided herein or as
agreed to by the parties. The Fund agrees to promptly reimburse Chase for any
services, equipment or supplies ordered by or for the Fund through Chase and for
any other expenses that Chase may incur on the Fund's behalf at the Fund's
request or as consented to by the Fund. Such other expenses to be incurred in
the operation of the Fund and to be borne by the Fund, include, but are not
limited to: taxes; interest; brokerage fees and commissions; salaries and fees
of officers and directors [trustees] who are not officers, directors,
shareholders or employees of Chase, or the Fund's investment adviser or
distributor; SEC and state Blue Sky registration and qualification fees, levies,
fines and other charges; XXXXX filing fees', processing services and related
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fees; postage and mailing costs; costs of share certificates; advisory and
administration fees; charges and expenses of pricing and data services,
independent public accountants and custodians; insurance premiums including
fidelity bond premiums; legal expenses; consulting fees; customary bank charges
and fees; costs of maintenance of corporate [or trust] existence; expenses of
typesetting and printing of Prospectuses for regulatory purposes and for
distribution to current shareholders of the Fund (the Fund's distributor to bear
the expense of all other printing, production, and distribution of Prospectuses,
and marketing materials); expenses of printing and production costs of
shareholders' reports and proxy statements and materials; expenses of proxy
solicitation, proxy tabulation and annual meetings; costs and expenses of Fund
stationery and forms; costs and expenses of special telephone and data lines and
devices; costs associated with corporate [or trust], shareholder, and Board
meetings; trade association dues and expenses; reprocessing costs to Chase
caused by third party errors; and any extraordinary expenses and other customary
Fund expenses. In addition, Chase may utilize one or more independent pricing
services to obtain securities prices and to act as backup to the primary pricing
services, in connection with determining the net asset values of the Fund. The
Fund will reimburse Chase for the Fund's share of the cost of such services
based upon the actual usage, or a pro-rata estimate of the use, of the services
for the benefit of the Fund.
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(e) All fees, out-of-pocket expenses, or additional charges of
Chase shall be billed on a monthly basis and shall be due and payable upon
receipt of the invoice.
(f) Chase will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for such
month. Charges remaining unpaid after thirty (30) days shall bear interest in
finance charges equivalent to, in the aggregate, the Prime Rate (as determined
by Chase) plus two percent per year and all costs and expenses of effecting
collection of any such sums, including reasonable attorney's fees, shall be paid
by the Fund to Chase.
(g) In the event that the Fund is more than sixty (60) days
delinquent in its payments of monthly xxxxxxxx in connection with this Agreement
(with the exception of specific amounts which may be contested in good faith by
the Fund), this Agreement may be terminated upon thirty (30) days' written
notice to the Fund by Chase. The Fund must notify Chase in writing of any
contested amounts within thirty (30) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are being
investigated.
6. LIMITATION OF LIABILITY AND INDEMNIFICATION.
(a) Chase shall not be liable for any error of judgment
or mistake of law or for any loss or expense suffered by the Fund, in
connection with the matters to which this Agreement relates, except for a loss
or expense solely caused by or resulting from willful misfeasance, bad faith or
negligence on
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Xxxxx'x part in the performance of its duties or from reckless disregard by
Chase of its obligations and duties under this Agreement. In no event shall
Chase be liable for any indirect, incidental, special or consequential losses or
damages of any kind whatsoever (including but not limited to lost profits), even
if Chase has been advised of the likelihood of such loss or damage and
regardless of the form of action.
(b) Subject to Section 6(a) above, Chase shall not be
responsible for, and the Fund shall indemnify and hold Chase harmless from and
against, any and all losses, damages, costs, reasonable attorneys' fees and
expenses, payments, expenses and liabilities incurred by Chase, any of its
agents, or the Fund's agents in the performance of its/their duties hereunder,
including but not limited to those arising out of or attributable to;
(i) any and all actions of Chase or its officers or
agents required to be taken pursuant to this Agreement;
(ii) the reliance on or use by Chase or its officers or agents
of information, records, or documents which are received by Chase or its
officers or agents and furnished to it or them by or on behalf of the Fund, and
which have been prepared or maintained by the Fund or any third party on behalf
of the Fund;
(iii) the Fund's refusal or failure to comply with the
terms of this Agreement or the Fund's lack of good faith, or its
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actions, or lack thereof, involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of
the Fund hereunder;
(v) the taping or other form of recording of telephone
conversations or other forms of electronic communications with investors and
shareholders, or reliance by Chase on telephone or other electronic instructions
of any person acting on behalf of a shareholder or shareholder account for which
telephone or other electronic services have been authorized:
(vi) the reliance on or the carrying out by Chase or its
officers or agents of any proper instructions reasonably believed to be duly
authorized, or requests of the Fund or recognition by Chase of any share
certificates which are reasonably believed to bear the proper signatures of the
officers of the Fund and the proper countersignature of any transfer agent or
registrar of the Fund;
(vii) any delays, inaccuracies, errors in or omissions from
information or data provided to Chase by data services, corporate action
services, pricing services or securities brokers and dealers;
(viii) the offer or sale of shares by the Fund in violation of
any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop order
or other determination or ruling by any Federal agency or any state agency with
respect to
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the offer or sale of such shares in such state (1) resulting from activities,
actions, or omissions by the Fund or its other service providers and agents, or
(2) existing or arising out of activities, actions or omissions by or on behalf
of the Fund prior to the effective date of this Agreement;
(ix) any failure of the Fund's registration statement to
comply with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and any other applicable laws, or any untrue statement of a material
fact or omission of a material fact necessary to make any statement therein not
misleading in a Fund's prospectus;
(x) the actions taken by the Fund, its investment adviser, and
its distributor in compliance with applicable securities, tax, commodities and
other laws, rules and regulations, or the failure to so comply; and
(xi) all actions, inactions, omissions, or errors caused by
third parties to whom Chase or the Fund has assigned any rights and/or delegated
any duties under this Agreement at the request of or as required by the Fund,
its investment advisers, distributor, administrator or sponsor.
(c) In performing its services hereunder, Chase shall be
entitled to rely on any oral or written instructions, notices or other
communications, including electronic transmissions, from the Fund and its
custodians, officers and directors, investors, agents and other since providers
which Chase reasonably believes to be genuine, valid and authorized, and shall
be indemnified by
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the Fund for any loss or expense caused by such reliance. Chase shall also be
entitled to consult with and rely on the advice and opinions of outside legal
counsel retained by the Fund, as necessary or appropriate.
7. TERM. This Agreement shall become effective on the date first
hereinabove written and may be modified or amended from time to time by mutual
agreement between the parties hereto. The Agreement shall continue in effect
unless terminated by either party on 180 days' prior written notice. Upon
termination of this Agreement, the Fund shall pay to Chase such compensation and
any out-of-pocket or other reimbursable expenses which may become due or payable
under the terms hereof as of the date of termination or after the date that the
provision of services ceases, whichever is later.
8. NOTICES. Any notice required or permitted hereunder shall be in
writing and shall be deemed effective on the date of personal delivery (by
private messenger, courier service or otherwise) or upon confirmed receipt of
telex or facsimile, whichever occurs first or upon receipt if by mail to the
parties at the following address (or such other address as a party may specify
by notice to the other):
If to the Fund:
Xxxxx & Steers Special Equity Fund, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
Fax: 000-000-0000
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If to Chase:
Chase Global Funds Services Company
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx, General Counsel
Fax: 000-000-0000
9. WAIVER. The failure of a party to insist upon strict adherence to
any tenn of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be writing
signed by the waiving party.
10. FORCE MAJEURE. Chase shall not be responsible or liable for any
harm, loss of damage suffered by the Fund, its investors, or other third parties
or for any failure or delay in performance of Chase's obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond Xxxxx'x control. In the event of a force majeure, any resulting harm,
loss, damage, failure or delay by Chase will not give the Fund the right to
terminate this Agreement.
11. AMENDMENTS. This Agreement may be modified or amended from
time to time by mutual written agreement between the parties. No provision of
this Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
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11. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
XXXXX & STEERS SPECIAL
EQUITY FUND, INC.
By: _________________________
Name: _______________________
Title: ______________________
CHASE GLOBAL FUNDS
SERVICES COMPANY
By: _________________________
Name: _______________________
Title: ______________________
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
Fund Administration and Accounting Fees
A. For the services rendered under this Agreement, the Fund shall pay to
the Administrator an annual fee based on the following schedule:
8 basis points of 1% on the first $500 million in total
assets, plus
5 basis points of 1% on the next $500 million in total
assets, plus
3 basis points of 1% of the total assets in excess of
$1 billion
There will be a $120,000 minimum per year, which will be waived for the
first three months of operation.
B. The foregoing calculation is based on the average daily net assets of
the Fund. The fees will be computed, billed and payable monthly.
C. Out-of-pocket expenses, including but not limited to those in Section
5(d), will be computed, billed and payable monthly.
A-1
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES
I. Financial and Tax Reporting
A. Prepare management reports and Board of Directors [Trustees]
materials, such as unaudited financial statements and
summaries of dividends and distributions.
B. Report Fund performance to outside services as directed
by Fund management.
C. Calculate dividend and capital gain distributions in
accordance with distribution policies detailed in the
Fund's prospectus(es). Assist Fund management in
making final determinations of distribution amounts.
X. Xxxxxxxx and recommend year-end dividend and capital gain
distributions necessary to establish Fund's status as a
regulated investment company ("RIC") under Section 4982 of the
Internal Revenue Code of 1986, as amended (the "Code")
regarding minimum distribution requirements.
E. Working with the Fund's public accountants or other
professionals, prepare and file Fund's Federal tax
return on Form 1120-RIC along with all state and local
tax returns where applicable. Prepare and file Federal
Excise Tax Return (Form 8613).
F. Prepare and file Fund's Form N-SAR with the SEC.
X. Xxxxxxx and coordinate printing of Fund's Semiannual
and Annual Reports to Shareholders.
H. In conjunction with transfer agent, notify shareholders as to
what portion, if any, of the distributions made by the Funds
during the prior fiscal year were exempt- interest dividends
under Section 852 (b)(5)(A) of the Code.
I. Provide Form 1099-MISC to persons other than
corporations (i.e., Trustees [Directors]) to whom the
Fund paid more than $600 during the year.
B-1
J. Prepare and file California State Expense Limitation Report,
if applicable.
X. Provide financial information for Fund proxies and
prospectuses (Expense Table).
II. Portfolio Compliance
A. Assist with monitoring each Investment Fund's compliance with
investment restrictions (e.g., issuer or industry
diversification, etc.) listed in the current prospectus(es)
and Statement(s) of Additional Information, although primary
responsibility for such compliance shall remain with the
Fund's investment adviser or investment manager.
B. Assist with monitoring each Investment Fund's compliance with
the requirements of Section 851 of the Code for qualification
as a RIC (i.e., 90% Income, 30% Income - Short Three,
Diversification Tests), although primary responsibility for
such compliance shall remain with the Fund's investment
adviser or investment manager.
C. Assist with monitoring investment manager's compliance with
Board directives such as "Approved Issuers Listings for
Repurchase Agreements", Rule 17a-7, and Rule 12d-3 procedures,
although primary responsibility for such compliance shall
remain with the Fund's investment adviser or investment
manager.
D. Mail quarterly requests for "Securities Transaction Reports"
to the Fund's Directors [Trustees] and Officers and "access
persons" under the terms of the Fund's Code of Ethics and SEC
regulations.
III. Regulatory Affairs and Corporate Governance
A. Prepare and file post-effective amendments to the Fund's
registration statement and supplements as needed.
B. Prepare and file proxy materials and administer shareholder
meetings.
C. Prepare and file all state registrations of the Fund's
securities including annual renewals; registering new funds,
portfolios, or classes; preparing and filing sales reports;
filing copies of the registration statement, prospectus and
statement of additional
B-2
information; and increasing registered amounts of securities
in individual states.
D. Prepare Board materials for Board meetings.
E. Assist with the review and monitoring of fidelity bond
and errors and omissions insurance coverage and the
submission of any related regulatory filings.
X. Xxxxxxx and update documents such as charter document,
by-laws, and foreign qualification filings.
G. Provide support with respect to routine regulatory
examinations or investigations of the Fund.
H. File copies of financial reports to shareholders with
the SEC under Rule 30b2-1.
IV. General Administration
A. Furnish officers of the Fund, subject to reasonable
Board approval.
B. Prepare fund, portfolio or class expense projections,
establish accruals and review on a periodic basis, including
expenses based on a percentage of average daily net assets
(advisory and administrative fees) and expenses based on
actual charges annualized and accrued daily (audit fees,
registration fees, directors' fees, etc.).
C. For new funds, portfolios and classes, obtain Employer
or Taxpayer Identification Number and CUSIP numbers, as
necessary. Estimate organizational costs and expenses
and monitor against actual disbursements.
D. Coordinate all communications and data collection with regard
to any regulatory examinations and yearly audits by
independent accountants.
B-3
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
DESCRIPTION OF FUND ACCOUNTING SERVICES
I. General Description
Chase shall provide, the following accounting services to the Fund:
A. Maintenance of the books and records for the Fund's
assets, including records of all securities transactions.
B. Calculation of each funds', portfolios' or classes' Net Asset
Value in accordance with the Prospectus, and after the fund,
portfolio or class meets eligibility requirements,
transmission to NASDAQ and to such other entities as directed
by the Fund.
C. Accounting for dividends and interest received and
distributions made by the Fund.
D. Coordinate with the Fund's independent auditors with respect
to the annual audit, and as otherwise requested by the Fund.
E. As mutually agreed upon, Chase will provide domestic and/or
international reports.
C-1
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE D
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services
Chase shall provide to the Fund.
A. Shareholder Recordkeeping. Maintain records showing for each
Fund shareholder the following: (i) name, address, appropriate
tax certification and tax identifying number; (ii) number of
shares of each fund, portfolio or class; (iii) historical
information including, but not limited to, dividends paid,
date and price of all transactions including individual
purchases and redemptions, based upon appropriate supporting
documents; and (iv) any dividend reinvestment order,
application, specific address, payment and processing
instructions and correspondence relating to the current
maintenance of the account.
B. Shareholder Issuance. Record the issuance of shares of each
fund, portfolio or class. Except as specifically agreed in
writing between Chase and the Fund, Chase shall have no
obligation when countersigning and issuing and/or crediting
shares to take cognizance of any other laws relating to the
issue and sale of such shares except insofar as policies and
procedures of the Stock Transfer Association recognize such
laws.
C. Transfer, Purchase and Redemption Orders. Process all orders
for the transfer, purchase and redemption of shares of the
Fund in accordance with the Fund's current prospectus and
customary transfer agency policies and procedures, including
electronic transmissions which the Fund acknowledges it has
authorized, or in accordance with any instructions of the Fund
or its agents which Chase reasonably believes to be
authorized.
X. Xxxxxxxxxxx Communications. Transmit all communications by the
Fund to its shareholders promptly following the delivery by
the Fund of the material to be transmitted by mail, telephone,
courier service or electronically.
E. Proxy Materials. Assist with the mailing or transmission of
proxy materials, tabulating votes, and
D-1
compiling and certifying voting results. Services may include
the provision of inspectors of election at any meeting of
shareholders.
F. Share Certificates. If permitted by Fund policies, and if a
shareholder of the Fund requests a certificate representing
shares, Chase as Transfer Agent, will countersign and mail a
share certificate to the investor at his/her address as it
appears on the Fund's shareholder records.
G. Returned Checks. In the event that any check or other
negotiable instrument for the payment of shares is returned
unpaid for any reason, Chase will take such steps, as Chase
may, in its discretion, deem appropriate and notify the Fund
of such action. However, the Fund remains ultimately liable
for any returned checks or negotiable instruments of its
shareholders.
X. Xxxxxxxxxxx Correspondence. Acknowledge all correspondence
from shareholders relating to their share accounts and
undertake such other shareholder correspondence as may from
time to time be mutually agreed upon.
I. Tax Reporting. Chase shall issue appropriate shareholder tax
forms as required.
J. Dividend Disbursing. Chase will prepare and mail checks, place
wire transfers or credit income and capital gain payments to
shareholders. The Fund will advise Chase of the declaration of
any dividend or distribution and the record and payable date
thereof at least five (5) days prior to the record date. Chase
will, on or before the payment date of any such dividend or
distribution, notify the Fund's Custodian of the estimated
amount required to pay any portion of such dividend or
distribution payable in cash, and on or before the payment
date of such distribution, the Fund will instruct its
Custodian to make available to Chase sufficient funds for the
cash amount to be paid out. If a shareholder is entitled to
receive additional shares by virtue of any such distribution
or dividend, appropriate credits will be made to each
shareholder's account.
D-2
K. Escheatment. Chase shall provide escheatment services only
with respect to the escheatment laws of the Commonwealth of
Massachusetts, including those which relate to reciprocal
agreements with other states.
L. Telephone Services. Chase will provide staff coverage,
training and supervision in connection with the Fund's
telephone line for shareholder inquiries, and will respond to
inquiries concerning shareholder records, transactions
processed by Chase, procedures to effect the shareholder
records and inquiries of a general nature relative to
shareholder services. All other telephone calls will be
referred to the Fund, as appropriate.
M. Fulfillment Services. As directed by the Fund, the Fund
Adviser or the Distributor, or upon the request of prospective
shareholders either by telephone or in writing, Chase will
mail reasonable quantities of prospectuses, applications to
purchase shares, and other information normally sent to
prospective shareholders.
D-3
