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EXHIBIT 10.16(D)
MUTUAL FUNDS SERVICE AGREEMENT
- TRANSFER AGENCY SERVICES
NUVEEN FUNDS
AUGUST 24, 1998
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MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
1. Appointment................................................. 1
2. Representations and Warranties.............................. 1
3. Delivery of Documents....................................... 3
4. Services Provided........................................... 3
5. Fees and Expenses........................................... 4
6. Limitation of Liability and Indemnification................. 6
7. Term........................................................ 8
8. Notices..................................................... 9
9. Waiver...................................................... 9
10. Force Majeure............................................... 9
11. Additional Funds............................................ 10
12. Amendments.................................................. 10
13. Assignment.................................................. 10
14. Severability................................................ 10
15. Governing Law............................................... 10
Signatures.......................................................... 10
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MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS (CONTINUED)
PAGE
Schedule A -- Fees and Expenses.............................. A-1
Schedule B -- List of Nuveen Funds and Jurisdictions under
which Funds are Organized...................... B-1
Schedule C -- Transfer Agency Services Description........... C-1
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MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of August 24, 1998 by and between the NUVEEN
FUNDS (each, a "Fund" and collectively the "Funds"), for the Funds listed on
Schedule B, and organized under the jurisdictions set forth on Schedule B, and
CHASE GLOBAL FUNDS SERVICES COMPANY ("Chase"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, each Fund is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, each 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 Funds hereby appoint Chase to provide services
for the Funds, as described hereinafter, subject to the supervision of the Board
of Directors or Trustees of the Funds (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 Funds 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;
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(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 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) Each Fund represents and warrants to Chase that:
(i) the Fund is a duly organized and existing and
in good standing under the laws of the jurisdictions set forth above its name
on Schedule B;
(ii) the Fund 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 Fund to enter into and perform this Agreement;
(iv) the Fund 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 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;
(vi) 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;
(vii) the Fund's registration statement complies 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
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(viii) 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.
3. DELIVERY OF DOCUMENTS. Each 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 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 its designated agents and in
compliance with the objectives, policies and limitations set forth in the Funds'
Registration Statement, Charter Document and By-Laws; applicable laws and
regulations; and all resolutions and policies implemented by the Board:
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(i) Transfer Agency.
A description of the above service is contained in Schedule C 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 or otherwise obtain personnel sufficient
for provision of the services contemplated herein;
(iii) furnish equipment and other materials, which are
necessary or desirable for provision of the services contemplated herein; and
(iv) 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 Funds and will be
preserved for the periods prescribed under Rule 31a-2 under the 1940 Act,
maintained at the Funds' expense, and made available in accordance with such
Section and rules.
5. FEES AND EXPENSES.
(a) As compensation for the services rendered to the Funds
pursuant to this Agreement the Funds 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 monthly period and
shall be payable upon the date of such termination.
(b) For the purpose of determining fees calculated as a function
of each 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 Funds may request additional services, additional
processing, or special reports, with such specifications, requirements and
documentation as may be reasonably required by Chase. If Chase elects to provide
such services or arrange for their provision, it shall be entitled to additional
fees and expenses at its customary rates and charges.
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(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. Each 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 Funds, include, but are not
limited to: taxes; interest; brokerage fees and commissions; salaries and fees
of officers, directors, or trustees who are not officers, directors,
shareholders or employees of Chase, or the Fund's distributor; SEC and state
Blue Sky registration and qualification fees, levies, fines and other charges;
postage and mailing costs; costs of share certificates; advisory fees;
independent public accountants and custodians; insurance premiums including
fidelity bond premiums; legal expenses; consulting fees; customary bank charges
and fees; 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 and annual meetings; costs and expenses of Fund
stationery and forms; customer service telephone expenses, costs and expenses of
telephone and data lines and devices which are specially requested by the Fund;
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.
(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 reasonably
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 Funds to Chase.
(g) In the event that the Funds are more than sixty (60) days
delinquent in payments of monthly billings in connection with this Agreement
(with the exception of specific
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amounts which may be contested in good faith by the Funds), this Agreement may
be terminated upon thirty (30) days' written notice to the Funds by Chase. The
Funds 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 Funds, 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 Chase's 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, 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 Funds 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 Funds' 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 reasonable 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 Funds, and which have been prepared or maintained by the Funds or any
third party on behalf of the Funds;
(iii) the Funds' refusal or failure to comply with the
terms of this Agreement or the Funds' lack of good faith, or actions, or lack
thereof, involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of
the Funds hereunder;
(v) the taping or other form of recording of
telephone conversations or other forms of electronic communications with
investors and shareholders, or reasonable reliance by Chase on telephone or
other electronic instructions of any person acting on behalf of a
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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 Funds or recognition by Chase of any share
certificates which are reasonably believed to bear the proper signatures of the
officers of the Funds and the proper countersignature of any transfer agent or
registrar of the Funds;
(vii) any delays, inaccuracies, errors in or omissions
from information or data provided to Chase by data, corporate action, pricing
services or securities brokers and dealers;
(viii) the offer or sale of shares by any 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 the offer or sale of such shares in such state (1) resulting
from activities, actions, or omissions by the Funds or their 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 a 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 Funds, their investment
adviser, and their 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 Funds has assigned any rights
and/or delegated any duties under this Agreement at the request of or as
required by the Funds, their investment advisers, distributor, administrator or
sponsor.
(c) In performing its services hereunder, Chase shall be
entitled to reasonably rely on any oral or written instructions, notices or
other communications, including electronic transmissions, from the Funds and
their custodians, officers and directors, investors, agents and
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other service providers and shareholders which Chase reasonably believes to
be genuine, valid and authorized, and shall be indemnified by the Funds 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 Funds, as necessary or appropriate.
(d) Chase shall indemnify and hold the Funds harmless from and
against any and all losses, damages, costs, charges, payments, expenses and
liability, excluding attorneys' fees and costs, arising out of or attributable
to Chase's refusal or failure to comply with the material terms of this
Agreement, or Chase's lack of good faith, negligence or willful misconduct.
(e) Subject to the above Sections 6 (a) through 6 (d), any costs
or losses incurred by a Fund for the processing of any purchase, redemption,
exchange or other share transactions at a price per share other than the price
per share applicable to the effective date of the transaction (the foregoing
being generally referred to herein as "as of" transactions) will be handled in
the following manner:
(i) For each calendar year, if all "as of"
transactions for the year, taken in the aggregate, result in a net loss to a
Fund ("net loss"), Chase will reimburse the Fund for such net loss, except to
the extent that such net loss may be offset by application of a "net benefit" to
the Fund carried over from prior calendar years pursuant to sub-paragraph (ii)
immediately below.
(ii) For each calendar year, if all "as of"
transactions for the year, taken in the aggregate, result in a net benefit to a
Fund ("net benefit"), the Fund shall not reimburse Chase for the amount of such
net benefit; however, any "net benefit" for any calendar year may be used to
offset, in whole or in part, any "net loss" suffered by the Fund in any future
calendar year so as to reduce the amount by which Chase shall be required to
reimburse the Fund for such "net loss" in such year pursuant to sub-paragraph
(i) immediately above.
(iii) Any "net loss" for which Chase reimburses a Fund
in any calendar year shall not be carried over into future years so as to offset
any "net benefit" in such future years.
7. TERM. This Agreement shall become effective on the date first
hereinabove written for an initial term of four years. The Agreement may be
modified or amended from time to time by mutual agreement between the parties
hereto. After the initial term, the Agreement shall continue in effect unless
terminated by either party on 6 months' prior written notice. Upon termination
of this Agreement, each Fund shall pay to Chase such compensation and any
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reasonable 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. If the Funds
terminate the Agreement for any reason during the first year of the initial
term, they will reimburse Chase in accordance with Schedule A.
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 Funds:
John Nuveen & Co., Incorporated
333 West Wacker Drive
Chicago, IL 60606
Attention: Fund Controller
Fax: (312) 917-8049
If to Chase:
Chase Global Funds Services Company
73 Tremont Street
Boston, MA 02108
Attention: Karl O. Hartmann, Esq., General Counsel
Fax: (617) 557-8616
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. Chase shall not be responsible or liable for any
harm, loss or damage suffered by the Funds, their 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 Chase's control. In the event of a force majeure, any
resulting harm, loss, damage, failure or delay by Chase will not give the Funds
the right to terminate this Agreement.
11. ADDITIONAL FUNDS. In the event that John Nuveen & Company
Incorporated sponsors additional open-end management companies with respect to
which it desires Chase to
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provide services under the terms of this Agreement, it shall so notify Chase in
writing, and if Chase agrees in writing to provide such services, such Fund or
Funds shall be subject to the terms of this Agreement and Schedule C shall be
modified accordingly.
12. 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.
13. ASSIGNMENT. Chase may assign and delegate this Agreement and its
rights and obligations hereunder without the consent of the other party.
14. 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.
15. 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.
NUVEEN FUNDS
By:______________________________
Name:____________________________
Title:___________________________
CHASE GLOBAL FUNDS
SERVICES COMPANY
By:______________________________
Name:____________________________
Title:___________________________
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
TRANSFER AGENCY FEES
A. $18.50 per municipal fund account per annum
$18.25 per equity fund account per annum
$29.00 per money market fund account per annum
B. Out-of-pocket expenses, including but not limited to those in
Section 5(d), will be computed, billed and payable monthly
Customized systems and technology charges (excluding those
projects covered under the conversion agreement) will be
negotiated individually and billed along with out-of-pocket
expenses.
C. If the Funds terminate this Agreement for any reason whatsoever
between the date of this Agreement and July 1, 1999, there will be
immediately due and owing to Chase by Nuveen a $6 million charge;
if between the date of July 1, 1999 and June 30, 2000, a $4
million charge; and if between July 1, 2000 and June 30, 2001, a
$2 million charge. In addition, the Funds will reimburse Chase for
all costs it incurs in connection with any conversion to another
transfer agent.
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
(AS OF OCTOBER 22, 1998)
FLAGSHIP ADMIRAL FUNDS INC. (MARYLAND CORPORATION)
Flagship Utility Income Fund
NUVEEN INVESTMENT TRUST (MASSACHUSETTS BUSINESS TRUST)
Nuveen Growth and Income Stock Fund
Nuveen Balanced Stock and Bond Fund
Nuveen Balanced Municipal and Stock Fund
Nuveen European Value Fund
NUVEEN INVESTMENT TRUST II (MASSACHUSETTS BUSINESS TRUST)
Nuveen Rittenhouse Growth Fund
NUVEEN FLAGSHIP MUNICIPAL TRUST (MASSACHUSETTS BUSINESS TRUST)
Nuveen Municipal Bond Fund
Nuveen Insured Municipal Bond Fund
Nuveen Flagship All-American Municipal Bond Fund
Nuveen Flagship Limited Term Municipal Bond Fund
Nuveen Flagship Intermediate Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST I (MASSACHUSETTS BUSINESS TRUST)
Nuveen Flagship Arizona Municipal Bond Fund
Nuveen Flagship Colorado Municipal Bond Fund
Nuveen Flagship Florida Municipal Bond Fund
Nuveen Flagship Florida Intermediate Municipal Bond Fund
Nuveen Maryland Municipal Bond Fund
Nuveen Flagship New Mexico Municipal Bond Fund
Nuveen Flagship Pennsylvania Municipal Bond Fund
Nuveen Flagship Virginia Municipal Bond Fund
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NUVEEN FLAGSHIP MULTISTATE TRUST II (MASSACHUSETTS BUSINESS TRUST)
Nuveen California Municipal Bond Fund
Nuveen California Insured Municipal Bond Fund
Nuveen Flagship Connecticut Municipal Bond Fund
Nuveen Massachusetts Municipal Bond Fund
Nuveen Massachusetts Insured Municipal Bond Fund
Nuveen Flagship New Jersey Municipal Bond Fund
Nuveen Flagship New Jersey Intermediate Municipal Bond Fund
Nuveen Flagship New York Municipal Bond Fund
Nuveen New York Insured Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST III (MASSACHUSETTS BUSINESS TRUST)
Nuveen Flagship Alabama Municipal Bond Fund
Nuveen Flagship Georgia Municipal Bond Fund
Nuveen Flagship Louisiana Municipal Bond Fund
Nuveen Flagship North Carolina Municipal Bond Fund
Nuveen Flagship South Carolina Municipal Bond Fund
Nuveen Flagship Tennessee Municipal Bond Fund
NUVEEN FLAGSHIP MULTISTATE TRUST IV (MASSACHUSETTS BUSINESS TRUST)
Nuveen Flagship Kansas Municipal Bond Fund
Nuveen Flagship Kentucky
Municipal Bond Fund
Nuveen Flagship Kentucky Limited Term Municipal Bond Fund
Nuveen Flagship Michigan Municipal Bond Fund
Nuveen Flagship Missouri Municipal Bond Fund
Nuveen Flagship Ohio Municipal Bond Fund
Nuveen Flagship Wisconsin Municipal Bond Fund
NUVEEN TAX-EXEMPT MONEY MARKET FUND, INC. (MARYLAND CORPORATION)
NUVEEN TAX-FREE RESERVES, INC. (MARYLAND CORPORATION)
NUVEEN TAX-FREE MONEY MARKET FUND, INC. (MINNESOTA CORPORATION)
Nuveen Massachusetts Tax-Free Money Market Fund
Nuveen New York Tax-Free Money Market Fund
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NUVEEN CALIFORNIA TAX-FREE FUND, INC. (MARYLAND CORPORATION)
Nuveen California Tax-Free Money Market Fund
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services
Chase shall provide to each 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. SHARE 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, EXCHANGE AND REDEMPTION ORDERS. Process all
orders for the transfer, purchase, exchange 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.
D. SHAREHOLDER 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 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.
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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.
H. SHAREHOLDER & BROKER-DEALER CORRESPONDENCE. Acknowledge all
correspondence from shareholders and broker-dealers relating to
share accounts and undertake such other shareholder and
broker-dealer 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.
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.
M. 12B-1. Chase will calculate and process all 12b-1 payments in
accordance with each Fund's current prospectus.
N. COMMISSION PAYMENTS. Chase will calculate and process all
commission payments in accordance with each Fund's current
prospectus.
O. REQUESTS FOR INFORMATION. Chase will provide all required
information in a timely fashion in support of regulatory filings.
P. SAS 70. Chase will make available to the Funds' sponsor
independent auditor reports in compliance with SAS 70.
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Q. REGULATORY CHANGES. Chase will provide assistance with the
analysis and implementation of any changes required by regulatory
bodies.
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