MUTUAL FUNDS SERVICE AGREEMENT
FUND ADMINISTRATION SERVICES
FUND ACCOUNTING SERVICES
TRANSFER AGENCY SERVICES
▇▇▇▇▇ & STEERS INSTITUTIONAL REALTY SHARES, INC.
JANUARY 1, 2000
MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
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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............................................................................ 9
8. Notices......................................................................... 9
9. Waiver.......................................................................... 9
10. Force Majeure.................................................................. 9
11. Amendments..................................................................... 10
12. Severability................................................................... 10
13. Governing Law................................................................... 10
Signatures......................................................................... 10
MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS (CONTINUED)
PAGE
----
Schedule A -- Fees and Expenses.................................................. A-1
Schedule B -- Fund Administration Services Description........................... B-1
Schedule C -- Fund Accounting Services Description............................... C-1
Schedule D -- Transfer Agency Services Description............................... D-1
MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of November , 1999 by and between ▇▇▇▇▇ & STEERS
INSTITUTIONAL REALTY SHARES, INC. (the "Fund"), a corporation, and CHASE GLOBAL
FUNDS SERVICES COMPANY ("Chase"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to contract with Chase to provide certain
services with respect to the Fund;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints Chase to provide services for the
Fund, as described hereinafter, subject to the supervision of the Board of
Directors [Trustees] of the Fund (the "Board"), for the period and on the terms
set forth in this Agreement. Chase accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Section 5 of and Schedule A to this Agreement.
2. REPRESENTATIONS AND WARRANTIES.
(a) Chase represents and warrants to the Fund that:
(i) Chase is a corporation, duly organized and existing under the
laws of the State of Delaware;
(ii) Chase is duly qualified to carry on its business in the
Commonwealth of Massachusetts;
(iii) Chase is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform this Agreement;
(iv) all requisite corporate proceedings have been taken to
authorize Chase to enter into and perform this Agreement;
(v) Chase has, and will continue to have, access to the facilities,
personnel and equipment required to fully perform its duties and obligations
hereunder;
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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 Fund represents and warrants to Chase that:
(i) the Fund is a _________ corporation [business trust],
duly organized and existing and in good standing under the laws of _________ ;
(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 statements comply in all material
respects with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and none of the Fund's prospectuses and/or statements of additional
information contain any untrue statement of material fact or omit to state a
material fact necessary to make the statements therein not misleading; and
(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.
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3. DELIVERY OF DOCUMENTS. The Fund will promptly furnish to Chase such
copies, properly certified or authenticated, of contracts, documents and other
related information that Chase may request or requires to properly discharge its
duties. Such documents may include but are not limited to the following:
(a) Resolutions of the Board authorizing the appointment of Chase to
provide certain services to the Fund and approving this Agreement;
(b) The Fund's Charter Document;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as amended,
on Form N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act,
as filed with the SEC;
(f) Copies of the Investment Advisory Agreement between the Fund and
its investment adviser (the "Advisory Agreement");
(g) Opinions of counsel and auditors' reports;
(h) The Fund's prospectus(es) and statement(s) of additional
information relating to all funds, series, portfolios and classes, as
applicable, and all amendments and supplements thereto (such Prospectus(es) and
Statement(s) of Additional Information and supplements thereto, as presently in
effect and as from time to time hereafter amended and supplemented, herein
called the "Prospectuses"); and
(i) Such other agreements as the Fund may enter into from time to
time including securities lending agreements, futures and commodities account
agreements, brokerage agreements and options agreements.
4. SERVICES PROVIDED.
(a) Chase will provide the following services subject to the control,
direction and supervision of the Board and in compliance with the objectives,
policies and limitations set forth in the Fund's Registration Statement, Charter
Document and By-Laws; applicable U.S. laws and regulations; and all resolutions
and policies implemented by the Board, of which Chase has been notified by the
Fund:
(i) Fund Administration,
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(ii) Fund Accounting, and
(iii) Transfer Agency.
A detailed description of each of the above services is contained in Schedules
B, C and D, respectively, to this Agreement.
(b) Chase will also:
(i) provide office facilities with respect to the provision of the
services contemplated herein (which may be in the offices of Chase or a
corporate affiliate of Chase);
(ii) provide the services of individuals to serve as officers of
the Fund who will be designated by Chase and elected by the Board subject to
reasonable Board approval;
(iii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;
(iv) furnish equipment and other materials, which are necessary or
desirable for provision of the services contemplated herein; and
(v) keep records relating to the services provided hereunder in
such form and manner as Chase may deem appropriate or advisable. To the extent
required by Section 31 of the 1940 Act and the rules thereunder, Chase agrees
that all such records prepared or maintained by Chase relating to the services
provided hereunder are the property of the Fund and will be preserved for the
periods prescribed under Rule 31a-2 under the 1940 Act, maintained at the Fund's
expense, and made available in accordance with such Section and rules.
5. FEES AND EXPENSES.
(a) As compensation for the services rendered to the Fund pursuant to
this Agreement the Fund shall pay Chase monthly fees determined as set forth in
Schedule A to this Agreement. Such fees are to be billed monthly and shall be
due and payable upon receipt of the invoice. Upon any termination of the
provision of services under this Agreement before the end of any month, the fee
for the part of the month before such termination shall be prorated according to
the proportion which such part bears to the full monthly period and shall be
payable upon the date of such termination.
(b) For the purpose of determining fees calculated as a function of the
Fund's assets, the value of the Fund's assets and net assets shall be computed
as required by its currently effective Prospectus, generally accepted accounting
principles, and resolutions of the Board.
4
(c) The Fund may request additional services, additional processing, or
special reports, with such specifications and requirements documentation as may
be reasonably required by Chase. In addition, significant regulatory and legal
changes and changes in the Fund's status may necessitate additional services,
processing or reports. In either instance, 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.
(d) Chase will bear its own expenses in connection with the performance
of the services under this Agreement except as provided herein or as agreed to
by the parties. The Fund agrees to promptly reimburse Chase for any services,
equipment or supplies ordered by or for the Fund through Chase and for any other
expenses that Chase may incur on the Fund's behalf at the Fund's request or as
consented to by the Fund. Such other expenses to be incurred in the operation of
the Fund and to be borne by the Fund, include, but are not limited to: taxes;
interest; brokerage fees and commissions; salaries and fees of officers and
directors [trustees] who are not officers, directors, shareholders or employees
of Chase, or the Fund's investment adviser or distributor; SEC and state Blue
Sky registration and qualification fees, levies, fines and other charges; ▇▇▇▇▇
filing fees', processing services and related fees; postage and mailing costs;
costs of share certificates; advisory and administration fees; charges and
expenses of pricing and data services, independent public accountants and
custodians; insurance premiums including fidelity bond premiums; legal expenses;
consulting fees; customary bank charges and fees; costs of maintenance of
corporate [or trust] existence; expenses of typesetting and printing of
Prospectuses for regulatory purposes and for distribution to current
shareholders of the Fund (the Fund's distributor to bear the expense of all
other printing, production, and distribution of Prospectuses, and marketing
materials); expenses of printing and production costs of shareholders' reports
and proxy statements and materials; expenses of proxy solicitation, proxy
tabulation and annual meetings; costs and expenses of Fund stationery and forms;
costs and expenses of special telephone and data lines and devices; costs
associated with corporate [or trust], shareholder, and Board meetings; trade
association dues and expenses; reprocessing costs to Chase caused by third party
errors; and any extraordinary expenses and other customary Fund expenses. In
addition, Chase may utilize one or more independent pricing services to obtain
securities prices and to act as backup to the primary pricing services, in
connection with determining the net asset values of
5
the Fund. The Fund will reimburse Chase for the Fund's share of the cost of such
services based upon the actual usage, or a pro-rata estimate of the use, of the
services for the benefit of the Fund.
(e) All fees, out-of-pocket expenses, or additional charges of Chase
shall be billed on a monthly basis and shall be due and payable upon receipt of
the invoice.
(f) Chase will render, after the close of each month in which services
have been furnished, a statement reflecting all of the charges for such month.
Charges remaining unpaid after thirty (30) days shall bear interest in finance
charges equivalent to, in the aggregate, the Prime Rate (as determined by Chase)
plus two percent per year and all costs and expenses of effecting collection of
any such sums, including reasonable attorney's fees, shall be paid by the Fund
to Chase.
(g) In the event that the Fund is more than sixty (60) days delinquent
in its payments of monthly ▇▇▇▇▇▇▇▇ in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by the Fund),
this Agreement may be terminated upon thirty (30) days' written notice to the
Fund by Chase. The Fund must notify Chase in writing of any contested amounts
within thirty (30) days of receipt of a billing for such amounts. Disputed
amounts are not due and payable while they are being investigated.
6. LIMITATION OF LIABILITY AND INDEMNIFICATION.
(a) Chase shall not be liable for any error of judgment or mistake of
law or for any loss or expense suffered by the Fund or third parties, in
connection with the matters to which this Agreement relates, except for a loss
or expense solely caused by or resulting from Chase's gross negligence or
willful misconduct.
(b) Chase shall not be responsible for, and the Fund shall indemnify
and hold Chase and its directors, officers, agents and employees (collectively
the "Indemnitees") harmless from and against any and all claims, liabilities,
losses, damages, fines, penalties and expenses, including out-of-pocket and
incidental expenses and legal fees ("Losses") that may be imposed on, incurred
by, or asserted against, the Indemnitees or any of them 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 the Indemnitees required to be taken
pursuant to this Agreement;
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(ii) the reliance on or use by the Indemnitees of information,
records, or documents which are received by the Indemnitees and furnished to it
or them by or on behalf of the Fund, and which have been prepared or maintained
by the Fund or any third party on behalf of the Fund;
(iii) the Fund's refusal or failure to comply with the terms of
this Agreement or the Fund's lack of good faith, or its actions, or lack
thereof, involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of the Fund
hereunder;
(v) the taping or other form of recording of telephone
conversations or other forms of electronic communications with investors and
shareholders, or reliance by the Indemnitees 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) following any instructions or other directions reasonably
believed to be requests of the Fund or otherwise duly authorized, and upon which
Chase is authorized to rely pursuant to the terms of this Agreement;
(vii) the recognition and processing 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;
(viii) any delays, inaccuracies, errors in or omissions from
information or data provided to Chase by the Fund, its investment advisers
and/or sub-advisers, and providers of other services such as data services,
corporate action services, pricing services or securities brokerage;
(ix) 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;
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(x) 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;
(xi) the actions taken by the Fund, its investment adviser and/or
sub-advisers, and its distributor in compliance with applicable securities, tax,
commodities and other laws, rules and regulations, or the failure to so comply;
and
(xii) all actions, inactions, omissions, or errors caused by third
parties to whom the Fund or the Indemnitees have assigned any rights and/or
delegated any duties under this Agreement at the request of or as required by
the Fund, its investment advisers, distributor, administrator or sponsor.
(c) In addition to and not in limitation of paragraph (b) immediately
above, the Fund also agrees to indemnify and hold the Indemnitees and each of
them harmless from and against any and all Losses that may be imposed on,
incurred by, or asserted against, the Indemnitees or any of them in connection
with or arising out of Chase's performance under this Agreement, provided the
Indemnitees have not acted with gross negligence or engaged in willful
misconduct.
(d) In performing its services hereunder, Chase shall be entitled to
rely on any oral or written instructions, notices or other communications,
including electronic transmissions, from the Fund and its custodians, officers
and directors, investment advisers and sub-advisers, 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 and public accountants retained by the
Fund, as necessary or appropriate.
(e) Anything in this agreement to the contrary notwithstanding, 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 in which any such loss
or damage may be claimed. This provision shall survive the termination of this
Agreement.
7. TERM. This Agreement shall become effective on the date first
hereinabove written and may be modified or amended from time to time by mutual
agreement between the parties
8
hereto. The Agreement shall continue in effect unless terminated by either party
on 180 days' prior written notice. Upon termination of this Agreement, the Fund
shall pay to Chase such compensation and any out-of-pocket or other reimbursable
expenses which may become due or payable under the terms hereof as of the date
of termination or after the date that the provision of services ceases,
whichever is later. In the event of late payment or non-payment, Chase shall
have the right to retain the records of the Fund until all fees and monies due
Chase are paid.
8. NOTICES. Any notice required or permitted hereunder shall be in writing
and shall be deemed effective on the date of personal delivery (by private
messenger, courier service or otherwise) or upon confirmed receipt of telex or
facsimile, whichever occurs first, or upon receipt if by mail to the parties at
the following address (or such other address as a party may specify by notice to
the other):
If to the Fund:
▇▇▇▇▇ & Steers Institutional Realty Shares, Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
Fax:
If to Chase:
Chase Global Funds Services Company
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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. Chase shall not be responsible or liable for any harm,
loss or damage suffered by the Fund, its investors, or other third parties or
for any failure or delay in performance of Chase's obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond Chase's control. In the event of a force majeure, any
9
resulting harm, loss, damage, failure or delay by Chase will not give the Fund
the right to terminate this Agreement.
11. AMENDMENTS. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
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 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.
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.
▇▇▇▇▇ & STEERS INSTITUTIONAL
REALTY SHARES, INC.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
CHASE GLOBAL FUNDS
SERVICES COMPANY
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
10
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
FUND ACCOUNTING AND ACCOUNTING FEES
A. For the services rendered under this Agreement, the Fund shall pay
to the Administrator an annual fee based on the following schedule:
_______ of 1% on the first $ _______ million in total assets, plus
_______ of 1% on the first $ _______ million in total assets, plus
_______ of 1% of the total assets in excess of $1 billion.
B. The foregoing calculation is based on the average daily net assets
of the Fund. The fees will be computed, billed and payable monthly.
The minimum charge per year for the Fund will not be less than _____
of 1% of average daily net assets.
C. Out-of-pocket expenses will be computed, billed and payable monthly.
TRANSFER AGENCY FEES
A. $ __________ per account.
B. Out-of-pocket expenses and customary bank charges and offsets and
customized systems and technology charges, which will be computed,
billed and payable monthly
A-1
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF FUND ADMINISTRATION
AND COMPLIANCE SERVICES
Chase's Fund Administration and Compliance Services are designed and intended to
address the Fund's routine financial and tax reporting, portfolio compliance and
general administration needs. Chase will work closely with the Fund's experts,
such as its public accountants and legal counsel, with respect to these
services.
I. ROUTINE FINANCIAL REPORTING SERVICES
A. Semi-annual and annual reports. Prepare for review and approval by
Fund's officers, financial information for the Fund's semi-annual
reports, annual reports and financial statements for routine
prospectus updates.
B. Regular N-SAR filings. Prepare for review and approval by Fund's
officers, Form N-SAR. Upon approval of the N-SAR by the Fund's
adviser and officers, Chase will file Form N-SAR with the SEC.
C. 24f-2 Notices. Prepare and file with the SEC the annual Rule 24f-2
Notice, upon approval by Fund officers.
▇. ▇▇▇▇▇ filings. Prepare for review and approval by Fund's officers,
the electronic filing copies (via the SEC's electronic filing system
("▇▇▇▇▇")) of the Fund's semi-annual and annual reports, financial
data schedules, and Form N-SAR. The Fund will bear the costs of
filing and of formatting ("EDGARizing") all financial statements and
documents for filing.
II. ROUTINE TAX SERVICES
A. Tax filings. Working with the Fund's independent public accountants
or other professionals, assist with the preparation and filing of
(1) the Fund's Federal tax returns on Form 1120 RIC and Form 8613
and (2) such state and local returns as directed by the Fund.
B. 1099-MISC. Provide Form 1099-MISC to persons other than corporations
(i.e., Trustees) to whom the Fund paid more than $600 during the
year.
C. Supplementary tax information. Prepare for review by the Fund's
officers, supplementary information for shareholders' tax purposes
as directed by the Fund.
III. ROUTINE COMPLIANCE
B-1
Chase will provide assistance to the Fund and its investment adviser with
respect to compliance with federal tax and securities laws. Responsibility for
such compliance services are subject to the development of a more precise
allocation of duties and responsibilities between Chase, the adviser and other
relevant service providers. In addition, Chase's provision of compliance
services is designed to assist the Fund and its adviser but is not intended as
an assumption by Chase of the adviser's fiduciary duties and legal
responsibilities to the Fund.
A. Portfolio compliance. Monitor and periodically test the Fund's
compliance with such investment restrictions and other
regulatory requirements, as may be agreed to between the
adviser, Chase and the Fund (e.g., issuer or industry
diversification, etc.).
B. Tax compliance. Monitor and periodically test, including on
required quarterly testing dates, the Fund's compliance with
the requirements of Section 851 of the Internal Revenue Code
and applicable Treasury Regulations for qualification as a
regulated investment company.
C. Policies and procedures compliance. Assist the investment
adviser with monitoring its compliance with Fund Board
directives, such as "Approved Issuers Listings for Repurchase
Agreements", Rule 17a-7, Rule 17e-1 and Rule 12d3-1
procedures.
IV. REGULATORY AFFAIRS AND CORPORATE GOVERNANCE
A. Prospectus/SAI updates. Prepare and file post-effective
amendments to the Fund's registration statement for annual
prospectus update purposes; prepare and file prospectus
stickers or supplements with respect to routine items for
existing Portfolios.
B. Board materials. Prepare agenda, minutes of prior Fund Board
meetings, collect background information and prepare all
routine Board materials for regular quarterly Board meetings
and distribute such materials to all necessary parties.
C. Corporate calendar. Maintain general corporate calendar of
Board meetings and routine SEC filings.
V. GENERAL ADMINISTRATION
A. Board materials. Prepare or compile performance and expense
information, financial reports, and compliance data and
information for inclusion in the Fund's regular quarterly
Board meeting materials.
B-2
B. Dividend distributions. Calculate dividend distributions in
accordance with distribution policies detailed in the Fund's
prospectuses or Board resolutions. Assist Fund management in
making final determinations of distribution amounts.
C. Expense accruals. Prepare Fund, portfolio or class expense
projections, establish accruals and review on a periodic
basis, including expenses based on a percentage of average
daily net assets (e.g., management, advisory and
administrative fees) and expenses based on actual charges
annualized and accrued daily (audit fees, registration fees,
directors' fees, etc.).
D. Expense payments. Arrange, if directed by the appropriate Fund
officers, for the payment of the Fund's and each Portfolio's
or class' expenses.
E. Reports to statistical service providers. Report Fund
performance to outside statistical service providers as
directed by Fund management.
F. SEC examinations. Provide support and coordinate
communications and data collection, of records and documents
held by Chase on the Fund's behalf, with respect to routine
SEC regulatory examinations of the Fund.
G. Non-executive officers. Furnish appropriate non-executive
officers for the Fund, such as assistant treasurers and
secretaries.
B-3
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
DESCRIPTION OF FUND ACCOUNTING SERVICES
Chase shall provide the following accounting services to the Fund:
A. Maintenance of the books and records for the Fund's assets,
including records of all securities transactions.
B. Calculation of each funds', portfolios' or classes' Net Asset
Value in accordance with the Prospectus, and after the fund,
portfolio or class meets eligibility requirements, transmission to
NASDAQ and to such other entities as directed by the Fund.
C. Accounting for dividends and interest received and distributions
made by the Fund.
D. Coordinate with the Fund's independent auditors with respect to
the annual audit, and as otherwise requested by the Fund.
E. As mutually agreed upon, Chase will provide domestic and/or
international reports.
F. Calculation of "SEC Yield" (See Appendix 1).
C-1
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE D
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services Chase
will provide to the Fund.
A. SHAREHOLDER RECORDKEEPING. Maintain records showing for each Fund
shareholder the following: (i) name, address, appropriate tax
certification and tax identifying number; (ii) number of shares of
each fund, portfolio or class; (iii) historical information
including, but not limited to, dividends paid, date and price of
all transactions including individual purchases and redemptions,
based upon appropriate supporting documents; and (iv) any dividend
reinvestment order, application, specific address, payment and
processing instructions and correspondence relating to the current
maintenance of the account.
B. SHAREHOLDER ISSUANCE. Record the issuance of shares of each fund,
portfolio or class. Except as specifically agreed in writing between
Chase and the Fund, Chase shall have no obligation when
countersigning and issuing and/or crediting shares to take
cognizance of any other laws relating to the issue and sale of such
shares except insofar as policies and procedures of the Stock
Transfer Association recognize such laws.
C. TRANSFER, PURCHASE AND REDEMPTION ORDERS. Process all orders for the
transfer, purchase and redemption of shares of the Fund in
accordance with the Fund's current prospectus and customary transfer
agency policies and procedures, including electronic transmissions
which the Fund acknowledges it has authorized, or in accordance with
any instructions of the Fund or its agents which Chase reasonably
believes to be authorized.
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.
F. SHARE CERTIFICATES. If permitted by Fund policies, and if a
shareholder of the Fund requests a certificate representing shares,
Chase as Transfer Agent, will countersign and mail a share
certificate to the investor at his/her address as it appears on the
Fund's shareholder records.
G. RETURNED CHECKS. In the event that any check or other negotiable
instrument for the payment of shares is returned unpaid for any
reason, Chase will take such steps, as
D-1
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 CORRESPONDENCE. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such
other shareholder correspondence as may from time to time be
mutually agreed upon.
I. TAX REPORTING. Chase shall issue appropriate shareholder tax forms
as required.
J. DIVIDEND DISBURSING. Chase will prepare and mail checks, place wire
transfers or credit income and capital gain payments to
shareholders. The Fund will advise Chase of the declaration of any
dividend or distribution and the record and payable date thereof at
least five (5) days prior to the record date. Chase will, on or
before the payment date of any such dividend or distribution, notify
the Fund's Custodian of the estimated amount required to pay any
portion of such dividend or distribution payable in cash, and on or
before the payment date of such distribution, the Fund will instruct
its Custodian to make available to Chase sufficient funds for the
cash amount to be paid out. If a shareholder is entitled to receive
additional shares by virtue of any such distribution or dividend,
appropriate credits will be made to each shareholder's account.
K. ESCHEATMENT. Chase shall provide escheatment services only with
respect to the escheatment laws of the Commonwealth of
Massachusetts, including those which relate to reciprocal agreements
with other states.
L. TELEPHONE SERVICES. Chase will provide staff coverage, training and
supervision in connection with the Fund's telephone line for
shareholder inquiries, and will respond to inquiries concerning
shareholder records, transactions processed by Chase, procedures to
effect the shareholder records and inquiries of a general nature
relative to shareholder services. All other telephone calls will be
referred to the Fund, as appropriate.
▇-▇
▇▇▇▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ [MAY ALSO BE USED FOR ANY COMPLEX OR UNUSUAL
ITEM REQUESTED BY CLIENTS]
L. (1) Chase shall compute the yield, or tax equivalent yield, for the
Fund for the periods of time as agreed to by the parties;
(2) Chase shall have no responsibility to review, confirm or
otherwise assume any duty with respect to the accuracy or
correctness of any data, including but not limited to security
attributes, pricing data, and tax equivalent data, supplied to it by
the Fund, any of the Fund's agents including the investment adviser,
or by third party providers. Chase is entitled to rely on
information or data provided to it by the Fund's agents or
investment advisers, or by third party providers and will not be
liable for any loss or expense suffered by the Fund caused by such
reliance;
(3) The Fund shall provide, from time to time as may be appropriate,
and Chase shall be entitled to rely on, the written standards and
guidelines to be followed by Chase in interpreting and applying the
computation methods set forth in the SEC Releases, industry
standards and regulatory guidelines regarding yield as they
specifically apply to the Fund, as well as information relating to
any and all of the Fund's assets. The Fund shall keep Chase informed
of all publicly available information and of any non-public advice
or information obtained by the Fund from its accountants, its
personnel or its investment adviser related to industry standards,
or regulatory guidelines regarding the computations to be undertaken
by Chase pursuant to this Agreement and Chase shall not be charged
with knowledge of such information unless it has been furnished to
Chase in writing; and
[use only if executed independently of main contract]
(4) The Fund shall indemnify Chase for any expenses, assessments,
claims or liabilities which it may incur in connection with this
Amendment, except as may arise from Chase's gross negligence, bad
faith or willful misconduct. In no event shall Chase be liable for
any indirect, incidental, special 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.
CHASE GLOBAL FUNDS SERVICES ▇▇▇▇▇ & STEERS INSTITUTIONAL
COMPANY REALTY SHARES, INC.
By: By:
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APPENDIX 2
AUTHORIZED PERSONNEL
The following personnel are authorized to give written or oral
instructions to Chase, subject to the provisions of Section 6(b)(vi):
1.
2.
3.
4.
5.
It is the sole responsibility of the Fund to notify Chase of any
changes to this list in writing.
CHASE GLOBAL FUNDS SERVICES ▇▇▇▇▇ & STEERS INSTITUTIONAL
COMPANY REALTY SHARES, INC.
By: By:
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