EXHIBIT 9.2
MUTUAL FUNDS SERVICE AGREEMENT
o FUND ADMINISTRATION SERVICES
o FUND ACCOUNTING SERVICES
o TRANSFER AGENCY SERVICES
THE ANALYTIC SERIES FUND
MAY 16, 1997
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MUTUAL FUNDS SERVICE AGREEMENT
Table of Contents
-----------------
Section/Paragraph Page
----------------- ----
1. Appointment............................................ C-57
2. Representations and Warranties......................... C-58
3. Delivery of Documents.................................. C-59
4. Services Provided...................................... C-60
5. Fees; Expenses; Expense Reimbursement.................. C-61
6 Proprietary and Confidential Information............... C-64
7. Duties, Responsibilities and Limitation of Liability... C-64
8. Term................................................... C-66
9. Notices................................................ C-67
10. Assignability.......................................... C-67
11. Waiver................................................. C-68
12. Force Majeure.......................................... C-68
13. Amendments............................................. C-68
14. Severability........................................... C-69
15. Governing Law.......................................... C-69
Signatures.................................................. C-69
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MUTUAL FUNDS SERVICE AGREEMENT
Table of Contents (continued)
Section/Paragraph
Page
----
Schedule A -- Fees and Expenses........................... C-70
Schedule B -- Fund Administration Services Description.... C-71
Schedule C -- Fund Accounting Services Description........ C-74
Schedule D -- Transfer Agency Services Description........ C-77
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MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of May 16, 1997 by and between UAM FUND SERVICES,
INC. ("UAMFSI"), a Delaware corporation, and CHASE GLOBAL FUNDS SERVICES COMPANY
("Chase"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, The Analytic Series Fund (the "Fund") is registered as an
open-end management, investment company under the Investment Company Act of
1940, as amended (the "1940 Act"), and currently offers for sale to investors
its shares in several investment portfolios ("Portfolios") and classes of such
Portfolios ("Classes");
WHEREAS, UAMFSI is responsible for the provision of certain fund
administration, fund accounting and transfer agent services with respect to the
Fund pursuant to the Agreement between UAMFSI and the Fund dated , 1997 (the
"Administration Agreement"); and
WHEREAS, UAMFSI wishes to retain Chase to provide certain fund
administration, fund accounting and transfer agent services with respect to the
Fund, and Chase is willing to furnish such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. UAMFSI hereby appoints Chase to provide certain fund
administration, fund accounting and transfer agent services for the Fund,
subject to the supervision of UAMFSI and the Board of 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 Paragraph 5, of and Schedule A, to
this Agreement.
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2. REPRESENTATIONS AND WARRANTIES.
(a) Chase represents and warrants to UAMFSI that:
(i) Chase is a corporation 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
Certificate 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) Chase is registered as a transfer agent pursuant to
Section 17A of the Securities Exchange Act of 1934;
(vii) 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
(viii) 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) UAMFSI represents and warrants to Chase that:
(i) UAMFSI is a corporation existing under the laws of the
State of Delaware;
(ii) UAMFSI is duly qualified to carry on its business in the
Commonwealth of Massachusetts;
(iii) UAMFSI is empowered under applicable laws and by its
Certificate of Incorporation and By-Laws to enter into and perform this
Agreement;
(iv) all requisite corporate proceedings have been taken to
authorize UAMFSI to enter into and perform this Agreement;
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(v) UAMFSI 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 UAMFSI's ability to perform its
duties and obligations under this Agreement; and
(vii) UAMFSI's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of UAMFSI or any law or regulation applicable to UAMFSI;
(c) UAMFSI represents and warrants to Chase with respect to the Fund
that:
(i) the Fund is a Delaware business trust, duly organized and
existing and in good standing under the laws of the State of Delaware;
(ii) the Fund is an investment company properly registered
under the 1940 Act;
(iii) a registration statement for the Fund 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; and
(iv) to the best of the Fund's knowledge, the Fund's
registration statements comply in all material respects with the Securities Act
of 1933 ("1933 Act") and the 1940 Act (including the rules and regulations
thereunder) and none of the Fund's prospectuses contain any untrue statement of
material fact or omit to state a material fact necessary to make the statements
therein not misleading.
3. DELIVERY OF DOCUMENTS. UAMFSI will promptly furnish to Chase such
copies, properly certified or authenticated, of contracts, documents and other
related information that Chase may reasonably request or require to properly
discharge its duties. Such documents may include but are not limited to the
following:
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(a) Resolutions of the Fund's Board authorizing the appointment of
UAMFSI to provide certain fund administration, fund accounting and transfer
agency services to the Fund and approving this Agreement;
(b) UAMFSI's and the Fund's Declaration of Trust;
(c) UAMFSI's and the Fund's By-Laws;
(d) Authorization by the Fund contained in the Administration
Agreement allowing UAMFSI to make representations to Chase on its behalf;
(e) The Fund's Notification of Registration on Form N-8A under the
1940 Act, as filed with the Securities and Exchange Commission ("SEC");
(f) 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;
(g) Copies of the Investment Advisory Agreements between the
Fund and its investment advisers (the "Advisory Agreements");
(h) Opinions of counsel and auditors' reports;
(i) The Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all Portfolios 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
(j) Such other agreements as the Fund may enter into from time to
time which may be relevant to the performance of Chase's duties and obligations
under the terms of this Agreement, 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 UAMFSI and the Fund's Board and in compliance with
the objectives, policies and limitations set forth in the Fund's Registration
Statement, Articles of Incorporation and By-Laws; applicable laws and
regulations; and all resolutions and policies implemented by the Board:
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(i) Fund Administration
(ii) Fund Accounting
(iii) Transfer Agency
A 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 with the approval of UAMFSI, and
elected by the Board;
(iii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;
(iv) furnish equipment and other materials, which Chase
believes 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 set forth in Schedules B, C and D in accordance with the
1940 Act. 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 UAMFSI and the
Fund and will be preserved for the periods prescribed under Rule 31a-2 under the
1940 Act, maintained at UAMFSI's and/or the Fund's expense, and made available
in accordance with such Section and rules. Chase further agrees to surrender
promptly to UAMFSI or the Fund upon its request and cease to retain in its
records and files those records and documents created and maintained by Chase
pursuant to this Agreement, unless otherwise required by law. Upon such request,
Chase will surrender such records in a mutual agreeable electronic format.
5. FEES; EXPENSES; EXPENSE REIMBURSEMENT.
(a) As compensation for the services rendered to the Fund and UAMFSI
pursuant to this Agreement, UAMFSI shall pay Chase monthly fees determined as
set forth in
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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 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
termination of this Agreement.
(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 Fund's Board.
(c) Chase may, in its sole discretion, from time to time employ or
associate with such person or persons as may be appropriate to assist Chase in
the performance of this Agreement. Such person or persons may be officers and
employees who are employed or designated as officers by both Chase and the Fund.
The compensation of such person or persons for such employment shall be paid by
Chase and no obligation will be incurred by or on behalf of the Fund or UAMFSI
in such respect.
(d) UAMFSI may request additional services, additional processing, or
special reports on behalf of the Fund or itself. UAMFSI shall submit such
requests in writing together with such specifications and requirements
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 reasonable
additional fees and expenses at its customary rates and charges, or such other
fees, if any, mutually agreed to by Chase and UAM FSI.
(e) Chase will bear all of its own expenses in connection with the
performance of the services under this Agreement except as otherwise expressly
provided herein. UAMFSI agrees to promptly reimburse Chase for any equipment and
supplies specially ordered by or for UAMFSI or the Fund through Chase and for
any other expenses not contemplated by this Agreement that Chase may incur on
the Fund's and/or UAMFSI's behalf at the Fund's and/or UAMFSI's request or as
consented to by the Fund and/or UAMFSI, provided that Chase will notify the Fund
and/or UAMFSI of the approximate amount of such expenses prior to incurring
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them. Such other expenses to be incurred in the operation of the Fund and to be
borne by the Fund and/or UAMFSI, 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 Fund's investment advisers or distributor; SEC and state Blue Sky
registration and qualification fees, levies, fines and other charges; ▇▇▇▇▇
filing fees, processing services and related fees; advisory and administration
fees; charges and expenses of pricing and data services, independent public
accountants and custodians; insurance premiums including fidelity bond premiums;
auditing and legal expenses; costs of maintenance of 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,
statements of additional information, and marketing materials); expenses of
printing and production costs of shareholders' reports and proxy statements and
materials; costs and expenses of Fund stationery and forms; costs and expenses
of special telephone and data lines and devices; costs associated with
corporate, shareholder, and Board meetings; trade association dues and expenses;
and any extraordinary expenses and other customary Fund expenses. In addition,
Chase may utilize one or more independent pricing services, approved from time
to time by the Fund's Board, 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, and UAMFSI and/or 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.
(f) 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.
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 of receipt 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 UAMFSI to Chase.
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In the event that UAMFSI is more than sixty (60) days delinquent in
its payments of monthly ▇▇▇▇▇▇▇▇ in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by UAMFSI),
this Agreement may be terminated upon thirty (30) days' written notice to UAMFSI
by Chase. UAMFSI 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 disputed. The fees set forth in
Schedule A may be changed from time to time upon agreement of the parties.
6. PROPRIETARY AND CONFIDENTIAL INFORMATION. Chase agrees on behalf of
itself and its employees to treat confidentially and as proprietary information
of the Fund, all records and other information relative to the Fund's prior,
present or potential shareholders, and to not use such records and information
for any purpose other than performance of Chase's responsibilities and duties
hereunder. Chase may seek a waiver of such confidentiality provisions by
furnishing reasonable prior notice to the Fund and UAMFSI and obtaining approval
in writing from the Fund and UAMFSI, which approval shall not be unreasonably
withheld and may not be withheld where Chase may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities. Waivers of confidentiality are
automatically effective without further action by Chase with respect to Internal
Revenue Service levies, subpoenas and similar actions, or with respect to any
request by the Fund or UAMFSI.
7. DUTIES, RESPONSIBILITIES, AND LIMITATION OF LIABILITY.
(a) In the performance of its duties hereunder, Chase shall be
obligated to act in good faith in performing the services provided for under
this Agreement. In performing its services hereunder, UAMFSI represents and
warrants that Chase shall be entitled to rely on any oral or written
instructions, notices or other communications, including electronic
transmissions, from UAMFSI and the Fund and its custodians, officers and
directors, investors, agents, legal counsel and other service providers which
Chase reasonably believes to be genuine, valid and authorized, and that Chase
shall also be entitled to consult with and rely on the advice and opinions of
outside legal counsel retained by UAMFSI and/or the Fund, as necessary or
appropriate. Also, Chase shall be entitled to rely on any financial, regulatory,
tax or other records or information provided by the Fund or third parties prior
to the date of this Agreement without verification by Chase.
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(b) Chase shall not be liable for any error of judgment or mistake of
law or for any loss or expense suffered by the Fund or UAMFSI, 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 gross
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. Any
person, even though also an officer, director, partner, employee or agent of
Chase, who may be or become an officer, director, partner, employee or agent of
the Fund, shall be deemed when rendering services to the Fund or acting on any
business of the Fund (other than services or business in connection with Chase's
duties hereunder) to be rendering such services to or acting solely for the Fund
and not as an officer, director, partner, employee or agent or person under the
control or direction of Chase even though paid by Chase. In no event shall Chase
be liable to the Fund, UAMFSI or any other party for special, indirect or
consequential loss or damage 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.
(c) Subject to Paragraph 7 (b) above, Chase shall not be responsible
for, and UAMFSI shall indemnify and hold Chase harmless from and against, any
and all losses, damages, costs, reasonable attorneys' fees and expenses,
payments, expenses and liabilities arising out of or attributable to:
(i) 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 UAMFSI and/or
the Fund, and which have been prepared or maintained by UAMFSI and/or the Fund
or any third party on behalf of UAMFSI and/or the Fund;
(iii) UAMFSI's refusal or failure to comply with the terms of
this Agreement or UAMFSI's lack of good faith, or its actions, or lack thereof,
involving negligence or willful misfeasance;
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(iv) the breach of any representation or warranty of UAMFSI
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 UAMFSI, 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
data provided to Chase by data, pricing and/or corporate action services;
(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 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; and
(x) the actions taken by UAMFSI, its investment advisers, and
its distributor in compliance with applicable securities, tax, commodities and
other laws, rules and regulations, or the failure to so comply.
8. TERM. This Agreement shall become effective on the date first
hereinabove written and shall continue for an initial term of one year,
unless sooner terminated, as provided herein.
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Thereafter, unless so terminated, this Agreement shall continue in effect from
year to year provided such continuance is specificially approved by UAMFSI. This
Agreement may be modified or amended from time to time by mutual agreement
between the parties hereto. This Agreement may be terminated by either party on
90 days' prior written notice; subject to renegotiation after the initial term.
Upon termination of this Agreement, UAMFSI 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.
9. NOTICES. Any notice required or permitted hereunder shall be in
writing to the parties at the following address (or such other address as a
party may specify by notice to the other):
If to UAMFSI:
UAM Fund Services, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to Chase:
Chase Global Funds Services Company
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.
10. ASSIGNABILITY. This Agreement shall not be assigned by either of the
parties hereto without the prior consent in writing of the other party;
provided, however, that Chase may in its own discretion and without limitation
or prior consent of the Fund or UAMFSI, whenever and on such terms and
conditions as Chase deems necessary or appropriate, subcontract, delegate
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or assign its rights, duties, obligations and liabilities to subsidiaries or
affiliates of Chase; provided, further, that any such subcontract, agreement or
understanding shall not discharge Chase or its affiliates or subsidiaries, as
the case may be, from its obligations hereunder. Similarly, Chase or its
affiliated subcontractor, designee, or assignee may at its discretion, without
notice to the Fund or UAMFSI, enter into such subcontracts, agreements and
understandings, whenever and on such terms and conditions as Chase or they deem
necessary or appropriate to perform services hereunder, with non-affiliated
third parties; provided, that such subcontract, agreement or understanding shall
not discharge Chase, or its subcontractor, designee, or assignee, as the case
may be, from Chase's obligations hereunder. Chase or its affiliated
subcontractor, designee, or assignee shall, however, be discharged from Chase's
obligations hereunder, if UAMFSI, the Fund or its sponsor, investment advisers
or distributor require Chase or its affiliated subcontractor, designee, or
assignee to enter into any subcontract, agreement or understanding to perform
services hereunder with any non-affiliated third party; and UAMFSI shall
indemnify and hold harmless Chase and its affiliated subcontractor, designee, or
assignee from and against, any and all losses, damages, costs, reasonable
attorneys' fees and expenses, payments, expenses and liabilities arising out of
or attributable to such subcontract, agreement or understanding.
11. 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.
12. FORCE MAJEURE. Chase shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, acts of God, earthquakes, fires, floods, wars,
acts of civil or military authorities, or governmental actions, nor shall any
such failure or delay give the Fund the right to terminate this Agreement.
13. 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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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, INCLUDING THE DETERMINATION OF WHEN AN
"ASSIGNMENT" HAS OCCURRED.
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.
UAM FUND SERVICES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title: President
--------------------------
CHASE GLOBAL FUNDS
SERVICES COMPANY
By:/s/ ▇. ▇▇▇▇▇▇▇
-----------------------------
Name:/s/ ▇. ▇▇▇▇▇▇▇
---------------------------
Title: President
--------------------------
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
Fees for Fund Accounting, Fund Administration, and Transfer Agency Services for
The Analytic Series Fund and all other UAM affiliated mutual funds for which
Chase provides services (the "Funds")
o 19 Basis Points on the first $200 million of total net assets of the Funds,
o 11 Basis Points on the next $800 million of total net assets of the Funds,
o 7 Basis Points on the next $2 billion of total net assets of the Funds,
o 5 Basis Points on total net assets of the Funds in excess of $3 billion.
A minimum annual fee of $70,000 per Portfolio will apply and shall be phased in
according to the following schedule:
o $2,000 per month per Portfolio for the first six months of service,
o $3,500 per month per Portfolio for the second six months of service,
o $5,000 per month per Portfolio for the third six months of service,
o $5,833 per month per Portfolio thereafter.
All Portfolios will have an additional minimum annual charge of $20,000 per
Portfolio class of shares. However, there will be no extra charge for an
additional class of shares where the Portfolio's fees already exceed the minimum
applicable fee by $20,000.
These fees do not include out-of-pocket expenses, which under the terms of this
Agreement will be billed monthly and due upon billing. In addition to the
out-of-pocket expenses set forth in Section 5(e), there will be a charge of
$35.00 per hour for services relating to option tax accounting.
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF FUND ADMINISTRATION SERVICES
I. Financial and Tax Reporting
A. Prepare agreed upon management reports and Board of Trustees
materials such as unaudited financial statements and distribution
summaries.
B. Report Fund performance to outside services as directed by Fund
management or UAMFSI.
C. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Fund's prospectus(es). Assist
UAMFSI in making final determinations of distribution amounts.
D. Estimate and recommend year-end dividend and capital gain distributions
necessary to establish the Portfolio'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.
G. Prepare and coordinate printing of Fund's Semiannual and Annual
Reports to Shareholders.
H. Notify shareholders as to what portion, if any, of the distributions
made by the Fund's 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 to whom the Fund paid more than $600 during the year).
J. Prepare and file California State Expense Limitation Report, if
applicable.
K. Provide financial information for Fund proxies and prospectuses
(Expense Table).
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II. Portfolio Compliance
A. Assist with monitoring 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,
although primary responsibility for such compliance shall remain with
the Fund's investment adviser or investment manager.
B. Assist with monitoring each Portfolio'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) and
provide reports regarding such compliance 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 Trustees and Officers and "access persons" under the terms of
the Fund's Code of Ethics and SEC regulations.
E. Prepare and update compliance manuals and procedures.
III. Regulatory Affairs and Corporate Governance
A. Prepare and file post-effective amendments to the Fund's
registration statement on Form N-1A 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 Portfolios, preparing and
filing sales reports, filing copies of the registration statement and
final prospectus and statement of additional information, and
increasing registered amounts of securities in individual states.
D. Prepare Board materials for all Board meetings.
E. Assist with the review and monitoring of fidelity bond and errors
and omissions insurance coverage and make any related regulatory
filings.
F. Prepare and update documents such as charter document, by-laws,
foreign qualification filings.
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G. Prepare and file Rule 24f-2 Notice.
H. Assist in identifying and monitoring pertinent regulatory and
legislative developments which may affect the Fund and, in response
to the results of such monitoring, coordinate and provide support to
UAMFSI, the Fund and the Fund's investment adviser with respect to
those developments and results, including support with respect to
routine regulatory examinations or investigations of the Fund, and
with respect to such matters, to work in conjunction with outside
counsel, auditors and other professional organizations engaged by
the Fund.
I. File copies of financial reports to shareholders with the SEC under
Rule 30b2-1.
J. Liaison with the Fund's Distributor and outside counsel.
IV. General Administration
A. Furnish officers of the Fund, subject to reasonable UAMFSI and Board
approval.
B. Prepare Fund or Portfolio expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage of
Fund's average daily net assets (advisory and administrative fees) and
expenses based on actual charges annualized and accrued daily (audit
fees, registration fees, trustees' fees, etc.).
C. For new Portfolios, obtain Employer or Taxpayer Identification
Number and CUSIP numbers. 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.
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
GENERAL 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 and accounting controls for
the Fund's assets, including records of all securities transactions;
B. Calculation of each Portfolio's Net Asset Value in accordance with
the prospectus and once the Portfolio meets eligibility
requirements, transmission to NASDAQ and to such other entities as
directed by the Fund and/or UAMFSI;
C. Accounting for dividends and interest received and distributions
made by the Fund;
D. Production of transaction data, financial reports and such other
periodic and special reports as UAMFSI and/or the Board may
reasonably request;
E. Liaison with the Fund's independent auditors; and
F. A listing of reports that will be available to UAMFSI and the Fund
is included below.
II. Domestic Fund Accounting Daily Reports
A. General Ledger Reports
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report
2. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
5. Amortization/Accretion Report
6. Maturity Projection Report
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C. Pricing Reports
1. Pricing Report
2. Pricing Report by Market Value
3. Pricing Variance by % Change
4. NAV Report
5. NAV Proof Report
6. Money Market Pricing Report
D. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Report
2. Accounts Payable for Investments Report
3. Interest Accrual Report
4. Dividend Accrual Report
E. Other Reports
1. Dividend Computation Report
2. Cash Availability Report
3. Settlement Journal
III. International Fund Accounting Daily Reports
A. General Ledger
1. Trial Balance Report
2. General Ledger Activity Report
B. Portfolio Reports
1. Portfolio Report by ▇▇▇▇▇▇
▇. Cost Lot Report
3. Purchase Journal
4. Sell/Maturity Journal
C. Currency Reports
1. Currency Purchase /Sales Journal
2. Currency Valuation Report
D. Pricing Reports
1. Pricing Report by Country
2. Pricing Report by Market Value
3. Price Variance by % Change
4. NAV Report
5. NAV Proof Report
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E. Accounts Receivable/Payable Reports
1. Accounts Receivable for Investments Sold/Matured
2. Accounts Payable for Investments Purchased
3. Accounts Receivable for Forward Exchange Contracts
4. Accounts Payable for Forward Exchange Contracts
5. Interest Receivable Valuation
6. Interest Recoverable Withholding Tax
7. Dividends Receivable Valuation
8. Dividends Recoverable Withholding Tax
F. Other Reports
1. Exchange Rate Report
IV. Monthly Fund Accounting Reports
A. Standard Reports
1. Cost Proof Report
2. Transaction History Report
3. Realized Gain/Loss Report
4. Interest Record Report
5. Dividend Record Report
6. Broker Commission Totals
7. Broker Principal Trades
8. Shareholder Activity Report
9. Fund Performance Report
B. International Reports
1. Forward Contract Transaction History Report
2. Currency Gain/Loss Report
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE D
GENERAL 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 Portfolio and/or Class; (iii) historical information including,
but not limited to, dividends paid and date and price of all
transactions, including individual purchases and redemptions, with
appropriate supporting documents; and (iv) any dividend reinvestment
order, application, dividend to a specific address and correspondence
relating to the current maintenance of the account.
B. Shareholder Issuance. Record the issuance of shares of common stock of
each Portfolio and/or Class and notify the Fund in case any proposed
issue of shares by the Fund shall result in an over-issue as
identified by Section 8-104(2) of the Uniform Commercial Code and in
case any issue would result in such an over-issue, shall refuse to
countersign and issue, and/or credit, said shares. 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. Purchase Orders. Process all orders for the purchase of shares of the
Fund in accordance with the Fund's current prospectus, including
electronic transmissions, which the Fund acknowledges it has
authorized. Upon receipt of any check or other payment for purchase of
shares of the Fund from an investor, Chase will (i) stamp the order or
other documentation with the date and time of receipt, (ii) forthwith
process the same for collection, (iii) determine the amounts thereof
due the Fund, and notify the Fund of such determination and deposit,
such notification to be given on a daily basis of the total amounts
determined and deposited to the Fund's custodian bank account during
such day. Chase shall then credit the share account of the investor
with the number of Fund shares to be purchased according to the price
of the Fund's shares in effect for purchases made on the date such
payment is received by Chase, as set forth in the Fund's current
prospectus and shall promptly mail a confirmation of said purchase to
the investor, all subject to any instructions which the Fund may give
to Chase with respect to the timing or manner of acceptance of orders
for shares relating to payments so received by it. Any purchase order
received by Chase, which is deemed not in good order by Chase, will be
rejected immediately.
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D. Redemption Orders. Receive and stamp with the date and time of receipt
all requests for redemptions or repurchase of shares held in
certificate or non-certificate form, and process redemptions and
repurchase requests as follows: (i) if such certificate or redemption
request complies with the applicable standards approved by the Fund,
Chase shall on each business day notify the Fund of the total number
of shares presented and covered by such requests received by Chase on
such day; (ii) on or prior to the seventh calendar day succeeding any
such requests received by Chase, Chase shall notify the Custodian,
subject to instructions from the Fund, to transfer monies to such
account as designated by Chase for such payment to the redeeming
shareholder of the applicable redemption or repurchase price; and
(iii) if any such certificate or request for redemption or repurchase
does not comply with applicable standards, Chase shall promptly notify
the investor of such fact, together with the reason therefor, and
shall effect such redemption at the Portfolio's price next determined
after receipt of documents complying with said standards or, at such
other time as the Fund shall so direct.
E. Telephone Orders. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in the Fund's current
prospectus. Chase shall be permitted to redeem, exchange and/or
transfer Fund shares from any account for which such services have
been authorized, including electronic transmissions.
F. Transfer of Shares. Upon receipt by Chase of documentation in proper
form to effect a transfer of shares, including in the case of shares
for which certificates have been issued, the share certificates in
proper form for transfer, Chase will register such transfer on the
Fund's shareholder records maintained by Chase pursuant to
instructions received from the transferor in good form, cancel the
certificates representing such shares, if any, and if so requested,
countersign, register, issue and mail by first class mail new
certificates for the same or a smaller whole number of shares.
G. Shareholder Communications. Address and mail all communications by the
Fund to its shareholders promptly following the delivery by the Fund
of the material to be mailed.
H. Proxy Materials. Prepare shareholder lists, mail and certify as to the
mailing of proxy materials, receive the tabulated proxy cards, render
periodic reports to the Fund on the progress of such tabulation, and
provide the Fund with inspectors of election at any meeting of
shareholders.
I. Share Certificates. If a shareholder of the Fund requests a
certificate representing his 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 transfer books. Chase shall
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supply, at the expense of the Fund a supply of blank share
certificates. The certificates shall be properly signed, manually or
by facsimile, as authorized by the Fund, and shall bear the Fund's
seal or facsimile; and notwithstanding the death, resignation or
removal of any officers of the Fund authorized to sign certificates,
Chase may, until otherwise directed by the Fund, continue to
countersign certificates which bear the manual or facsimile signature
of such officer.
J. Returned Checks. In the event that any check or other order for the
payment of money is returned unpaid for any reason, Chase will take
such steps, including redepositing the check for collection, returning
the check to the investor, or redeeming appropriate shares as Chase
may, at its discretion, deem appropriate and notify the Fund of such
action, or as the Fund may instruct. However, the Fund remains
ultimately liable for any returned checks of its shareholders.
K. Shareholder 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.
L. Tax Reporting. Chase shall issue appropriate shareholder tax forms on
an annual basis.
M. Escheatment. All Fund assets shall be subject to the escheatment laws
of the Commonwealth of Massachusetts, including those which relate to
reciprocal agreements with other states.
N. Dividend Disbursing. Chase will serve as the Fund's dividend
disbursing agent. Chase will prepare and mail checks, place wire
transfers and credit income and capital gain payments to shareholders.
UAMFSI and/or 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.
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