Common use of Scope of Appointment Clause in Contracts

Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Fund Transfer Agent hereby engages and appoints DST as its Sub-Transfer Agent and Sub-Dividend Disbursing Agent to provide the services described in this Agreement. B. DST hereby accepts such appointment and agrees that it will act as Sub-Transfer Agent and Sub-Dividend Disbursing Agent on behalf of the Fund Transfer Agent. DST agrees that it will also act as agent on behalf of the Fund Transfer Agent in connection with the Fund's periodic withdrawal payment accounts and other open accounts or similar plans for securityholders, if any, and any other services to which the parties mutually agree in a writing signed by a Vice President or more senior officer of the parties. C. The Fund Transfer Agent agrees to deliver all of its securityholder account records to DST in Kansas City, Missouri contemporaneously with the execution hereof, or, with respect to records not usually needed in the normal course of business but for which DST reasonably deems necessary to perform its services under this Agreement, to arrange for reasonable access to such records by DST. D. DST, utilizing TA2000(TM) and the STS System, DST's computerized data processing systems for securityholder accounting (together, the "TA2000" or "the TA2000 System"), will, as Sub-Transfer Agent and Sub-Dividend Disbursing Agent for the Fund Transfer Agent, and as agent of the Fund Transfer Agent for securityholder accounts of each Fund, perform in an accurate and timely manner those services set forth in Exhibit A, as amended from time to time as mutually agreed to by the parties, which is attached hereto and hereby incorporated in this Agreement as if fully set forth. Exhibit A reflects the services currently provided by Fund Transfer Agent. DST agrees to provide these same services in the future; however, the manner in which these services are delivered, and the systems utilized to provide these services, shall be at DST's sole discretion. It is acknowledged by Fund Transfer Agent that, in order to perform all of the services set forth in Exhibit A, DST shall require access to and the ability to use certain software applications previously utilized by Fund Transfer Agent to provide the services set forth on Exhibit A and that Fund Transfer Agent was unable to transfer such software applications to DST under the Asset Purchase Agreement dated as of January 15, 2003 between Fund Transfer Agent and DST (the "Asset Purchase Agreement"). Accordingly, Fund Transfer Agent shall provide, for so long as this Agreement is in effect, and DST requires access to such software applications to provide the services set forth in Exhibit A, all necessary access to the software applications (and the data contained therein), and to any network which must be accessed to utilize such software applications, as are enumerated in Exhibit G (the "FTA Software Applications"). In addition, for so long as this Agreement is in effect and DST requires access to the Fund Transfer Agent's intranet network to provide services under this Agreement, the Fund Transfer Agent agrees to provide access to such intranet network on the terms and conditions described in Exhibit G, but only until such time as the parties find a mutually agreeable alternative to such access. E. At the request of the an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Exhibit A in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a "no transaction fee" program ("NTF"), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform securityholder servicing agent services; (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System; or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan, non-NTF and pre-nightly transactions (collectively, the "Exception Services"). F. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services described in this Agreement to the Fund Transfer Agent with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in a Fund's instructions, prospectus or application as amended from time to time, provided that (i) DST is advised in advance by the Fund Transfer Agent of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Fund Transfer Agent requires an enhancement or modification to the TA2000 System or to DST's operations as presently conducted, DST shall not be liable therefor until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST's cost of performing the services required hereunder at the current level of service, DST shall advise the Fund Transfer Agent of the amount of such increase and if the Fund Transfer Agent elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. G. The Fund Transfer Agent shall add new series of the Funds or new investment companies, funds or trusts to the TA2000 System in accordance with Section 3.05 of the Remote Service Agreement. Rates or charges for additional series or Funds shall be as set forth in Exhibit B for the remainder of the contract term except as such series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST's then-standard pricing schedule.

Appears in 7 contracts

Samples: Agency Agreement (Bt Investment Funds), Agency Agreement (Scudder Rreef Securities Trust), Agency Agreement (Bt Pyramid Mutual Funds)

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Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Fund Transfer Agent hereby engages and appoints DST as its Sub-Transfer Agent and Sub-Dividend Distribution Disbursing Agent to provide the services described in this AgreementAgent. B. DST hereby accepts such appointment and agrees that it will act as Sub-the Fund’s Transfer Agent and Sub-Dividend Distribution Disbursing Agent on behalf consistent with this Agreement, any instructions provided by an Authorized Person or authorized officer of the Fund Transfer AgentFund, the Standard of Care and applicable Laws. DST agrees that it will also act as agent on behalf of the Fund Transfer Agent in connection with the Fund's ’s periodic withdrawal payment accounts tender offers and other open accounts or similar plans for securityholders/members, if any, and consistent with this Agreement, any other services to which the parties mutually agree in a writing signed Proper Instructions provided by a Vice President an Authorized Person or more senior authorized officer of the partiesFund, the Standard of Care and applicable Laws. C. The Fund Transfer Agent agrees to use its reasonable efforts to deliver all of its securityholder account records to DST in Kansas City, Missouri contemporaneously with the execution hereofMissouri, oras soon as they are available, with respect to records not usually needed in the normal course all of business but for which DST reasonably deems necessary to perform its services under this Agreement, to arrange for reasonable access to such records by DSTsecurityholder/member account records. D. DST, utilizing TA2000(TM) and the STS SystemTA2000TM, DST's ’s computerized data processing systems system for securityholder accounting (togetherthe “TA2000 System”) and in accordance with the terms and conditions of this Agreement (including, without limitation, the "TA2000" or "the TA2000 System"Standard of Care), will, will perform the following Services as Sub-Transfer Agent transfer and Sub-Dividend Disbursing Agent distribution disbursing agent for the Fund Transfer AgentFund, and as agent of the Fund Transfer Agent for securityholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling shares; (ii) maintaining on the TA2000 System securityholder accounts; (iii) accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the National Securities Clearing Corporation (“NSCC”) on behalf of NSCC’s participants, including the Funds), in accordance with instructions transmitted to and received by DST by transmission from NSCC or on behalf of broker-dealers and banks which have been established by, or in accordance with the Proper Instructions of, an Authorized Person, on the Dealer File maintained by DST; (iv) issuing instructions to the Fund’s banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (v) providing account and transaction information from each affected Fund’s records on TA2000 in accordance with NSCC’s Networking and Fund/SERV, each as applicable, rules for those broker-dealers; (vi) maintaining securityholder accounts on TA2000 through Networking; (vii) providing transaction journals; (viii) once annually preparing securityholder meeting lists for use in connection with the annual meeting and certifying a copy of such list; (ix) mailing securityholder reports and prospectuses; (x) withholding, as required by federal law, taxes on securityholder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all securityholders; (xi) disbursing income dividends and capital gains distributions to securityholders and recording reinvestment of dividends and distributions of shares of the Fund and otherwise acting as administrator for each participant in the Fund’s dividend reinvestment plan; (xii) preparing and mailing confirmation forms to securityholders and dealers, as instructed, for all purchases and liquidations of shares of the Fund and other confirmable transactions in securityholders’ accounts; (xiii) providing or making available on line daily and monthly reports as provided by the TA2000 System and as requested by the Fund or its management company; (xiv) reporting any information from allocations sent to the Social Security Administration (xv) maintaining those records necessary to carry out DST’s duties hereunder, including all information reasonably required by the Fund to account for all transactions in the Fund shares; (xv) to the extent applicable, calculating the appropriate sales charge with respect to each purchase of the Fund shares as instructed by an Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the Fund’s distributor (hereinafter “distributor”) or an Authorized Person from time to time, perform disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such distributor and disbursing such commissions to the distributor; (xvi) receiving correspondence pertaining to any former, existing or new securityholder account, processing such correspondence for proper recordkeeping, and responding promptly to securityholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of securityholder statements to securityholders and registered representatives of dealers in accordance with the Proper Instructions of an accurate Authorized Person; (xviii) processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in the prospectus, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined), and timely manner those services causing exchanges of shares to be executed in accordance with the Proper Instructions of Authorized Persons, the applicable prospectus and the general exchange privilege applicable; (xix) providing to the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of shares of the Fund on TA2000; (xx) providing to the Fund escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000 and (xxi) providing a Cash Utilization Arrangement consistent with the provisions set forth in Exhibit AA. In addition, as amended upon written instruction and mutual agreement, DST will cooperate with the Fund for purposes of providing a mailing list to the Fund’s chosen print vendor. For clarification, with respect to Blue Sky obligations, the Fund is responsible for any registration or filing with a federal or state government body or obtaining approval from time to time as mutually agreed to by such body required for the parties, sale of shares of the Fund in each jurisdiction in which it is attached hereto and hereby incorporated in this Agreement as if fully set forthsold. Exhibit A reflects the services currently provided by Fund Transfer Agent. DST agrees DST’s sole obligation is to provide these same services in the future; however, Fund access to the manner in which these services are delivered, and Blue Sky module of TA2000 with respect to purchases of shares of the systems utilized to provide these services, shall be at DST's sole discretionFund on TA2000. It is acknowledged the Fund’s responsibility to validate that the blue sky module settings are accurate and complete and to validate the output produced thereby and other applicable reports provided by Fund Transfer Agent thatDST, to ensure accuracy. DST is not responsible in order to perform all any way for claims that the sale of shares of the services set forth in Exhibit A, Fund violated any such requirement (unless such violation results from a failure of the DST shall require access Blue Sky module to and the ability to use certain software applications previously utilized by Fund Transfer Agent to provide the services set forth on Exhibit A and that Fund Transfer Agent was unable to transfer such software applications to DST under the Asset Purchase Agreement dated as of January 15, 2003 between Fund Transfer Agent and DST (the "Asset Purchase Agreement"). Accordingly, Fund Transfer Agent shall provide, for so long as this Agreement is in effect, and DST requires access to such software applications to provide the services set forth in Exhibit A, all necessary access to the software applications (and the data contained therein), and to any network which must be accessed to utilize such software applications, as are enumerated in Exhibit G (the "FTA Software Applications"). In addition, for so long as this Agreement is in effect and DST requires access to notify the Fund Transfer Agent's intranet network to provide services under this Agreement, that such sales do not comply with the parameters set by the Fund Transfer Agent agrees for sales to provide access to such intranet network on the terms and conditions described in Exhibit G, but only until such time as the parties find residents of a mutually agreeable alternative to such accessgiven state). E. At the request of the an Authorized Person, DST shall use reasonable efforts to provide the services Services set forth in Exhibit A Section 4.D in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a "no transaction fee" program ("NTF"), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform securityholder servicing agent services; (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System; or (iii) which that require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plannormal transactions and (i) the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform securityholder servicing agent services, non-NTF and pre-or (ii) involving the provision of information to DST after the commencement of the nightly transactions processing cycle of the TA2000 System (collectively, the "Exception Services"). F. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services described in this Agreement to the Fund Transfer Agent with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in a the Fund's instructions’s Proper Instructions, prospectus Memorandum, or application as amended from time to time, for the Fund provided that (i) DST is advised in advance by the Fund Transfer Agent of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Fund Transfer Agent requires an enhancement or modification to the TA2000 System or to DST's operations as presently conductedconducted by DST, DST shall not be liable therefor therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted, which installation or institution DST shall make or cause to be made in a reasonably timely manner. If any such new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably materially increases DST's ’s cost of performing the services required hereunder at the current level of service, DST shall advise the Fund Transfer Agent of the amount of such increase and if the Fund Transfer Agent elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. G. The provisions of this Section 4.G that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agreement or any provisions of any exhibit or other attachment to this Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that – to the extent that DST provides any Services under this Agreement that relate to compliance by the Fund Transfer Agent shall add new series with the Internal Revenue Code of 1986 or any other applicable tax laws, including without limitation the Services described in Section 4.D(x) – it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Fund and that DST will not make any judgments or exercise any discretion of any kind, and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express Proper Instructions provided by the Fund); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express Proper Instructions provided by the Fund which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of securityholders and securityholder accounts under applicable tax law (except to the extent of following express Proper Instructions regarding such classification provided by the Fund); and (5) paying withholding and other taxes, except pursuant to the express Proper Instructions of the Funds Fund. The Fund agrees that it will provide express and comprehensive Proper Instructions to DST, and DST agrees to comply with such Proper Instructions, in connection with all of the Services that are to be provided by DST under this Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or new investment companiesany other applicable tax Laws (including without limitation the Services described in Section 4.D(x)), funds or trusts including promptly providing responses to requests for direction that may be made from time to time by DST of the TA2000 System Fund in this regard. H. Additionally, upon receipt of the Fund’s written request, DST shall provide transmissions of shareholder activity to a print vendor selected by the Fund, which vendor may be changed from time to time by the Fund in its sole and absolute discretion upon reasonable prior written notice to DST. I. Additionally, at the option of the Fund, DST will provide e-Presentment services, in accordance with Section 3.05 of the Remote Service Agreement. Rates or charges for additional series or Funds shall be terms and fees as set forth in within Exhibit B for D. Within ninety (90) days following the remainder Effective Date of this Agreement, the contract term except as such series use functions, features or characteristics for which Fund must submit written notice to DST has imposed an additional charge as part of its standard pricing scheduledesire to use the e-Presentment services set forth on Exhibit D attached hereto in order to receive the e-Presentment services at the rates set forth therein. In the latter eventevent the Fund provides written notice of its desire to use the e-Presentment services after such date, rates DST may, at its option, provide the e-Presentment services subject to DST resource availability and charges shall be in accordance with DST's at DST then-standard pricing schedulecurrent rates.

Appears in 5 contracts

Samples: Agency Agreement (Federated Hermes Sustainable High Yield Bond Fund, Inc.), Agency Agreement (Federated Hermes Income Securities Trust), Agency Agreement (Federated Hermes Project & Trade Finance Tender Fund)

Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Fund Transfer Agent hereby engages and appoints DST as its Sub-Transfer Agent and Sub-Dividend Disbursing Agent to provide the services described in this AgreementAgent. B. DST hereby accepts such appointment and agrees that it will act as Sub-the Fund’s Transfer Agent and Sub-Dividend Disbursing Agent on behalf of the Fund Transfer Agent. DST agrees that it will also act as agent on behalf of the Fund Transfer Agent in connection with the Fund's ’s periodic withdrawal payment accounts and other open accounts or similar plans for securityholders, if any, and any other services to which the parties mutually agree in a writing signed by a Vice President or more senior officer of the parties. C. The Fund Transfer Agent agrees to use its reasonable efforts to deliver all of its securityholder account records to DST in Kansas City, Missouri contemporaneously with the execution hereofMissouri, oras soon as they are available, with respect to records not usually needed in the normal course all of business but for which DST reasonably deems necessary to perform its services under this Agreement, to arrange for reasonable access to such records by DSTsecurityholder account records. D. DST, utilizing TA2000(TM) and the STS SystemTA2000TM, DST's ’s computerized data processing systems system for securityholder accounting (together, the "TA2000" or "the TA2000 System")”) and in accordance with the terms and conditions of this Agreement, will, will perform the following services as Sub-Transfer Agent transfer and Sub-Dividend Disbursing Agent dividend disbursing agent for the Fund Transfer AgentFund, and as agent of the Fund Transfer Agent for securityholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling share certificates; (ii) maintaining on the TA2000 System securityholder accounts; (iii) accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the National Securities Clearing Corporation (“NSCC”) on behalf of NSCC’s participants, including the Fund), in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) issuing instructions to the Fund’s banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (v) providing account and transaction information from each affected Fund’s records on TA2000 in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; (vi) maintaining securityholder accounts on TA2000 through Networking; (vii) providing transaction journals; (viii) once annually preparing securityholder meeting lists for use in connection with any shareholder meeting and certifying a copy of such list; (ix) mailing securityholder reports and prospectuses; (x) withholding, as required by federal law, taxes on securityholder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all securityholders; (xi) disbursing income dividends and capital gains distributions to securityholders and recording reinvestment of dividends and distributions in shares of the Fund; (xii) preparing and mailing confirmation forms to securityholders and dealers, as instructed, for all purchases and liquidations of shares of the Fund and other confirmable transactions in securityholders’ accounts; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by the Fund or its management company; (xiv) maintaining those records necessary to carry out DST’s duties hereunder, including all information reasonably required by the Fund to account for all transactions in the Fund’s shares; (xv) calculating the appropriate sales charge with respect to each purchase of the Fund’ shares as instructed by an Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the Fund’s principal underwriter or distributor (hereinafter “principal underwriter”) or an Authorized Person from time to time, perform disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such principal underwriter and disbursing such commissions to the principal underwriter; (xvi) receiving correspondence pertaining to any former, existing or new securityholder account, processing such correspondence for proper recordkeeping, and responding promptly to securityholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of securityholder statements to securityholders and registered representatives of dealers in accordance with the instructions of an accurate and timely manner those services Authorized Person; (xvii) processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in Exhibit Athe prospectus, rejecting promptly any requests not received in proper order (as amended from time to time defined by an Authorized Person or the Procedures as mutually agreed to by the parties, which is attached hereto and hereby incorporated in this Agreement as if fully set forth. Exhibit A reflects the services currently provided by Fund Transfer Agent. DST agrees to provide these same services in the future; however, the manner in which these services are delivered, and the systems utilized to provide these services, shall be at DST's sole discretion. It is acknowledged by Fund Transfer Agent that, in order to perform all of the services set forth in Exhibit A, DST shall require access to and the ability to use certain software applications previously utilized by Fund Transfer Agent to provide the services set forth on Exhibit A and that Fund Transfer Agent was unable to transfer such software applications to DST under the Asset Purchase Agreement dated as of January 15, 2003 between Fund Transfer Agent and DST (the "Asset Purchase Agreement"). Accordingly, Fund Transfer Agent shall provide, for so long as this Agreement is in effect, and DST requires access to such software applications to provide the services set forth in Exhibit A, all necessary access to the software applications (and the data contained thereinhereinafter defined), and causing exchanges of shares to any network which must be accessed executed in accordance with the instructions of Authorized Persons, the applicable prospectus and the general exchange privilege applicable; (xviii) providing to utilize such software applications, as are enumerated in Exhibit G the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of shares of the Fund on TA2000; (the "FTA Software Applications"). In addition, for so long as this Agreement is in effect and DST requires access xix) providing to the Fund Transfer Agent's intranet network escheatment reports as requested by an Authorized Person with respect to provide services under this Agreement, the Fund Transfer Agent agrees to provide access to such intranet network status of accounts and outstanding checks on the terms and conditions described in Exhibit G, but only until such time as the parties find a mutually agreeable alternative to such accessTA2000. E. At the request of the an Authorized Person, DST shall use all commercially reasonable efforts to provide the services set forth in Exhibit A Section 4.D. in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a "no transaction fee" program ("NTF"), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform securityholder servicing agent services; , (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System; System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan, non-NTF and pre-nightly transactions transactions, (collectively, the "Exception Services"). F. DST shall use all commercially reasonable efforts to provide, reasonably promptly under the circumstances, the same services described in this Agreement to the Fund Transfer Agent with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in a the Fund's ’s instructions, prospectus or application as amended from time to time, for the Fund provided that (i) DST is advised in advance by the Fund Transfer Agent of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Fund Transfer Agent requires an enhancement or modification to the TA2000 System or to DST's operations as presently conductedconducted by DST, DST shall not be liable therefor therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST's ’s cost of performing the services required hereunder at the current level of service, DST shall advise the Fund Transfer Agent of the amount of such increase and if the Fund Transfer Agent elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. G. The Fund Transfer Agent shall add all new series of the Funds or new investment companies, funds or trusts to the TA2000 System in accordance with Section 3.05 upon at least thirty (30) days’ prior written notice to DST provided that the requirements of the Remote Service new series are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional series or Funds shall be as set forth in Exhibit B A, as hereinafter defined, for the remainder of the contract term except as such series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST's ’s then-standard pricing schedule. H. The provisions of this Section 4.H that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agency Agreement or any provisions of any exhibit or other attachment to this Agency Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that — to the extent that DST provides any services under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 4.D(x) — it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Fund and that DST will not make any judgments or exercise any discretion of any kind, and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of securityholders and securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the Fund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the Fund. The Fund agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 4.D(x)), including promptly providing responses to requests for direction that may be made from time to time by DST of the Fund in this regard.

Appears in 3 contracts

Samples: Agency Agreement (KKR Alternative Corporate Opportunities Fund), Agency Agreement (KKR Alternative Corporate Opportunities Fund P), Agency Agreement (KKR Series Trust)

Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Fund Transfer Agent hereby engages and appoints DST as its Sub-Transfer Agent and Sub-Dividend Disbursing Agent to provide the services described in this AgreementAgent. B. DST hereby accepts such appointment and agrees that it will act as Sub-the Fund's Transfer Agent and Sub-Dividend Disbursing Agent on behalf of the Fund Transfer Agent. DST agrees that it will also act as agent on behalf of the Fund Transfer Agent in connection with the Fund's periodic withdrawal payment accounts and other open accounts or similar plans for securityholders, if any, and any other services to which the parties mutually agree in a writing signed by a Vice President or more senior officer of the parties. C. The Fund Transfer Agent agrees to use its reasonable efforts to deliver all of its securityholder account records to DST in Kansas City, Missouri contemporaneously with the execution hereofMissouri, oras soon as they are available, with respect to records not usually needed in the normal course all of business but for which DST reasonably deems necessary to perform its services under this Agreement, to arrange for reasonable access to such records by DSTsecurityholder account records. D. DST, utilizing TA2000(TM) and the STS SystemTA2000TM, DST's computerized data processing systems system for securityholder accounting (together, the "TA2000" or "the TA2000 System")) and in accordance with the terms and conditions of this Agreement, will, will perform the following services as Sub-Transfer Agent transfer and Sub-Dividend Disbursing Agent dividend disbursing agent for the Fund Transfer AgentFund, and as agent of the Fund Transfer Agent for securityholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling share certificates; (ii) maintaining on the TA2000 System securityholder accounts; (iii) accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the National Securities Clearing Corporation (“NSCC”) on behalf of NSCC’s participants, including the Funds), in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) issuing instructions to the Funds’ banks for the settlement of transactions between the Funds and NSCC (acting on behalf of its broker-dealer and bank participants); (v) providing account and transaction information from each affected Fund’s records on TA2000 in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; (vi) maintaining securityholder accounts on TA2000 through Networking; (vii) providing transaction journals; (viii) once annually preparing securityholder meeting lists for use in connection with the annual meeting and certifying a copy of such list; (ix) mailing securityholder reports and prospectuses; (x) withholding, as required by federal law, taxes on securityholder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all securityholders; (xi) disbursing income dividends and capital gains distributions to securityholders and recording reinvestment of dividends and distributions in shares of the Fund; (xii) preparing and mailing confirmation forms to securityholders and dealers, as instructed, for all purchases and liquidations of shares of the Fund and other confirmable transactions in securityholders' accounts; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by the Fund or its management company; (xiv) maintaining those records necessary to carry out DST's duties hereunder, including all information reasonably required by the Fund to account for all transactions in the Fund shares; (xv) calculating the appropriate sales charge with respect to each purchase of the Fund shares as instructed by an Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the Fund's principal underwriter or distributor (hereinafter "principal underwriter") or an Authorized Person from time to time, perform disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such principal underwriter and disbursing such commissions to the principal underwriter; (xvi) receiving correspondence pertaining to any former, existing or new securityholder account, processing such correspondence for proper recordkeeping, and responding promptly to securityholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of securityholder statements to securityholders and registered representatives of dealers in accordance with the instructions of an accurate Authorized Person; (xvii) processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in the prospectus, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined), and timely manner those services causing exchanges of shares to be executed in accordance with the instructions of Authorized Persons, the applicable prospectus and the general exchange privilege applicable; (xviii) providing to the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of shares of the Funds on TA2000; (xix) providing to the Fund escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000 and (xxi) providing a Cash Utilization Arrangement consistent with the provisions set forth in Exhibit AA. For clarification, as amended with respect to Blue Sky obligations, the Fund is responsible any registration or filing with a federal or state government body or obtaining approval from time to time as mutually agreed to by such body required for the parties, sale of shares of the Fund in each jurisdiction in which it is attached hereto and hereby incorporated in this Agreement as if fully set forthsold. Exhibit A reflects the services currently provided by Fund Transfer Agent. DST agrees DST’s sole obligation is to provide these same services in the future; however, Fund access to the manner in which these services are delivered, and Blue Sky module of TA2000 with respect to purchases of shares of the systems utilized to provide these services, shall be at DST's sole discretionFund on TA2000. It is acknowledged the Fund’s responsibility to validate that the blue sky module settings are accurate and complete and to validate the output produced thereby and other applicable reports provided by Fund Transfer Agent thatDST, to ensure accuracy. DST is not responsible in order to perform all any way for claims that the sale of shares of the services set forth in Exhibit A, Fund violated any such requirement (unless such violation results from a failure of the DST shall require access Blue Sky module to and the ability to use certain software applications previously utilized by Fund Transfer Agent to provide the services set forth on Exhibit A and that Fund Transfer Agent was unable to transfer such software applications to DST under the Asset Purchase Agreement dated as of January 15, 2003 between Fund Transfer Agent and DST (the "Asset Purchase Agreement"). Accordingly, Fund Transfer Agent shall provide, for so long as this Agreement is in effect, and DST requires access to such software applications to provide the services set forth in Exhibit A, all necessary access to the software applications (and the data contained therein), and to any network which must be accessed to utilize such software applications, as are enumerated in Exhibit G (the "FTA Software Applications"). In addition, for so long as this Agreement is in effect and DST requires access to notify the Fund Transfer Agent's intranet network to provide services under this Agreement, that such sales do not comply with the parameters set by the Fund Transfer Agent agrees for sales to provide access to such intranet network on the terms and conditions described in Exhibit G, but only until such time as the parties find residents of a mutually agreeable alternative to such accessgiven state). E. At the request of the an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Exhibit A Section 4.D in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a "no transaction fee" program ("NTF"), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform securityholder servicing agent services; , (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System; System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plannormal transactions, non-NTF and pre-nightly transactions (collectively, the "Exception Services"). F. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services described in this Agreement to the Fund Transfer Agent with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in a the Fund's instructions, prospectus or application as amended from time to time, for the Fund provided that (i) DST is advised in advance by the Fund Transfer Agent of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Fund Transfer Agent requires an enhancement or modification to the TA2000 System or to DST's operations as presently conductedconducted by DST, DST shall not be liable therefor therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation is considered in DST’s discretion to be an optional service, and which measurably increases DST's cost of performing the services required hereunder at the current level of service, DST shall advise the Fund Transfer Agent of the amount of such increase and if the Fund Transfer Agent elects to utilize such function, feature or service, DST shall be entitled to increase its fees by an amount mutually agreed to by the amount of the increase in costsparties. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it DST has consented thereto in writingwriting and DST and the Fund have agreed upon an incremental fee for such additional function, feature, improvement or change in method of operation. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation is in DST’s discretion a mandated change to the Services, and are charged generally to other existing clients used the modified or improved system, then DST may charge the Fund for the Fund’s pro rata share (based on number of accounts or other equitable measure based on the Service revised or modified) of the cost of the system modifications and improvements. G. The Fund Transfer Agent shall add all new series of the Funds or new investment companies, funds or trusts to the TA2000 System in accordance with Section 3.05 upon at least thirty (30) days’ prior written notice to DST provided that the requirements of the Remote Service new series are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional series or Funds shall be as set forth in Exhibit B A, as hereinafter defined, for the remainder of the contract term except as such series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST's then-standard pricing schedule. H. The provisions of this Section 4.H that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agency Agreement or any provisions of any exhibit or other attachment to this Agency Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that – to the extent that DST provides any services under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 4.D(x) – it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Fund and that DST will not make any judgments or exercise any discretion of any kind, and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of securityholders and securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the Fund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the Fund. The Fund agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 4.D(x)), including promptly providing responses to requests for direction that may be made from time to time by DST of the Fund in this regard. I. Additionally, upon receipt of a Financial Product’s written request, DST shall provide transmissions of shareholder activity to the print vendor selected by the Financial Product.

Appears in 3 contracts

Samples: Agency Agreement (RiverNorth Managed Duration Municipal Income Fund II, Inc.), Agency Agreement (RiverNorth Managed Duration Municipal Income Fund, Inc.), Agency Agreement (RiverNorth Opportunistic Municipal Income Fund, Inc.)

Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Fund Transfer Agent hereby engages and appoints DST as its Sub-Transfer Agent and Sub-Dividend Disbursing Agent to provide the services described in this AgreementAgent. B. DST hereby accepts such appointment and agrees that it will act as Sub-the Fund’s Transfer Agent and Sub-Dividend Disbursing Agent on behalf of the Fund Transfer Agent. DST agrees that it will also act as agent on behalf of the Fund Transfer Agent in connection with the Fund's ’s periodic withdrawal payment accounts and other open accounts or similar plans for securityholdersshareholders, if any, and any other services to which the parties mutually agree in a writing signed by a Vice President or more senior officer of the parties. C. The Fund Transfer Agent agrees to use its reasonable efforts to deliver all of its securityholder account records to DST in Kansas City, Missouri contemporaneously with the execution hereofMissouri, oras soon as they are available, with respect to records not usually needed in the normal course all of business but for which DST reasonably deems necessary to perform its services under this Agreement, to arrange for reasonable access to such records by DSTshareholder account records. D. DST, utilizing TA2000(TM) and the STS SystemTA2000TM, DST's ’s computerized data processing systems system for securityholder accounting (together, the "TA2000" or "the TA2000 System"), will, will perform the following services as Sub-Transfer Agent transfer and Sub-Dividend Disbursing Agent dividend disbursing agent for the Fund Transfer AgentFund, and as agent of the Fund Transfer Agent for securityholder shareholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling share certificates; (ii) maintaining on the TA2000 System shareholder accounts; (iii) accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the National Securities Clearing Corporation (“NSCC”) on behalf of NSCC’s participants, including the Funds), in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) issuing instructions to the Funds’ banks for the settlement of transactions between the Funds and NSCC (acting on behalf of its broker-dealer and bank participants); (v) providing account and transaction information from each affected Fund’s records on TA2000 in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; (vi) maintaining shareholder accounts on TA2000 through Networking; (vii) providing transaction journals; (viii) once annually preparing shareholder meeting lists for use in connection with the annual meeting and certifying a copy of such list; (ix) mailing shareholder reports and prospectuses; (x) withholding, as required by federal law, taxes on shareholder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholders; (xi) disbursing income dividends and capital gains distributions to shareholders and recording reinvestment of dividends and distributions in shares of the Fund; (xii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations of shares of the Fund and other confirmable transactions in shareholders’ accounts; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by the Fund or its management company; (xiv) maintaining those records necessary to carry out DST’s duties hereunder, including all information reasonably required by the Fund to account for all transactions in the Fund shares; (xv) calculating the appropriate sales charge with respect to each purchase of the Fund shares as instructed by an Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the Fund’s principal underwriter or distributor (hereinafter “principal underwriter”) or an Authorized Person from time to time, perform disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such principal underwriter and disbursing such commissions to the principal underwriter; (xvi) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and registered representatives of dealers in accordance with the instructions of an accurate and timely manner those services Authorized Person; (xvii) processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in Exhibit Athe prospectus, rejecting promptly any requests not received in proper order (as amended from time to time defined by an Authorized Person or the Procedures as mutually agreed to by the parties, which is attached hereto and hereby incorporated in this Agreement as if fully set forth. Exhibit A reflects the services currently provided by Fund Transfer Agent. DST agrees to provide these same services in the future; however, the manner in which these services are delivered, and the systems utilized to provide these services, shall be at DST's sole discretion. It is acknowledged by Fund Transfer Agent that, in order to perform all of the services set forth in Exhibit A, DST shall require access to and the ability to use certain software applications previously utilized by Fund Transfer Agent to provide the services set forth on Exhibit A and that Fund Transfer Agent was unable to transfer such software applications to DST under the Asset Purchase Agreement dated as of January 15, 2003 between Fund Transfer Agent and DST (the "Asset Purchase Agreement"). Accordingly, Fund Transfer Agent shall provide, for so long as this Agreement is in effect, and DST requires access to such software applications to provide the services set forth in Exhibit A, all necessary access to the software applications (and the data contained thereinhereinafter defined), and causing exchanges of shares to any network which must be accessed executed in accordance with the instructions of Authorized Persons, the applicable prospectus and the general exchange privilege applicable; (xviii) providing to utilize such software applications, as are enumerated in Exhibit G the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of shares of the Funds on TA2000; and (the "FTA Software Applications"). In addition, for so long as this Agreement is in effect and DST requires access xix) providing to the Fund Transfer Agent's intranet network escheatment reports as requested by an Authorized Person with respect to provide services under this Agreement, the Fund Transfer Agent agrees to provide access to such intranet network status of accounts and outstanding checks on the terms and conditions described in Exhibit G, but only until such time as the parties find a mutually agreeable alternative to such accessTA2000. E. At the request of the an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Exhibit A Section 4.D. in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a "no transaction fee" program ("NTF"), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform securityholder shareholder servicing agent services; , (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System; System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan, non-NTF and pre-nightly transactions transactions, (collectively, the "Exception Services"). F. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services described in this Agreement to the Fund Transfer Agent with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in a the Fund's ’s instructions, prospectus or application as amended from time to time, for the Fund provided that (i) DST is advised in advance by the Fund Transfer Agent of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Fund Transfer Agent requires an enhancement or modification to the TA2000 System or to DST's operations as presently conductedconducted by DST, DST shall not be liable therefor therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST's ’s cost of performing the services required hereunder at the current level of service, DST shall advise the Fund Transfer Agent of the amount of such increase and if the Fund Transfer Agent elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. G. The Fund Transfer Agent shall add new series of the Funds or new investment companies, funds or trusts to the TA2000 System in accordance with Section 3.05 upon at least thirty (30) days’ prior written notice to DST provided that the requirements of the Remote Service new series are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional series or Funds shall be as set forth in Exhibit B A, as hereinafter defined, for the remainder of the contract term except as such series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST's ’s then-standard pricing schedule.

Appears in 2 contracts

Samples: Agency Agreement (Tributary Funds, Inc.), Agency Agreement (Tributary Funds, Inc.)

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Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Fund Transfer Agent hereby engages and appoints DST as its Sub-Transfer Agent and Sub-Dividend Disbursing Agent to provide the services described in this AgreementAgent. B. DST hereby accepts such appointment and agrees that it will act as Sub-the Fund's Transfer Agent and Sub-Dividend Disbursing Agent on behalf of the Fund Transfer Agent. DST agrees that it will also act as agent on behalf of the Fund Transfer Agent in connection with the Fund's periodic withdrawal payment accounts and other open accounts or similar plans for securityholdersshareholders, if any, and any other services to which the parties mutually agree in a writing signed by a Vice President or more senior officer of the parties. C. The Fund Transfer Agent agrees to use its reasonable efforts to deliver all of its securityholder account records to DST in Kansas City, Missouri contemporaneously with the execution hereofMissouri, oras soon as they are available, with respect to records not usually needed in the normal course all of business but for which DST reasonably deems necessary to perform its services under this Agreement, to arrange for reasonable access to such records by DSTshareholder account records. D. DST, utilizing TA2000(TM) and the STS SystemTA2000/TM/, DST's computerized data processing systems system for securityholder accounting (together, the "TA2000" or "the TA2000 System"), will, will perform the following services as Sub-Transfer Agent transfer and Sub-Dividend Disbursing Agent dividend disbursing agent for the Fund Transfer AgentFund, and as agent of the Fund Transfer Agent for securityholder shareholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling share certificates; (ii) maintaining on the TA2000 System shareholder accounts; (iii) accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the National Securities Clearing Corporation ("NSCC") on behalf of NSCC's participants, including the Funds), in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) issuing instructions to the Funds' banks for the settlement of transactions between the Funds and NSCC (acting on behalf of its broker-dealer and bank participants); (v) providing account and transaction information from each affected Fund's records on TA2000 in accordance with NSCC's Networking and Fund/SERV rules for those broker-dealers; (vi) maintaining shareholder accounts on TA2000 through Networking; (vii) providing transaction journals; (viii) once annually preparing shareholder meeting lists for use in connection with the annual meeting and certifying a copy of such list; (ix) mailing shareholder reports and prospectuses; (x) withholding, as required by federal law, taxes on shareholder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholders; (xi) disbursing income dividends and capital gains distributions to shareholders and recording reinvestment of dividends and distributions in shares of the Fund; (xii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations of shares of the Fund and other confirmable transactions in shareholders' accounts; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by the Fund or its management company; (xiv) maintaining those records necessary to carry out DST's duties hereunder, including all information reasonably required by the Fund to account for all transactions in the Fund shares; (xv) calculating the appropriate sales charge with respect to each purchase of the Fund shares as instructed by an Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the Fund's principal underwriter or distributor (hereinafter "principal underwriter") or an Authorized Person from time to time, perform disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such principal underwriter and disbursing such commissions to the principal underwriter; (xvi) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and registered representatives of dealers in accordance with the instructions of an accurate and timely manner those services Authorized Person; (xvii) processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in Exhibit Athe prospectus, rejecting promptly any requests not received in proper order (as amended from time to time defined by an Authorized Person or the Procedures as mutually agreed to by the parties, which is attached hereto and hereby incorporated in this Agreement as if fully set forth. Exhibit A reflects the services currently provided by Fund Transfer Agent. DST agrees to provide these same services in the future; however, the manner in which these services are delivered, and the systems utilized to provide these services, shall be at DST's sole discretion. It is acknowledged by Fund Transfer Agent that, in order to perform all of the services set forth in Exhibit A, DST shall require access to and the ability to use certain software applications previously utilized by Fund Transfer Agent to provide the services set forth on Exhibit A and that Fund Transfer Agent was unable to transfer such software applications to DST under the Asset Purchase Agreement dated as of January 15, 2003 between Fund Transfer Agent and DST (the "Asset Purchase Agreement"). Accordingly, Fund Transfer Agent shall provide, for so long as this Agreement is in effect, and DST requires access to such software applications to provide the services set forth in Exhibit A, all necessary access to the software applications (and the data contained thereinhereinafter defined), and causing exchanges of shares to any network which must be accessed executed in accordance with the instructions of Authorized Persons, the applicable prospectus and the general exchange privilege applicable; (xix) providing to utilize such software applications, as are enumerated in Exhibit G the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of shares of the Funds on TA2000; and (the "FTA Software Applications"). In addition, for so long as this Agreement is in effect and DST requires access xx) providing to the Fund Transfer Agent's intranet network escheatment reports as requested by an Authorized Person with respect to provide services under this Agreement, the Fund Transfer Agent agrees to provide access to such intranet network status of accounts and outstanding checks on the terms and conditions described in Exhibit G, but only until such time as the parties find a mutually agreeable alternative to such accessTA2000. E. At the request of the an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Exhibit A Section 4.D. in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a "no transaction fee" program ("NTF"), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform securityholder shareholder servicing agent services; , (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System; System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-non- retirement plan, non-NTF and pre-nightly transactions transactions, (collectively, the "Exception Services"). F. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services described in this Agreement to the Fund Transfer Agent with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in a the Fund's instructions, prospectus or application as amended from time to time, for the Fund provided that (i) DST is advised in advance by the Fund Transfer Agent of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Fund Transfer Agent requires an enhancement or modification to the TA2000 System or to DST's operations as presently conductedconducted by DST, DST shall not be liable therefor therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST's cost of performing the services required hereunder at the current level of service, DST shall advise the Fund Transfer Agent of the amount of such increase and if the Fund Transfer Agent elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. G. The Fund Transfer Agent shall have the right to add new series of the Funds or new investment companies, funds or trusts to the TA2000 System in accordance with Section 3.05 upon at least thirty (30) days' prior written notice to DST provided that the requirements of the Remote Service new series are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional series or Funds shall be as set forth in Exhibit B A, as hereinafter defined, for the remainder of the contract term except as such series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST's then-standard pricing schedule.

Appears in 2 contracts

Samples: Agency Agreement (Sogen International Fund Inc/Societe Generale Touche Remnant), Agency Agreement (Sogen Funds Inc)

Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Fund Transfer Agent Trust hereby engages and appoints DST as its Sub-Transfer Agent and Sub-Dividend Disbursing Agent to provide for the services described in this AgreementFunds. B. DST hereby accepts such appointment and agrees that it will act as Sub-each Fund's Transfer Agent and Sub-Dividend Disbursing Agent on behalf of the Fund Transfer Agent. DST agrees that it will also act as agent on behalf of the Fund Transfer Agent in connection with the each Fund's periodic withdrawal payment accounts and other open accounts or similar plans for securityholders, if any, and any other services to which the parties mutually agree in a writing signed by a Vice President or more senior officer of the parties. C. The Fund Transfer Agent Trust agrees to use its reasonable efforts to deliver all of its securityholder account records to DST in Kansas City, Missouri contemporaneously with the execution hereofMissouri, oras soon as they are available, with respect to records not usually needed in the normal course all of business but for which DST reasonably deems necessary to perform its services under this Agreement, to arrange for reasonable access to such records by DSTsecurityholder account records. D. DST, utilizing TA2000(TM) and the STS SystemTA2000TM, DST's computerized data processing systems system for securityholder accounting (together, the "TA2000" or "the TA2000 System")) and in accordance with the terms and conditions of this Agreement, will, will perform the following services as Sub-Transfer Agent transfer and Sub-Dividend Disbursing Agent dividend disbursing agent for the Fund Transfer Agenteach Fund, and as agent of the each Fund Transfer Agent for securityholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling share certificates; (ii) maintaining on the TA2000 System securityholder accounts; (iii) accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the National Securities Clearing Corporation (“NSCC”) on behalf of NSCC’s participants, including the Funds), in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) issuing instructions to the Funds’ banks for the settlement of transactions between the Funds and NSCC (acting on behalf of its broker-dealer and bank participants); (v) providing account and transaction information from each affected Fund’s records on TA2000 in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; (vi) maintaining securityholder accounts on TA2000 through Networking; (vii) providing transaction journals; (viii) once annually preparing securityholder meeting lists for use in connection with the annual meeting and certifying a copy of such list, as necessary; (ix) mailing securityholder reports and prospectuses; (x) withholding, as required by federal law, taxes on securityholder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all securityholders; (xi) disbursing income dividends and capital gains distributions to securityholders and recording reinvestment of dividends and distributions in shares of each Fund; (xii) preparing and mailing confirmation forms to securityholders and dealers, perform as instructed, for all purchases and liquidations of shares of each Fund and other confirmable transactions in securityholders' accounts; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by each Fund or its management company; (xiv) maintaining those records necessary to carry out DST's duties hereunder, including all information reasonably required by each Fund to account for all transactions in each Fund’s shares; (xv) calculating the appropriate sales charge with respect to each purchase of each Fund’s shares as instructed by an accurate Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and timely manner those services instructions delivered to DST by each Fund's principal underwriter or distributor (hereinafter "principal underwriter") or an Authorized Person from time to time, disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such principal underwriter and disbursing such commissions to the principal underwriter; (xvi) receiving correspondence pertaining to any former, existing or new securityholder account, processing such correspondence for proper recordkeeping, and responding promptly to securityholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of securityholder statements to securityholders and registered representatives of dealers in accordance with the instructions of an Authorized Person; (xvii) processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in Exhibit Athe prospectus, rejecting promptly any requests not received in proper order (as amended from time to time defined by an Authorized Person or the Procedures as mutually agreed to by the parties, which is attached hereto and hereby incorporated in this Agreement as if fully set forth. Exhibit A reflects the services currently provided by Fund Transfer Agent. DST agrees to provide these same services in the future; however, the manner in which these services are delivered, and the systems utilized to provide these services, shall be at DST's sole discretion. It is acknowledged by Fund Transfer Agent that, in order to perform all of the services set forth in Exhibit A, DST shall require access to and the ability to use certain software applications previously utilized by Fund Transfer Agent to provide the services set forth on Exhibit A and that Fund Transfer Agent was unable to transfer such software applications to DST under the Asset Purchase Agreement dated as of January 15, 2003 between Fund Transfer Agent and DST (the "Asset Purchase Agreement"). Accordingly, Fund Transfer Agent shall provide, for so long as this Agreement is in effect, and DST requires access to such software applications to provide the services set forth in Exhibit A, all necessary access to the software applications (and the data contained thereinhereinafter defined), and causing exchanges of shares to any network which must be accessed to utilize such software applicationsexecuted in accordance with the instructions of Authorized Persons, as are enumerated in Exhibit G the applicable prospectus and the general exchange privilege applicable; (the "FTA Software Applications"). In addition, for so long as this Agreement is in effect and DST requires access xviii) providing to the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of shares of each Funds on TA2000; and (xix) providing to each Fund Transfer Agent's intranet network escheatment reports as requested by an Authorized Person with respect to provide services under this Agreement, the Fund Transfer Agent agrees to provide access to such intranet network status of accounts and outstanding checks on the terms and conditions described in Exhibit G, but only until such time as the parties find a mutually agreeable alternative to such accessTA2000. E. At the request of the an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Exhibit A Section 4.D. in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a "no transaction fee" program ("NTF"), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform securityholder servicing agent services; , (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System; System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan, non-NTF and pre-nightly transactions transactions, (collectively, the "Exception Services"). F. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services described in this Agreement to the Fund Transfer Agent with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in a each Fund's instructions, prospectus or application as amended from time to time, for the Fund provided that (i) DST is advised in advance by the each Fund Transfer Agent of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the each Fund Transfer Agent requires an enhancement or modification to the TA2000 System or to DST's operations as presently conductedconducted by DST, DST shall not be liable therefor therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST's cost of performing the services required hereunder at the current level of service, DST shall advise the Fund Transfer Agent Funds of the amount of such increase and if the Fund Transfer Agent elects Funds elect to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing. G. The Fund Transfer Agent Trust shall add all new series of the Funds or new investment companies, funds or trusts to the TA2000 System in accordance with Section 3.05 upon at least thirty (30) days’ prior written notice to DST provided that the requirements of the Remote Service new series are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional series or Funds shall be as set forth in Exhibit B A, as hereinafter defined, for the remainder of the contract term except as such series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST's then-standard pricing schedule. H. The provisions of this Section 4.H that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agency Agreement or any provisions of any exhibit or other attachment to this Agency Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that – to the extent that DST provides any services under this Agency Agreement that relate to compliance by the Funds with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 4.D(x) – it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Funds and that DST will not make any judgments or exercise any discretion of any kind, and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Funds); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Funds which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of securityholders and securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the Funds); and (5) paying withholding and other taxes, except pursuant to the express instructions of the Funds. The Trust agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Funds with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 4.D(x)), including promptly providing responses to requests for direction that may be made from time to time by DST of the Funds in this regard.

Appears in 1 contract

Samples: Agency Agreement (Riverpark Funds Trust)

Scope of Appointment. A. Subject to the terms and conditions set forth in this Agreement, the Fund Transfer Agent hereby engages and appoints DST as its Sub-Transfer Agent and Sub-Dividend Disbursing Agent to provide the services described in this AgreementAgent. B. DST hereby accepts such appointment and agrees that it will act as Sub-the Fund’s Transfer Agent and Sub-Dividend Disbursing Agent on behalf of the Fund Transfer Agent. DST agrees that it will also act as agent on behalf of the Fund Transfer Agent in connection with the Fund's ’s periodic withdrawal payment accounts and other open accounts or similar plans for securityholders, if any, and any other services to which the parties mutually agree in a writing signed by a Vice President or more senior officer of the parties. C. The Fund Transfer Agent agrees to use its reasonable efforts to deliver all of its securityholder account records to DST in Kansas City, Missouri contemporaneously with the execution hereofMissouri, oras soon as they are available, with respect to records not usually needed in the normal course all of business but for which DST reasonably deems necessary to perform its services under this Agreement, to arrange for reasonable access to such records by DSTsecurityholder account records. D. DST, utilizing TA2000(TM) and the STS SystemTA2000TM, DST's ’s computerized data processing systems system for securityholder accounting (together, the "TA2000" or "the TA2000 System")”) and in accordance with the terms and conditions of this Agreement, will, will perform the following services as Sub-Transfer Agent transfer and Sub-Dividend Disbursing Agent dividend disbursing agent for the Fund Transfer AgentFund, and as agent of the Fund Transfer Agent for securityholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling share certificates (if applicable); (ii) maintaining on the TA2000 System securityholder accounts; (iii) accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, repurchases, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the National Securities Clearing Corporation (“NSCC”) on behalf of NSCC’s participants, including the Funds), in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) issuing instructions to the Funds’ banks for the settlement of transactions between the Funds and NSCC (acting on behalf of its broker-dealer and bank participants); (v) providing account and transaction information from each affected Fund’s records on TA2000 in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; (vi) maintaining securityholder accounts on TA2000 through Networking; (vii) providing transaction journals; (viii) once annually preparing securityholder meeting lists for use in connection with the annual meeting and certifying a copy of such list (if applicable); (ix) mailing securityholder reports and prospectuses; (x) withholding, as required by federal law, taxes on securityholder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all securityholders; (xi) disbursing income dividends and capital gains distributions to securityholders and recording reinvestment of dividends and distributions in shares of the Fund; (xii) preparing and mailing confirmation forms to securityholders and dealers, as instructed, for all purchases and liquidations of shares of the Fund and other confirmable transactions in securityholders’ accounts; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by the Fund or its management company; (xiv) maintaining those records necessary to carry out DST’s duties hereunder, including all information reasonably required by the Fund to account for all transactions in the Fund shares; (xv) calculating the appropriate sales charge (if applicable) with respect to each purchase of the Fund shares as instructed by an Authorized Person, as hereinafter defined, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the Fund’s principal underwriter or distributor (hereinafter “principal underwriter”) or an Authorized Person from time to time, perform disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such principal underwriter and disbursing such commissions to the principal underwriter; (xvi) receiving correspondence pertaining to any former, existing or new securityholder account, processing such correspondence for proper recordkeeping, and responding promptly to securityholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of securityholder statements to securityholders and registered representatives of dealers in accordance with the instructions of an accurate Authorized Person; (xvii) processing, generally on the date of receipt, purchases or repurchases or instructions to settle any mail or wire order purchases or repurchases received in proper order as set forth in the prospectus, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined), and timely manner those services causing exchanges of shares (if applicable) to be executed in accordance with the instructions of Authorized Persons, the applicable prospectus and the general exchange privilege applicable; (xviii) providing to the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of shares of the Funds on TA2000; (xix) providing to the Fund escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000 and (xxi) providing a Cash Utilization Arrangement consistent with the provisions set forth in Exhibit AA. For clarification, as amended with respect to Blue Sky obligations, the Fund is responsible for any registration or filing with a federal or state government body or obtaining approval from time to time as mutually agreed to by such body required for the parties, sale of shares of the Fund in each jurisdiction in which it is attached hereto and hereby incorporated in this Agreement as if fully set forthsold. Exhibit A reflects the services currently provided by Fund Transfer Agent. DST agrees DST’s sole obligation is to provide these same services in the future; however, Fund access to the manner in which these services are delivered, and Blue Sky module of TA2000 with respect to purchases of shares of the systems utilized to provide these services, shall be at DST's sole discretionFund on TA2000. It is acknowledged the Fund’s responsibility to validate that the blue sky module settings are accurate and complete and to validate the output produced thereby and other applicable reports provided by Fund Transfer Agent thatDST, to ensure accuracy. DST is not responsible in order to perform all any way for claims that the sale of shares of the services set forth in Exhibit A, Fund violated any such requirement (unless such violation results from a failure of the DST shall require access Blue Sky module to and the ability to use certain software applications previously utilized by Fund Transfer Agent to provide the services set forth on Exhibit A and that Fund Transfer Agent was unable to transfer such software applications to DST under the Asset Purchase Agreement dated as of January 15, 2003 between Fund Transfer Agent and DST (the "Asset Purchase Agreement"). Accordingly, Fund Transfer Agent shall provide, for so long as this Agreement is in effect, and DST requires access to such software applications to provide the services set forth in Exhibit A, all necessary access to the software applications (and the data contained therein), and to any network which must be accessed to utilize such software applications, as are enumerated in Exhibit G (the "FTA Software Applications"). In addition, for so long as this Agreement is in effect and DST requires access to notify the Fund Transfer Agent's intranet network to provide services under this Agreement, that such sales do not comply with the parameters set by the Fund Transfer Agent agrees for sales to provide access to such intranet network on the terms and conditions described in Exhibit G, but only until such time as the parties find residents of a mutually agreeable alternative to such accessgiven state). E. At the request of the an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Exhibit A Section 4.D in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a "no transaction fee" program ("NTF"), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform securityholder servicing agent services; , (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System; System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plannormal transactions, non-NTF and pre-nightly transactions (collectively, the "Exception Services"). F. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services described in this Agreement to the Fund Transfer Agent with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in a the Fund's ’s instructions, prospectus or application as amended from time to time, for the Fund provided that (i) DST is advised in advance by the Fund Transfer Agent of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Fund Transfer Agent requires an enhancement or modification to the TA2000 System or to DST's operations as presently conductedconducted by DST, DST shall not be liable therefor therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation is considered in DST’s discretion to be an optional service, and which measurably increases DST's ’s cost of performing the services required hereunder at the current level of service, DST shall advise the Fund Transfer Agent of the amount of such increase and if the Fund Transfer Agent elects to utilize such function, feature or service, DST shall be entitled to increase its fees by an amount mutually agreed to by the amount of the increase in costsparties. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it DST has consented thereto in writingwriting and DST and the Fund have agreed upon an incremental fee for such additional function, feature, improvement or change in method of operation. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation is in DST’s discretion a mandated change to the Services, and are charged generally to other existing clients using the modified or improved system, then DST may charge the Fund for the Fund’s pro rata share (based on number of accounts or other equitable measure based on the Service revised or modified) of the cost of the system modifications and improvements. G. The Fund Transfer Agent shall add all new series of the Funds or new investment companies, funds or trusts to the TA2000 System in accordance with Section 3.05 upon at least thirty (30) days’ prior written notice to DST provided that the requirements of the Remote Service new series are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional series or Funds shall be as set forth in Exhibit B A, as hereinafter defined, for the remainder of the contract term except as such series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST's ’s then-standard pricing schedule. H. The provisions of this Section 4.H that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agency Agreement or any provisions of any exhibit or other attachment to this Agency Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that – to the extent that DST provides any services under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 4.D(x) – it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Fund and that DST will not make any judgments or exercise any discretion of any kind, and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of securityholders and securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the Fund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the Fund. The Fund agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 4.D(x)), including promptly providing responses to requests for direction that may be made from time to time by DST of the Fund in this regard. I. Additionally, upon receipt of a Fund’s written request, DST shall provide transmissions of shareholder activity to the print vendor selected by the Fund.

Appears in 1 contract

Samples: Agency Agreement (1WS Credit Income Fund)

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