EXHIBIT 9(a)
FORM OF
MUTUAL FUNDS SERVICE AGREEMENT
TRUST ADMINISTRATION AND COMPLIANCE SERVICES
TRUST ACCOUNTING SERVICES
CHASE GLOBAL FUNDS SERVICES COMPANY
______________, 1997
MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS
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SECTION PAGE
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1. Appointment 1
2. Representations and Warranties 1
3. Delivery of Documents 3
4. Services Provided 4
5. Fees and Expenses 5
5. Limitation of Liability and Indemnification 7
7. Term 10
8. Notices 10
9. Waiver 11
10. Force Majeure 11
11. Amendments 11
12. Severability 11
13. Governing Law 11
Signatures 12
14. Miscellaneous
15. Confidentiality
16. Signatures
Schedule A - Fees and Expenses A-1
Schedule B - Trust Administration and Compliance Services Description B-1
Schedule C - Trust Accounting Services Description C-1
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MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of ________ __, 1997 by and between the EQ ADVISORS
TRUST (the "Trust"), a business trust organized under Delaware law, and CHASE
GLOBAL FUNDS SERVICES COMPANY ("Chase"), a Delaware corporation.
WITNESSETH:
WHEREAS, the Trust is registered as an open-end management investment
company of the series type under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Trust wishes to contract with Chase to provide certain
administrative, accounting and compliance services with respect to the Trust,
including its constituent portfolios (the "Portfolios" and, each, a
"Portfolio");
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints Chase to provide
administrative, accounting and compliance services for the Trust, as described
hereinafter, subject to the supervision of the Board of Trustees of the Trust
(the "Board")and EQ Financial Consultants, Inc., the Trust's manager
("Manager"), 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 Trust 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
State of New York and in the Commonwealth of Massachusetts in performance of
its duties under this Agreement;
(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;
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(vi) no legal or administrative proceedings have been instituted
or threatened which would impair Chase's ability to perform its duties and
obligations under this Agreement; and
(vii) Chase's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of Chase or any law or regulation applicable to Chase;
(b) The Trust represents and warrants to Chase that:
(i) the Trust is a Delaware business trust, duly organized and
existing and in good standing under the laws of the State of Delaware;
(ii) the Trust is empowered under applicable laws and by its
Charter Document and By-Laws to enter into and perform this Agreement;
(iii) all requisite proceedings have been taken to authorize the
Trust to enter into and perform this Agreement;
(iv) the Trust is an investment company properly registered
under the 1940 Act,
(v) a registration statement under the Securities Act of 1933,
as amended (" 1933 Act") and the 1940 Act on Form N-1A has been fled 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 currant during the term of this Agreement;
(vi) no legal or administrative proceedings have been instituted
or threatened which would impair the Trust's ability to perform its duties and
obligations under this Agreement;
(vii) the Trust'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 Trust'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
(viii) the Trust's entrance into this Agreement shall not cause
a material breach or be in material conflict with any other agreement or
obligation of the Trust or any law or regulation applicable to it.
3. DELIVERY OF DOCUMENTS. The Trust will promptly furnish to Chase such
copies, properly certified or authenticated, of contracts, documents and other
related information, other than confidential documents or information, that
Chase may reasonably request or require to properly discharge its duties. In
the event that the Trust does not furnish to Chase copies of any documents or
information that Chase requires to properly discharge its duties, Chase shall
not
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be liable to the Trust for any losses resulting from the failure to deliver
such documents or information. 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 Trust and approving this Agreement;
(b) The Trust's Declaration of Trust;
(c) The Trust's By-Laws;
(d) The Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Trust'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 Management Agreement between the Trust
and the Manager (the "Management Agreement");
(g) Copies of each of the Investment Advisory Agreements between the
Manager and the investment advisers;
(h) The Trust's prospectus(es) and statement(s) of additional
information relating to all Trusts, 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 as from time to time hereafter amended and
supplemented, herein called the "Prospectuses"); and
(i) Such other material agreements as the Trust 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 Trust's Registration Statement,
Declaration of Trust and By-Laws; applicable laws and regulations; and all
resolutions and policies implemented by the Board:
(i) Trust Administration,
(ii) Trust Accounting, and
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(iii) Compliance Services.
A detailed description of each of the above services is contained in Schedules
B and C, respectively, to this Agreement.
(b) Chase will also:
(i) provide, without additional cost to the Trust except for
out-of-pocket expenses, office facilities in an appropriate location 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, without additional remuneration from or other cost
to the Trust except for out-of-pocket expenses, the services of individuals to
serve as officers of the Trust who will be designated by Chase and elected by
the Board subject to reasonable Board approval;
(iii) provide or otherwise obtain, without additional
remuneration from or other cost to the Trust except for out-of-pocket
expenses, personnel sufficient for provision of the services contemplated
herein;
(iv) furnish, at no additional cost to the Trust except for
out-of-pocket expenses, equipment and other materials, which are necessary or
desirable for provision of the services contemplated herein; and
(v) keep records, at no additional cost to the Trust except for
out-of-pocket expenses, 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 Trust and will be preserved for the
periods prescribed under Rule 3la-2 under the 1940 Act and made available in
accordance with such Section and rules.
5. FEES AND EXPENSES.
(a) As compensation for the services rendered to the Trust pursuant
to this Agreement, as set forth in Section 4 and in Schedules B and C hereof,
the Trust 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. If this Agreement becomes effective or
the provision of services under this Agreement terminates before the end of
any month, the fee for the part of the month from the effective date to the
end of the month or from the beginning of the month to the date of such
termination shall be prorated according to the proportion which such part
bears to the full monthly period and shall be payable upon the date of such
termination.
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(b) For the purpose of determining fees calculated as a function of
the Trust's assets, the value of the Trust'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 Trust may request additional services, additional processing,
or special reports, with such specifications and requirements as may be
reasonably required by Chase. If Chase elects to provide such additional
services or arrange for their 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 Trust agrees to bear all expenses that are
incurred in its operation and not specifically assumed by Chase. Such other
expenses to be incurred in the operation of the Trust and to be borne by the
Trust, include, but are not limited to: taxes; interest; brokerage fees and
commissions; salaries and fees of officers and trustees who are not officers,
directors, shareholders or employees of Chase, or the Manager, the Trust's
investment advisers, transfer agent, or distributor, SEC and state
registration and qualification fees, levies, fines and other charges; XXXXX
filing fees, processing services and related fees; postage and mailing costs;
costs of share certificates; management, investment advisory, transfer agency,
distribution, shareholder service and administration fees; charges and
expenses of 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
trust existence; expenses of typesetting and printing of Trust prospectuses
for regulatory purposes and for distribution to current shareholders of the
Trust in the case of those classes of shares of any of the Portfolios that
have adopted a Rule 12b-1 plan, such classes of shares may bear the expense of
all other printing, production, and distribution of prospectuses, and
marketing materials provided to potential investors); expenses of printing and
production costs of shareholders' reports and proxy statements and materials;
expenses of proxy solicitation, proxy tabulation and Trust shareholder
meetings; costs and expenses of Trust stationery and forms; costs associated
with Trust, shareholder and Board meetings; trade association dues and
expenses; charges and expenses related to the CMO System licensed by Chase as
such system is utilized by Chase in conjunction with its obligations under
this Agreement; charges and expenses related to the Fund Works System licensed
by Chase, provided, however, that the Trust will only be responsible for a pro
rata share of such charges and expenses based upon the number of shareholder
reports produced by Chase utilizing this system; and any extraordinary
expenses and other customary Trust 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 Trust. The Trust will reimburse Chase for the
Trust's share of the cost of such pricing services based upon the actual
usage, or a pro-rata estimate of the use, of the services for the benefit of
the Trust.
(e) All fees, approved 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. Out-of-
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pocket expenses shall be considered and approved in accordance with Expense
Approval Guidelines as mutually agreed upon by the parties hereto from time to
time.
(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.
(g) The Trust must notify Chase in writing of any contested amounts
within sixty (60) 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 Trust, in connection with the
matters to which this Agreement relates, except for a loss or expense caused
by or resulting from or attributable to willful misfeasance, bad faith or
negligence on Chase's part in the performance of its duties or from reckless
disregard by Chase of its obligations and duties under this Agreement or
Chase's refusal or failure to comply with the material terms of this Agreement
or its breach of any representation or warranty 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, and as long as Chase acts in good
faith, with due diligence and without negligence, Chase shall not be
responsible for, and the Trust shall indemnify and hold Chase harmless from
and against any and all losses, damages (excluding consequential, punitive,
special or indirect damages), costs, reasonable attorneys' fees and expenses,
payments, expenses and liabilities incurred by Chase, any of its agents, or
the Trust'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 Trust,
and which have been prepared or maintained by the Trust or any third party on
behalf of the Trust;
(iii) the Trust's refusal or failure to comply with the terms of
this Agreement or the Trust's lack of good faith, or its actions, or lack
thereof, involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of the Trust
hereunder;
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(v) 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 Trust;
(vi) any delays, inaccuracies, errors in or omissions from
information or data provided to Chase by data services, including data
services providing information in connection with the CMO System licensed by
Chase, and by any corporate action services, pricing services or securities
brokers and dealers;
(vii) the offer or sale of shares by the Trust in violation of
any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop order
or other determination or ruling by any Federal agency or any state agency
with respect to the offer or sale of such shares in such state (1) resulting
from activities, actions, or omissions by the Trust or its other service
providers and agents, or (2) existing or arising out of activities, actions or
omissions by or on behalf of the Trust prior to the effective date of this
Agreement;
(viii) any failure of the Trust'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 Trust's prospectus;
(ix) except as provided for in Schedule B.I., the actions taken
by the Trust, its Manager, and its distributor in compliance with applicable
securities, tax, commodities and other laws, rules and regulations, or the
failure to so comply, and
(x) all actions, inactions, omissions, or errors caused by third
parties to whom Chase or the Trust has assigned any rights and/or delegated
any duties under this Agreement at the specific request of or as required by
the Trust, its Manager, investment advisers, distributor, administrator or
sponsor.
The Trust shall not 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 the Trust has been advised of the likelihood
of such loss or damage and regardless of the form of action.
7. TERM. This Agreement shall become effective on the date first
hereinabove written and may be modified or amended from time to time in
writing by mutual agreement between the parties hereto. The Agreement shall
continue in effect unless terminated by either party on ninety (90) days'
prior written notice. Upon termination of this Agreement, the Trust shall pay
to Chase such compensation and any documented and agreed upon 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
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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 Trust:
Attention:
Fax:
If to Chase:
Chase Global Funds Services Company
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000 Attention:
Fax:
9. WAIVER. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement.
Any waiver must be in writing signed by the waiving party.
10. FORCE MAJEURE. In the event Chase is unable to perform its
obligations or duties under the terms of this Agreement because of any act of
God, strike, riot, act of war, equipment failure, power failure or damage or
other causes reasonably beyond its control, Chase shall not be liable for any
loss, damage, cost, charge, counsel fee, payment, expense or liability to any
other party (whether or not a party to this Agreement) resulting from such
failure to perform its obligations or duties under this Agreement or otherwise
from such causes. This provision, however, shall in no way excuse Chase from
liability to the Trust for any and all losses, damages, costs, charges,
counsel fees, payments and expenses incurred by the Trust due to the
non-performance or delay in performance by Chase of its duties and obligations
under this Agreement if such non-performance or delay in performance could
have been reasonably prevented by Chase through back-up systems and other
procedures commonly employed by other administrators in the mutual fund
industry, provided that Chase shall have the right, at all times, to mitigate
or cure any losses.
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.
12. 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
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person or circumstance it shall nevertheless remain applicable to all other
persons and circumstances.
13. GOVERNING LAW. This Agreement shall be governed by the substantive
laws of the State of New York.
14. MISCELLANEOUS. 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 Trust and its
custodians, officers and trustees, investors, agents and other service
providers which Chase reasonably believes to be genuine, valid and authorized.
Chase shall also be entitled to consult with and rely on the advice and
opinions of outside legal counsel retained by the Trust, as necessary or
appropriate.
15. CONFIDENTIALITY. Chase agrees that, except as otherwise required by
law or in connection with any required disclosure to a banking or other
regulatory authority or for purposes of performing its obligation hereunder,
it will keep confidential all records and information in its possession
relating to the Trust or its shareholders and will not disclose any
confidential information except at the request or with the written consent of
the Trust.
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.
EQ ADVISORS TRUST
By:_________________________________
Name:
Title:
CHASE GLOBAL FUNDS
SERVICES COMPANY
By:_________________________________
Name:
Title:
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
TRUST ADMINISTRATION, ACCOUNTING AND COMPLIANCE FEES
A. For the services rendered under this Agreement, the Trust shall pay
to Chase an annual fee in accordance with the following schedule:
i. Until the total Trust assets reach $2.0 billion:
.055 of 1% of the total Trust assets, plus $25,000 for each
Portfolio.
ii When the total Trust assets exceed $2.0 billion:
.045 of 1% of the first $0.5 billion of the total Trust assets;
.035 of 1% of the next $2.0 billion of the total Trust assets;
.025 of 1% of the next $1.0 billion of the total Trust assets;
.015 of 1% of the next $2.5 billion of the total Trust assets; and
.01 of 1% of the total Trust assets in excess of $6.0 billion;
except that the annual fee payable to Chase hereunder with
respect to any Portfolio which commences operations after July 1,
1997 and whose assets do not exceed $200 million shall be
computed in accordance with paragraph A.i. of this Schedule A.
B. The foregoing calculations are based on the average daily net assets
of the Trust, as described. The fees will be computed, billed and
payable monthly.
C. Approved out-of-pocket expenses, as provided in Section 5, will be
computed, billed and payable monthly.
D. Notwithstanding the foregoing provisions of this Schedule A and
Section 5 of this Agreement, no fees will be charged by Chase for its
services under this Agreement until November 1, 1997.
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF TRUST ADMINISTRATION
AND COMPLIANCE SERVICES
I. FINANCIAL AND TAX REPORTING
A. Prepare management reports and Board of Trustees materials,
such as unaudited financial statements and summaries of
dividends and distributions.
B. Report Trust performance to outside services as directed by
Trust management.
C. Calculate dividend and capital gain distributions in
accordance with distribution policies detailed in the
Trust's prospectus(es) or Board resolutions. Assist Trust
management in making final determinations of distribution
amounts.
D. Estimate and recommend year-end dividend and capital gain
distributions necessary to establish Trust'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. The Trust 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; and
Chase will make appropriate credits to each shareholder's
account.
F. Working with the Trust's independent public accountants and
other appropriate persons, prepare and file Trust'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).
G. Prepare for review by appropriate persons and file Trust's
Form N-SAR with the SEC.
H. Prepare and coordinate printing of Trust's semi-annual and
annual reports to shareholders and file such reports with
the appropriate regulatory agencies. Notwithstanding the
foregoing, Chase shall not be responsible for preparing the
"President's Letters" or the "Management's discussion of
each Portfolio's performance" but shall review the text of
the "President's letters" and "Management's discussion of
each Portfolio's performance" (which shall also be subject
to review by the Trust's legal counsel.
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I. Prepare for review and approval by the Trust's officers
financial information for the Trust's semi-annual and annual
reports, proxy statements and other communications required
or otherwise sent to the Trust's shareholders (and their
contractowners) and arrange, if requested, for the printing
and dissemination of such reports and communications.
J. Provide financial information for Trust proxies and
prospectuses including expense table.
K. File copies of financial reports to shareholders with the
SEC under Rule 30b2-1.
L. Notify the separate accounts as to what portion, if any, of
the distributions made by the Trust' during the prior fiscal
year were exempt-interest dividends under Section
852(b)(5)(A) of the Code.
M. Provide Form 1099-MISC to persons other than corporations
(i.e., Trustees) to whom the Trust paid more than $600
during the year.
II. PORTFOLIO COMPLIANCE
Chase shall provide the following compliance services in conjunction
with each Adviser's obligations pursuant to its Investment Advisory Agreement
with the Trust and all applicable laws.
A. Monitor and periodically test each Portfolio's compliance
with investment restrictions (e.g., issuer or industry
diversification, etc.) listed in the current prospectus(es)
and Statement(s) of Additional Information.
B. Monitor and periodically test each Portfolio's compliance
with the requirements of Section 851 of the Code for
qualification as a RIC.
C. Monitor and periodically test each Portfolio's compliance
with the requirements of Section 817(h) of the Code.
D. Monitor each investment adviser's compliance with Board
directives such as "Approved Issuers Listings for Repurchase
Agreements", Rule 17a-7, Rule 17e-1 and Rule 12d-3
procedures.
E. Mail quarterly requests for "Securities Transaction Reports"
to the Trust's Trustees and Officers and "access persons"
under the terms of the Trust's Code of Ethics and SEC
regulations.
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F. Prepare, distribute, and utilize in compliance training
sessions, comprehensive compliance materials, including
compliance manuals and checklists, subject to review and
comment by the Trust's legal counsel and develop or assist
in developing guidelines and procedures to improve overall
compliance by the Trust and its various agents.
III. REGULATORY AFFAIRS AND CORPORATE GOVERNANCE
A. Prepare and file post-effective amendments to the Trust's
registration statement and supplements as needed with
respect to the currently existing Portfolios only.
B. Prepare and file proxy materials and administer
shareholder meetings.
C. Prepare agenda, collect background information and prepare
all Board materials for Board meetings and distribute such
materials to all necessary parties.
D. Prepare minutes, and follow up on matters related to Chase's
responsibilities under this Agreement that are raised at all
Board meetings.
E. In coordination with the Manager, make reports and
recommendations to the Board concerning the performance of
each of the investment advisers and other service providers
for the Trust, as the Board may reasonably request.
F. Prepare and file with the SEC Rule 24f-2 Notices (and all
similar state filings, if required by the states). Chase
shall not be responsible for preparing any legal opinions
required in connection with Rule 24f-2 Motices.
G. Assist with the review and monitoring of fidelity bond and
errors and omissions insurance coverage and the submission
of any related regulatory filings.
H. Prepare and update documents, such as charter document,
by-laws, and foreign qualification filings.
I. Provide support and counsel with respect to routine
regulatory examinations or investigations of the Trust and
work closely with the Trust's legal counsel in response to
any non-routing regulatory matters. Also, coordinate all
communications and data collection with regard to any
regulatory examinations and yearly audits by independent
accountants.
J. Maintain general corporate calendar.
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K. Assist with preparations for attend and prepare minutes of
shareholder meetings.
L. When requested provide consultation on regulatory matters
relating to portfolio management, Trust operations and any
potential changes in each Portfolio's investment policies,
operations or structure.
M. Maintain continuing awareness of significant emerging
regulatory and legislative developments which may affect
each Portfolio; update the Board and the Manager on those
developments and provide related planning assistance where
reasonably requested or appropriate.
IV. GENERAL ADMINISTRATION
A. Furnish appropriate officers for the Trust, subject to
Board approval.
B. Prepare Trust, portfolio or class expense projections,
establish accruals and review on a periodic basis, including
expenses based on a percentage of average daily net assets
(e.g., management, advisory and administrative fees) and
expenses based on actual charges annualized and accrued
daily (audit fees, registration fees, directors' fees,
etc.).
C. For new 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. Arrange if directed by the appropriate Trust officers, for
the payment of the Trust's and each Portfolio's or class'
expenses.
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
DESCRIPTION OF FUND ACCOUNTING SERVICES
I. GENERAL DESCRIPTION
Chase shall provide the following accounting services to the Trust:
A. Maintenance of the. books and records for the Trust's
assets, including records of all securities transactions.
B. Calculation of each Portfolio's or class' net asset value in
accordance with the Trust's prospectus, and after the
Portfolio or class meets eligibility requirements,
transmission to NASDAQ and to such other entities as
directed by the Trust.
C. Accounting for dividends and interest received and
distributions made by the Trust.
D. Coordinate with the Trust's independent auditors with respect
to the annual audit, and as otherwise requested by the
Trust.
E. Consult with the Trust's officers, independent public
accountants and other appropriate persons in establishing
the accounting policies of the Trust.
F. As mutually agreed upon, Chase will provide domestic and/or
international reports.
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