Scope of Appointment. A. Subject to the conditions and termination of provisions set forth in this Agreement, the Trust hereby appoints BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Trust (Appendix I shall be automatically deemed to be revised to include such future portfolio(s)). B. BOSTON FINANCIAL hereby accepts such appointment and agrees that it will act as the Trust’s Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL agrees that it will also act as agent in connection with the Trust’s periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any. C. The Trust agrees to use its best efforts to deliver to BOSTON FINANCIAL in Quincy, Massachusetts, as soon as they are available, all of its shareholder account records for any new Fund of the Trust. D. BOSTON FINANCIAL, utilizing TA2000TM, a computerized data processing system for securityholder accounting (the “TA2000TM System”) licensed from BOSTON FINANCIAL’s affiliate, DST Systems, Inc. (“DST”), will perform the following services as transfer and dividend disbursing agent for the Trust, and as agent of the Trust for shareholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling Certificates; (ii) maintaining all shareholder accounts; (iii) providing transaction journals; (iv) once annually preparing shareholder meeting lists for use in connection with the annual meeting and certifying the shareholder votes of the Trust; (v) mailing shareholder reports and prospectuses; (vi) withholding, as required by federal law, taxes on shareholder accounts, disbursing income dividends and capital gains distributions to shareholders, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholders; (vii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations of shares of the Trust and other transactions in shareholders’ accounts requiring confirmation under applicable law; (viii) recording reinvestment of dividends and distributions in Shares; (ix) providing or making available on-line daily and monthly reports as both are regularly provided by the TA2000TM System and as requested by the Trust or its management company; (x) maintaining those records necessary to carry out BOSTON FINANCIAL’s duties hereunder, including all information reasonably required by the Trust to account for all transactions in the Shares, (xi) calculating the appropriate sales charge with respect to each purchase of the Shares as set forth in the prospectus for the Trust, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL by the Trust’s principal underwriter or distributor (hereinafter “principal underwriter”) 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; (xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; (xiii) mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and dealers in accordance with the Trust’s instructions; (xiv) 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 the Trust, the Trust’s agents or prospectus, or the Procedures, as hereinafter defined), and causing exchanges of shares to be executed in accordance with the Trust’s instructions and prospectus, the Procedures and the general exchange privilege applicable; (xv) operating the order desk on behalf of the Trust for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “T+1” (Trade Date Plus One), monitoring the settlement of such orders and advising the Trust once such orders become delinquent based upon the Trust’s guidelines; and (xvi) monitoring “as of’s” and advising broker-dealers of the necessity to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established by the Trust. E. At the request of Trust, BOSTON FINANCIAL shall use reasonable efforts to provide the services set forth in Section 4.D. other than through BOSTON FINANCIAL’s usual methods and procedures to utilize the TA2000 System, that is by performing services requiring more manual intervention by BOSTON FINANCIAL, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, or where information is provided to BOSTON FINANCIAL after the commencement of the nightly processing cycle of the TA2000 System, thereby decreasing the effective time for performance by BOSTON FINANCIAL (the “Exception Services”). F. BOSTON FINANCIAL shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in advance by the Trust of any changes therein and (ii) the TA2000TM System and the mode of operations utilized by BOSTON FINANCIAL, 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 TA2000TM System or the operations as requested by the Trust requires an enhancement or modification to the TA2000TM System or to operations as presently conducted by BOSTON FINANCIAL, BOSTON FINANCIAL shall not be liable therefor until such modification or enhancement is installed on the TA2000TM 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 requested by the Trust (and which is not covered by Section 24 of this Agreement) measurably increases BOSTON FINANCIAL’s cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, BOSTON FINANCIAL shall be entitled to increase its fees by the amount of the increase in costs. In no event shall BOSTON FINANCIAL be responsible for or liable to provide any additional function, feature, improvement or change in method of operation requested by the Trust until it has consented thereto in writing. G. The Trust shall have the right to add all new Funds of the Trust to the TA2000TM System, provided that the Trust provides BOSTON FINANCIAL with at least thirty (30) days’ prior written notice and provided, further, that the requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with BOSTON FINANCIAL’s then-standard pricing schedule. H. BOSTON FINANCIAL shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. BOSTON FINANCIAL’s performance of the Services under this Agreement will be measured against service level standards (“SLAs”), which will be established in good faith by mutual written agreement of the parties and shall be made a part of this Agreement as Schedule 4.H once completed and agreed to by all parties. Following the establishment and implementation of the SLAs, BOSTON FINANCIAL shall provide to the Trust, a monthly report with respect to BOSTON FINANCIAL’s processing against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts to communicate to BOSTON FINANCIAL all sales and volume projections prior to the beginning of each quarter and to provide the BOSTON FINANCIAL with advance notice of any product development, sales or marketing campaigns that the Trust determines may materially impact the volume of transactions in the Funds. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. The parties agree that the SLAs shall not apply to, and shall not be calculated for, any particular day when: (i) the TA2000™ System or any computer hardware or software, which is substantially required for the performance of the Services, is unavailable for more than sixty (60) minutes, provided that such unavailability is beyond BOSTON FINANCIAL’s reasonable control and BOSTON FINANCIAL notifies the Trust promptly of such unavailability; (ii) there is a failure or unavailability of communication lines outside of BOSTON FINANCIAL’s facilities; (iii) there is a disaster that requires BOSTON FINANCIAL to process at its disaster recovery site or when BOSTON FINANCIAL’s transaction processing is impeded by an event described in Section 15 hereof; or (iv) the failure to perform is caused by third parties (including the Trust) whose actions are beyond BOSTON FINANCIAL’s reasonable control.
Appears in 3 contracts
Samples: Transfer Agency Agreement (Jpmorgan Trust Ii), Transfer Agency Agreement (JPMorgan Institutional Trust), Transfer Agency Agreement (One Group Investment Trust)
Scope of Appointment. A. Subject to the conditions and termination of provisions set forth in this Agreement, the Trust hereby appoints BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Trust (Appendix I shall be automatically deemed to be revised to include such future portfolio(s)).
B. BOSTON FINANCIAL hereby accepts such appointment and agrees that it will act as the Trust’s 's Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL agrees that it will also act as agent in connection with the Trust’s 's periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.
C. The Trust agrees to use its best efforts to deliver to BOSTON FINANCIAL in Quincy, Massachusetts, as soon as they are available, all of its shareholder account records for any new Fund of the Trust.
D. BOSTON FINANCIAL, utilizing TA2000TMTA2000(TM), a computerized data processing system for securityholder accounting (the “TA2000TM "TA2000(TM) System”") licensed from BOSTON FINANCIAL’s 's affiliate, DST Systems, Inc. (“"DST”"), will perform the following services as transfer and dividend disbursing agent for the Trust, and as agent of the Trust for shareholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling Certificates; (ii) maintaining all shareholder accounts; (iii) providing transaction journals; (iv) once annually preparing shareholder meeting lists for use in connection with the annual meeting and certifying the shareholder votes of the Trust; (v) mailing shareholder reports and prospectuses; (vi) withholding, as required by federal law, taxes on shareholder accounts, disbursing income dividends and capital gains distributions to shareholders, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholders; (vii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations of shares of the Trust and other transactions in shareholders’ ' accounts requiring confirmation under applicable law; (viii) recording reinvestment of dividends and distributions in Shares; (ix) providing or making available on-line daily and monthly reports as both are regularly provided by the TA2000TM TA2000(TM) System and as requested by the Trust or its management company; (x) maintaining those records necessary to carry out BOSTON FINANCIAL’s 's duties hereunder, including all information reasonably required by the Trust to account for all transactions in the Shares, (xi) calculating the appropriate sales charge with respect to each purchase of the Shares as set forth in the prospectus for the Trust, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL by the Trust’s 's principal underwriter or distributor (hereinafter “"principal underwriter”") 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; (xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; (xiii) mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and dealers in accordance with the Trust’s 's instructions; (xiv) 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 the Trust, the Trust’s 's agents or prospectus, or the Procedures, as hereinafter defined), and causing exchanges of shares to be executed in accordance with the Trust’s 's instructions and prospectus, the Procedures and the general exchange privilege applicable; (xv) operating the order desk on behalf of the Trust for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “"T+1” " (Trade Date Plus One), monitoring the settlement of such orders and advising the Trust once such orders become delinquent based upon the Trust’s 's guidelines; and (xvi) monitoring “"as of’s” 's" and advising broker-dealers of the necessity to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established by the Trust.
E. At the request of Trust, BOSTON FINANCIAL shall use reasonable efforts to provide the services set forth in Section 4.D. other than through BOSTON FINANCIAL’s 's usual methods and procedures to utilize the TA2000 System, that is by performing services requiring more manual intervention by BOSTON FINANCIAL, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, or where information is provided to BOSTON FINANCIAL after the commencement of the nightly processing cycle of the TA2000 System, thereby decreasing the effective time for performance by BOSTON FINANCIAL (the “"Exception Services”").
F. BOSTON FINANCIAL shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s 's instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in advance by the Trust of any changes therein and (ii) the TA2000TM TA2000(TM) System and the mode of operations utilized by BOSTON FINANCIAL, 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 TA2000TM TA2000(TM) System or the operations as requested by the Trust requires an enhancement or modification to the TA2000TM TA2000(TM) System or to operations as presently conducted by BOSTON FINANCIAL, BOSTON FINANCIAL shall not be liable therefor until such modification or enhancement is installed on the TA2000TM TA2000(TM) 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 requested by the Trust (and which is not covered by Section 24 of this Agreement) measurably increases BOSTON FINANCIAL’s 's cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, BOSTON FINANCIAL shall be entitled to increase its fees by the amount of the increase in costs. In no event shall BOSTON FINANCIAL be responsible for or liable to provide any additional function, feature, improvement or change in method of operation requested by the Trust until it has consented thereto in writing.
G. The Trust shall have the right to add all new Funds of the Trust to the TA2000TM TA2000(TM) System, provided that the Trust provides BOSTON FINANCIAL with at least thirty (30) days’ ' prior written notice and provided, further, that the requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with BOSTON FINANCIAL’s 's then-standard pricing schedule.
H. BOSTON FINANCIAL shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. BOSTON FINANCIAL’s 's performance of the Services under this Agreement will be measured against service level standards (“"SLAs”"), which will be established in good faith by mutual written agreement of the parties and shall be made a part of this Agreement as Schedule 4.H once completed and agreed to by all parties. Following the establishment and implementation of the SLAs, BOSTON FINANCIAL shall provide to the Trust, a monthly report with respect to BOSTON FINANCIAL’s 's processing against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts to communicate to BOSTON FINANCIAL all sales and volume projections prior to the beginning of each quarter and to provide the BOSTON FINANCIAL with advance notice of any product development, sales or marketing campaigns that the Trust determines may materially impact the volume of transactions in the Funds. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. The parties agree that the SLAs shall not apply to, and shall not be calculated for, any particular day when: (i) the TA2000™ TA2000(TM) System or any computer hardware or software, which is substantially required for the performance of the Services, is unavailable for more than sixty (60) minutes, provided that such unavailability is beyond BOSTON FINANCIAL’s 's reasonable control and BOSTON FINANCIAL notifies the Trust promptly of such unavailability; (ii) there is a failure or unavailability of communication lines outside of BOSTON FINANCIAL’s 's facilities; (iii) there is a disaster that requires BOSTON FINANCIAL to process at its disaster recovery site or when BOSTON FINANCIAL’s 's transaction processing is impeded by an event described in Section SECTION 15 hereof; or (iv) the failure to perform is caused by third parties (including the Trust) whose actions are beyond BOSTON FINANCIAL’s 's reasonable control.
Appears in 3 contracts
Samples: Transfer Agency Agreement (Jp Morgan Series Trust Ii), Transfer Agency Agreement (Undiscovered Managers Funds), Transfer Agency Agreement (Jp Morgan Fleming Mutual Fund Group Inc)
Scope of Appointment. A. Subject to the conditions and termination of provisions set forth in this Agreement, the Trust hereby appoints BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Trust (Appendix I A shall be automatically deemed to be revised to include such future portfolio(s)).
B. BOSTON FINANCIAL hereby accepts such appointment and agrees that it will act as the Trust’s 's Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL agrees that it will also act as agent in connection with the Trust’s 's periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.
C. The Trust agrees to use its best efforts to deliver to BOSTON FINANCIAL in Quincy, Massachusetts, as soon as they are available, all of its shareholder account records for any new Fund of the Trust.
D. BOSTON FINANCIAL, utilizing TA2000TM, a computerized data processing system for securityholder accounting (the “"TA2000TM System”") licensed from BOSTON FINANCIAL’s affiliate, DST Systems, Inc. (“DST”), will perform the following services as transfer and dividend disbursing agent for the Trust, and as agent of the Trust for shareholder accounts thereof, in a timely manner: :
(i) issuing (including countersigning), transferring and canceling Certificates; ;
(ii) maintaining all shareholder accounts; ;
(iii) providing transaction journals; ;
(iv) once annually preparing shareholder meeting lists for use in connection with the annual meeting and certifying the shareholder votes or special meetings of the Trust; shareholders;
(v) mailing shareholder reports and prospectuses; ;
(vi) withholding, as required by federal law, taxes on shareholder accounts, disbursing income dividends and capital gains distributions to shareholders, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholders; ;
(vii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations of shares of the Trust and other transactions in shareholders’ ' accounts requiring confirmation under applicable law; ;
(viii) recording reinvestment of dividends and distributions in Shares; ;
(ix) providing or making available on-line daily and monthly reports as both are regularly provided by the TA2000TM System and as requested by the Trust or its management company; ;
(x) maintaining those records necessary to carry out BOSTON FINANCIAL’s 's duties hereunder, including all information reasonably required by the Trust to account for all transactions in the Shares, ,
(xi) calculating the appropriate sales charge with respect to each purchase of the Shares as set forth in the prospectus for the Trust, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL by the Trust’s 's principal underwriter or distributor (hereinafter “"principal underwriter”") 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; ;
(xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; ;
(xiii) mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and dealers in accordance with the Trust’s 's instructions; ;
(xiv) 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 the Trust, the Trust’s 's agents or prospectus, or the Procedures, as hereinafter defined), and causing exchanges of shares to be executed in accordance with the Trust’s 's instructions and prospectus, the Procedures and the general exchange privilege applicable; ;
(xv) operating the order desk on behalf of the Trust for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “T+1” (Trade Date Plus One), monitoring the settlement of such orders and advising the Trust once such orders become delinquent based upon the Trust’s guidelines; and (xvi) monitoring “"as of’s” 's" and advising broker-dealers of the necessity to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established by the Trust;
(xvi) accepting any information, records, documents, data, certificates, transaction requests by machine readable input, facsimile, CRT data entry and electronic instructions, including e-mail communications, which have been prepared, maintained or provided by the Trust or any other person or firm on behalf of the Trust or from broker-dealers of record or third-party administrators on behalf of individual shareholders. With respect to transaction requests received in the foregoing manner, BOSTON FINANCIAL shall not be responsible for determining that the original source documentation is in good order, which includes not being responsible for compliance with Rule 22c-1 under the 1940 Act, and it will be the responsibility of the Trust to require its broker-dealers or third party administrators to retain such documentation. E-mail exchanges on routine matters may be made directly with the Trust’s contact at BOSTON FINANCIAL. BOSTON FINANCIAL will not act on any e-mail communications coming to it directly from shareholders requesting transactions, including, but not limited to, monetary transactions, change of ownership, or beneficiary changes; and
(xvii) 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 NSCC on behalf of NSCC’s participants, including the Trust), in accordance with, instructions transmitted to and received by BOSTON FINANCIAL by transmission from NSCC on behalf of authorized broker-dealers on the Trust dealer file maintained by BOSTON FINANCIAL; issuing instructions to the Trust’s banks for the settlement of transactions between the Trust and NSCC (acting on behalf of its broker-dealer and bank participants); provide account and transaction information from the Trust’s records on TA2000 System in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; and maintain shareholder accounts on TA2000 through Networking.
E. At When requested by the request of TrustTrust and when BOSTON FINANCIAL deems it reasonably feasible, BOSTON FINANCIAL shall use reasonable efforts to provide the services set forth in Section 4.D. through means other than through BOSTON FINANCIAL’s 's usual methods and procedures to utilize the TA2000 Systemprocedures, that is by including but not limited to, performing services requiring more manual intervention by BOSTON FINANCIAL, either in the manual entry of data or in data, the modification or amendment of reports generated by the TA2000 Systemreports, or where information is provided to BOSTON FINANCIAL after the commencement of the nightly processing cycle of the TA2000 System, thereby decreasing the effective time for performance by BOSTON FINANCIAL (the . Such provision of services shall be deemed “Exception Services”),” as outlined in Schedule 6.E.(4) to this Agreement.
F. BOSTON FINANCIAL shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s 's instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in advance by the Trust of any changes therein and (ii) the TA2000TM System and the mode of operations utilized by BOSTON FINANCIAL, 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 TA2000TM System or the operations as requested by the Trust requires an enhancement or modification to the TA2000TM System or to operations as presently conducted by BOSTON FINANCIAL, BOSTON FINANCIAL shall not be liable therefor until such modification or enhancement is installed on the TA2000TM System or new mode of operation is instituted. BOSTON FINANCIAL shall endeavor to add such modifications or enhancements as soon as is reasonably possible. If any new, additional function or feature or new change or improvement to existing functions services or features or new service or mode modes of operation requested by the Trust (and which is not a change, enhancement or modification to the TA2000 System covered by Section 24 of this Agreement) measurably increases BOSTON FINANCIAL’s 's cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature change or serviceimprovement, BOSTON FINANCIAL shall be entitled to increase its fees by an amount to be mutually agreed upon by the amount of the increase in costsTrust and BOSTON FINANCIAL. In no event shall BOSTON FINANCIAL be responsible for or liable to provide any additional function, feature, improvement or change in method of operation requested by the Trust until it BOSTON FINANCIAL has consented thereto in writing, and such consent shall not be unreasonably withheld.
G. The Trust shall have the right to add all new Funds of the Trust to the TA2000TM System, provided that the Trust provides BOSTON FINANCIAL with at least thirty (30) days’ ' prior written notice and provided, further, that the requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with mutually agreed upon by the Trust and BOSTON FINANCIAL’s then-standard pricing schedule.
H. BOSTON FINANCIAL shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. BOSTON FINANCIAL’s performance of the Services services under this Agreement will be measured against service level standards (“SLAs”), which will be have been established in good faith by mutual written agreement of the parties and shall be which are made a part of this Agreement as Schedule 4.H once completed and agreed to by all parties. Following the establishment and implementation of the SLAs, 4.H. BOSTON FINANCIAL shall provide to the Trust, a monthly report with respect to BOSTON FINANCIAL’s processing against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts to communicate to BOSTON FINANCIAL all sales and volume projections prior to the beginning of each quarter and to provide the BOSTON FINANCIAL with advance notice of any product development, sales or marketing campaigns that the Trust determines may materially impact the volume of transactions in the Funds. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. The parties agree that the SLAs shall not apply to, and shall not be calculated for, any particular day when: (i) the TA2000™ System or any computer hardware or software, which is substantially required for the performance of the Servicesservices, is unavailable for more than sixty (60) minutes, provided that such unavailability is beyond BOSTON FINANCIAL’s reasonable control and BOSTON FINANCIAL notifies the Trust promptly of such unavailability; (ii) there is a failure or unavailability of communication lines outside of BOSTON FINANCIAL’s facilities; (iii) there is a disaster that requires BOSTON FINANCIAL to process at its disaster recovery site site, provided such disaster was not caused by BOSTON FINANCIAL’s negligence or willful misconduct, or when BOSTON FINANCIAL’s transaction processing is impeded by an event described in Section 15 hereof; or (iv) the failure to perform is caused by third parties (including the Trust) whose actions are beyond BOSTON FINANCIAL’s reasonable control.
I. The parties agree that to the extent that BOSTON FINANCIAL provides any services under this Agreement that relate to compliance by the Trust with the Internal Revenue Code of 1986, as amended (“Code”) or any other tax law, including without limitation, 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 shareholders, BOSTON FINANCIAL will not exercise any discretion and will provide only ministerial, mechanical, printing, reproducing, and other similar assistance to the Trust. In particular, BOSTON FINANCIAL will not exercise any discretion in determining generally the actions that are required in connection with such compliance or when such compliance has been achieved. Except to the extent of making mathematical calculations or completing forms, in each case based on the Trust’s instructions, BOSTON FINANCIAL will not exercise any discretion in (1) determining generally: (a) the amounts of taxes that should be withheld on shareholder accounts; and (b) the amounts that should be reported in or on any specific box or line of any tax form; (2) classifying the status of shareholders and shareholder accounts under applicable tax law; and (3) paying withholding and other taxes.
J. The Trust shall identify to BOSTON FINANCIAL in writing the states and countries where the Shares of the Trust are registered or exempt, and the number of Shares registered for sale with respect to each state or country, as applicable. BOSTON FINANCIAL shall establish the foregoing parameters on the system for the Trust’s designated Blue Sky vendor. The Trust or its administrator shall verify that such parameters have been correctly established for each state or country on the system prior to activation and thereafter shall be responsible for monitoring the daily activity for each state or country. The responsibility of BOSTON FINANCIAL for the Trust’s blue sky registration status is solely limited to the initial establishment of the parameters provided by the Trust or the administrator for the vendor’s system and the daily transmission of a file to such vendor in order that the vendor may provide reports to the Trust or the administrator for monitoring.
K. If requested by the Trust (and as mutually agreed upon by the parties as to any reasonable reimbursable expenses), provide any additional related services (i.e., pertaining to escheatments, abandoned property, garnishment orders, bankruptcy and divorce proceedings, Internal Revenue Service or state tax authority tax levies and summonses and all matters relating to the foregoing).
L. With respect to the Savings Incentive Match Plan for Employee Individual Retirement Accounts ("SIMPLE IRAs") offered by the Trust in connection with the Shares, BOSTON FINANCIAL, utilizing the DST TRAC System ("TRAC") will perform services in connection with SIMPLE IRAs as set forth in Schedule 4L, attached hereto. In addition, the fees and expenses for such SIMPLE XXX services are set forth in Exhibit A-1, SIMPLE XXX Fees and Expenses.
Appears in 3 contracts
Samples: Transfer Agency Agreement (Jpmorgan Insurance Trust), Transfer Agency Agreement (JPMorgan Institutional Trust), Transfer Agency Agreement (JPMorgan Trust I)
Scope of Appointment. A. Subject to the conditions and termination of provisions set forth in this Agreement, the Trust Fund hereby appoints BOSTON FINANCIAL DST as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Trust (Appendix I shall be automatically deemed to be revised to include such future portfolio(s))Agent.
B. BOSTON FINANCIAL DST hereby accepts such appointment and agrees that it will act as the Trust’s Fund's Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL DST agrees that it will also act as agent in connection with the Trust’s Fund's periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.
C. The Trust Fund agrees to use its best efforts to deliver to BOSTON FINANCIAL DST in QuincyKansas City, MassachusettsMissouri, as soon as they are available, all of its shareholder account records for any new Fund of the Trustrecords.
D. BOSTON FINANCIALDST, utilizing TA2000TM, a DST's computerized data processing system systems for securityholder accounting (the “TA2000TM "TA2000 System”" for open-end funds and "STS System" for closed-end funds and the "Systems" for both the TA2000(R) licensed from BOSTON FINANCIAL’s affiliate, DST and STS Systems, Inc. (“DST”jointly and severally), and subject to the provisions of Sections 17,18 and 19 of this Agreement, will perform the following certain services as transfer and transfer, dividend disbursing and shareholders' servicing agent for the TrustFund, and as agent of the Trust Fund for shareholder accounts thereof, in a timely mannermanner including, but not limited to: (i) issuing (including countersigning), transferring and canceling Certificates; (ii) maintaining all shareholder accounts; (iii) providing transaction journals; (iv) once annually preparing shareholder meeting lists (one annually at no charge, lists for use in connection with the annual meeting additional meetings will be charged for), mailing proxies and proxy materials, receiving and tabulating proxies, certifying the shareholder votes of the Trustin Fund (all proxy activities are subject to proxy fees and reimbursable fees); (v) mailing shareholder reports and prospectusesprospectuses supplied to DST by Fund or its agents; (vi) withholding, as required by federal lawFederal law and as directed by Fund, taxes on shareholder nonresident alien and foreign corporation accounts, for pension and deferred income, backup withholding or other instances agreed upon by Fund and DST; disbursing income dividends and capital gains distributions to shareholders, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholdersshareholders and as directed by Fund; (vii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations (not applicable to closed-end funds except for transfers into or out of a shareholders' account) of shares of the Trust Fund and other confirmable transactions in shareholders’ accounts requiring confirmation under applicable law' accounts; (viii) recording reinvestment of dividends and distributions in Sharesshares of Fund; (ix) providing or making available on-line daily and monthly reports as both are regularly provided by either of the TA2000TM System Systems and as requested by the Trust Fund or its management company; (x) maintaining those records necessary to carry out BOSTON FINANCIAL’s DST's duties hereunder, including all information reasonably required by the Trust Fund to account for all transactions (non-valued in the Sharesclosed-end funds) in Fund shares, (xi) calculating the appropriate sales charge with respect to each purchase of the Shares Fund shares as set forth in the prospectus for the Trust, Fund (not applicable to closed-end funds); solely for open-end funds: determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL DST by the Trust’s Fund's principal underwriter or distributor (hereinafter “"principal underwriter”") 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; (xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; (xiii) mailing to dealers confirmations of wire order tradestrades (not applicable to closed-end funds); mailing copies of shareholder statements to shareholders and registered representatives of dealers in accordance with the Trust’s Fund's instructions; (xiv) and, solely in the case of open-end funds, processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases purchase or redemptions redemption (or in the case of closed-end funds, effecting transfer of certificates) received in proper order as set forth in the prospectusprospectus and DST's Procedures, as hereinafter defined, rejecting promptly any requests not received in proper order (as defined by the Trust, the Trust’s Fund or its agents or prospectus, or the DST's Procedures, as hereinafter defined), and and, solely in the case of open-end funds, causing exchanges of shares to be executed in accordance with Fund's instructions, the Trust’s instructions and applicable prospectus, the DST's Procedures and the general exchange privilege applicable; (xv) operating the order desk on behalf of the Trust for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “T+1” (Trade Date Plus One), monitoring the settlement of such orders and advising the Trust once such orders become delinquent based upon the Trust’s guidelines; and (xvi) monitoring “as of’s” and advising broker-dealers of the necessity to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established by the Trustapplication.
E. At the request of Trust, BOSTON FINANCIAL shall use reasonable efforts to provide the services set forth in Section 4.D. other than through BOSTON FINANCIAL’s usual methods and procedures to utilize the TA2000 System, that is by performing services requiring more manual intervention by BOSTON FINANCIAL, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, or where information is provided to BOSTON FINANCIAL after the commencement of the nightly processing cycle of the TA2000 System, thereby decreasing the effective time for performance by BOSTON FINANCIAL (the “Exception Services”).
F. BOSTON FINANCIAL shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in advance by the Trust of any changes therein and (ii) the TA2000TM System and the mode of operations utilized by BOSTON FINANCIAL, 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 TA2000TM System or the operations as requested by the Trust requires an enhancement or modification to the TA2000TM System or to operations as presently conducted by BOSTON FINANCIAL, BOSTON FINANCIAL shall not be liable therefor until such modification or enhancement is installed on the TA2000TM 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 requested by the Trust (and which is not covered by Section 24 of this Agreement) measurably increases BOSTON FINANCIAL’s cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, BOSTON FINANCIAL shall be entitled to increase its fees by the amount of the increase in costs. In no event shall BOSTON FINANCIAL be responsible for or liable to provide any additional function, feature, improvement or change in method of operation requested by the Trust until it has consented thereto in writing.
G. The Trust shall have the right to add all new Funds of the Trust to the TA2000TM System, provided that the Trust provides BOSTON FINANCIAL with at least thirty (30) days’ prior written notice and provided, further, that the requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with BOSTON FINANCIAL’s then-standard pricing schedule.
H. BOSTON FINANCIAL shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. BOSTON FINANCIAL’s performance of the Services under this Agreement will be measured against service level standards (“SLAs”), which will be established in good faith by mutual written agreement of the parties and shall be made a part of this Agreement as Schedule 4.H once completed and agreed to by all parties. Following the establishment and implementation of the SLAs, BOSTON FINANCIAL shall provide to the Trust, a monthly report with respect to BOSTON FINANCIAL’s processing against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts to communicate to BOSTON FINANCIAL all sales and volume projections prior to the beginning of each quarter and to provide the BOSTON FINANCIAL with advance notice of any product development, sales or marketing campaigns that the Trust determines may materially impact the volume of transactions in the Funds. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. The parties agree that the SLAs shall not apply to, and shall not be calculated for, any particular day when: (i) the TA2000™ System or any computer hardware or software, which is substantially required for the performance of the Services, is unavailable for more than sixty (60) minutes, provided that such unavailability is beyond BOSTON FINANCIAL’s reasonable control and BOSTON FINANCIAL notifies the Trust promptly of such unavailability; (ii) there is a failure or unavailability of communication lines outside of BOSTON FINANCIAL’s facilities; (iii) there is a disaster that requires BOSTON FINANCIAL to process at its disaster recovery site or when BOSTON FINANCIAL’s transaction processing is impeded by an event described in Section 15 hereof; or (iv) the failure to perform is caused by third parties (including the Trust) whose actions are beyond BOSTON FINANCIAL’s reasonable control.
Appears in 3 contracts
Samples: Agency Agreement (Ing Strategic Allocation Portfolios Inc), Agency Agreement (Ing Variable Funds), Agency Agreement (Ing Vp Money Market Portfolio)
Scope of Appointment. A. 3.01 Subject to the conditions and termination of provisions set forth in this Agreement, the Trust hereby employs and appoints BOSTON FINANCIAL the Bank as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Trust (Appendix I shall be automatically deemed to be revised to include such future portfolio(s))effective December 14, 1999.
B. BOSTON FINANCIAL 3.02 The Bank hereby accepts such employment and appointment and agrees that on and after December 14, 1999, it will act as the Trust’s 's Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL The Bank agrees that it will also act as agent in connection with the Trust’s periodic withdrawal payment 's Periodic Investment Program and Periodic Withdrawal Plan accounts and other open accounts accumulation, open-account or similar plans for shareholdersshareholders and that it will provide services as custodian of Xxxxx plans and XXX plans for shareholders of mutual funds managed by Lord, if anyXxxxxx & Co. which are approved and accepted by the Bank.
C. 3.03 The Bank agrees to provide the necessary facilities, equipment and personnel to perform its duties and obligations hereunder in accordance with the best industry practice.
3.04 The Trust agrees to use its best efforts to deliver to BOSTON FINANCIAL in Quincystates that as of December 14, Massachusetts, as soon as they are available1999, all of its existing shareholder and account records or such thereof as are deemed necessary for any new Fund the performance of the Trustduties of the Transfer Agent hereunder are in the possession of Data-Sys-Tance, Inc., 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx (hereinafter called "DST"), and that the Transfer Agent is entitled to rely on the correctness and accuracy of all such records in the performance of its duties as required by this Agreement.
D. BOSTON FINANCIAL, utilizing TA2000TM, a computerized data processing system for securityholder accounting (the “TA2000TM System”) licensed from BOSTON FINANCIAL’s affiliate, DST Systems, Inc. (“DST”), 3.05 The Bank agrees that it will perform all of the following usual and ordinary services as transfer Transfer Agent and dividend disbursing Dividend Disbursing Agent and as agent for the Trustvarious shareholder accounts, and as agent of including, without limitation, the Trust for shareholder accounts thereof, in a timely mannerfollowing: (i) issuing (including countersigning)issuing, transferring and canceling Certificates; (ii) stock certificates, maintaining all shareholder accounts; (iii) providing transaction journals; (iv) once annually , preparing shareholder meeting lists for use in connection with the annual meeting lists, mailing proxies, receiving and certifying the shareholder votes of the Trust; (v) tabulating proxies, mailing shareholder reports and prospectuses; (vi) withholding, as required by federal law, withholding taxes on shareholder non-resident alien accounts, disbursing preparing and mailing checks for disbursement of income dividends and capital gains distributions to shareholdersdistributions, preparing, preparing and filing and mailing U.S. U. S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required Form 1099 for all shareholders; (vii) , preparing and mailing confirmation forms to shareholders and dealers, as instructed, for dealers with respect to all purchases and liquidations of Trust shares of the Trust and other transactions in shareholders’ shareholder accounts requiring confirmation under applicable law; (viii) for which confirmations are required, preparing and mailing dealer commission statements and dealer commission checks, recording reinvestment of dividends and distributions in Shares; (ix) providing or making available on-line daily Trust shares, recording redemptions of Trust shares and monthly reports as both are regularly provided by preparing and mailing checks for payments upon redemption and for disbursements to withdrawal plan holders. The Bank has reviewed the TA2000TM System and as requested by requirements of the Trust or its management company; (x) maintaining those records necessary to carry out BOSTON FINANCIAL’s duties hereunder, including all information reasonably required by the Trust to account for all transactions in the Shares, (xi) calculating the appropriate sales charge with respect to each purchase of the Shares as set forth in the prospectus for the Trust, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL by the Trust’s principal underwriter or distributor (hereinafter “principal underwriter”) from time to time, disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such principal underwriter Exhibit A hereto and disbursing such commissions to the principal underwriter; (xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeepingrepresents and warrants that it will be able to, and responding promptly to shareholder correspondence; (xiii) mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders agrees that it will, fulfill such requirements as and dealers in accordance with the Trust’s instructions; (xiv) 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 the Trust, the Trust’s agents or prospectus, or the Procedures, as hereinafter defined), and causing exchanges of shares to be executed in accordance with the Trust’s instructions and prospectus, the Procedures and the general exchange privilege applicable; (xv) operating the order desk on behalf of the Trust for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “T+1” (Trade Date Plus One), monitoring the settlement of such orders and advising the Trust once such orders become delinquent based upon the Trust’s guidelines; and (xvi) monitoring “as of’s” and advising broker-dealers of the necessity to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established requested by the Trust.
E. At the request of Trust, BOSTON FINANCIAL shall use reasonable efforts to provide the services set forth in Section 4.D. other than through BOSTON FINANCIAL’s usual methods and procedures to utilize the TA2000 System, that is by performing services requiring more manual intervention by BOSTON FINANCIAL, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, or where information is provided to BOSTON FINANCIAL after the commencement of the nightly processing cycle of the TA2000 System, thereby decreasing the effective time for performance by BOSTON FINANCIAL (the “Exception Services”).
F. BOSTON FINANCIAL shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in advance by the Trust of any changes therein and (ii) the TA2000TM System and the mode of operations utilized by BOSTON FINANCIAL, 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 TA2000TM System or the operations as requested by the Trust requires an enhancement or modification to the TA2000TM System or to operations as presently conducted by BOSTON FINANCIAL, BOSTON FINANCIAL shall not be liable therefor until such modification or enhancement is installed on the TA2000TM 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 requested by the Trust (and which is not covered by Section 24 of this Agreement) measurably increases BOSTON FINANCIAL’s cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, BOSTON FINANCIAL shall be entitled to increase its fees by the amount of the increase in costs. In no event shall BOSTON FINANCIAL be responsible for or liable to provide any additional function, feature, improvement or change in method of operation requested by the Trust until it has consented thereto in writing.
G. The Trust shall have the right to add all new Funds of the Trust to the TA2000TM System, provided that the Trust provides BOSTON FINANCIAL with at least thirty (30) days’ prior written notice and provided, further, that the requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with BOSTON FINANCIAL’s then-standard pricing schedule.
H. BOSTON FINANCIAL shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. BOSTON FINANCIAL’s performance of the Services under this Agreement will be measured against service level standards (“SLAs”), which will be established in good faith by mutual written agreement of the parties and shall be made a part of this Agreement as Schedule 4.H once completed and agreed to by all parties. Following the establishment and implementation of the SLAs, BOSTON FINANCIAL shall provide to the Trust, a monthly report with respect to BOSTON FINANCIAL’s processing against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts to communicate to BOSTON FINANCIAL all sales and volume projections prior to the beginning of each quarter and to provide the BOSTON FINANCIAL with advance notice of any product development, sales or marketing campaigns that the Trust determines may materially impact the volume of transactions in the Funds. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. The parties agree that the SLAs shall not apply to, and shall not be calculated for, any particular day when: (i) the TA2000™ System or any computer hardware or software, which is substantially required for the performance of the Services, is unavailable for more than sixty (60) minutes, provided that such unavailability is beyond BOSTON FINANCIAL’s reasonable control and BOSTON FINANCIAL notifies the Trust promptly of such unavailability; (ii) there is a failure or unavailability of communication lines outside of BOSTON FINANCIAL’s facilities; (iii) there is a disaster that requires BOSTON FINANCIAL to process at its disaster recovery site or when BOSTON FINANCIAL’s transaction processing is impeded by an event described in Section 15 hereof; or (iv) the failure to perform is caused by third parties (including the Trust) whose actions are beyond BOSTON FINANCIAL’s reasonable control.
Appears in 2 contracts
Samples: Transfer Agent Agreement (Lord Abbett Blend Trust), Transfer Agent Agreement (Lord Abbett Large Cap Growth Fund)
Scope of Appointment. A. (a) Subject to the conditions and termination of provisions set forth in this Agreement, the Trust Company hereby appoints BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Piper Trust (Appendix I shall be automatically deemed to be revised to include such future portfolio(s)).
B. BOSTON FINANCIAL hereby accepts such appointment and agrees that it will act as the Trust’s Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL agrees that it will also act as perform certain transfer agent in connection with the Trust’s periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.
C. The Trust agrees to use its best efforts to deliver to BOSTON FINANCIAL in Quincy, Massachusetts, as soon as they are available, all of its shareholder account records for any new Fund of the Trust.
D. BOSTON FINANCIAL, utilizing TA2000TM, a computerized data processing system for securityholder accounting (the “TA2000TM System”) licensed from BOSTON FINANCIAL’s affiliate, DST Systems, Inc. (“DST”), will perform the following services as transfer and dividend disbursing agent for the Trustservices, and as agent of the Piper Trust for accepts such appointment.
(b) Such services shall be provided with respect to all individual shareholder accounts thereofencompassed within the omnibus accounts which represent defined contribution plans for which Piper Trust acts as trustee.
(c) Piper Trust agrees to provide the necessary facilities, equipment and personnel to perform its duties and obligations hereunder in a timely manner: accordance with industry practice.
(id) issuing (including countersigningPiper Trust agrees to perform the usual and ordinary services of transfer agent and dividend disbursing agent not performed by IFTC with respect to the shareholder accounts outlined in Section 1(b), transferring including, as appropriate and canceling Certificates; (ii) without limitation, the following: maintaining all shareholder accounts; (iii) providing transaction journals; (iv) once annually preparing shareholder meeting lists for use in connection with the annual meeting and certifying the shareholder votes of the Trustlists; (v) mailing shareholder reports and prospectuses; (vi) withholding, as required by federal law, tracking shareholder accounts for blue sky and Rule 12b-1 purposes; withholding taxes on shareholder non-resident alien and foreign corporation accounts, disbursing ; preparing and mailing checks for disbursement of income dividends and capital gains distributions to shareholders, preparing, distributions; preparing and filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required Form 1099 for all shareholders; (vii) preparing and mailing confirmation forms to shareholders and dealersdealers with respect to all purchases, as instructed, for all purchases exchanges and liquidations of Fund shares of the Trust and other transactions in shareholders’ shareholder accounts requiring confirmation under applicable lawfor which confirmations are required; (viii) recording reinvestment reinvestments of dividends and distributions in SharesFund shares; (ix) providing or making available on-line daily and monthly reports as both are regularly provided by the TA2000TM System and as requested by the Trust or its management company; (x) maintaining those records necessary to carry out BOSTON FINANCIAL’s duties hereunder, including all information reasonably required by the Trust to account for all transactions in the Shares, (xi) calculating the appropriate sales charge with respect to each purchase recording redemptions of the Shares as set forth in the prospectus for the Trust, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL by the Trust’s principal underwriter or distributor (hereinafter “principal underwriter”) 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; (xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; (xiii) mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and dealers in accordance with the Trust’s instructions; (xiv) 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 the Trust, the Trust’s agents or prospectus, or the Procedures, as hereinafter defined), and causing exchanges of shares to be executed in accordance with the Trust’s instructions and prospectus, the Procedures and the general exchange privilege applicable; (xv) operating the order desk on behalf of the Trust for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “T+1” (Trade Date Plus One), monitoring the settlement of such orders and advising the Trust once such orders become delinquent based upon the Trust’s guidelinesFund shares; and (xvi) monitoring “as of’s” preparing and advising broker-dealers of the necessity mailing checks for payments upon redemption and for disbursements to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established by the Trustwithdrawal plan holders.
E. At the request of Trust, BOSTON FINANCIAL shall use reasonable efforts to provide the services set forth in Section 4.D. other than through BOSTON FINANCIAL’s usual methods and procedures to utilize the TA2000 System, that is by performing services requiring more manual intervention by BOSTON FINANCIAL, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, or where information is provided to BOSTON FINANCIAL after the commencement of the nightly processing cycle of the TA2000 System, thereby decreasing the effective time for performance by BOSTON FINANCIAL (the “Exception Services”).
F. BOSTON FINANCIAL shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in advance by the Trust of any changes therein and (ii) the TA2000TM System and the mode of operations utilized by BOSTON FINANCIAL, 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 TA2000TM System or the operations as requested by the Trust requires an enhancement or modification to the TA2000TM System or to operations as presently conducted by BOSTON FINANCIAL, BOSTON FINANCIAL shall not be liable therefor until such modification or enhancement is installed on the TA2000TM 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 requested by the Trust (and which is not covered by Section 24 of this Agreement) measurably increases BOSTON FINANCIAL’s cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, BOSTON FINANCIAL shall be entitled to increase its fees by the amount of the increase in costs. In no event shall BOSTON FINANCIAL be responsible for or liable to provide any additional function, feature, improvement or change in method of operation requested by the Trust until it has consented thereto in writing.
G. The Trust shall have the right to add all new Funds of the Trust to the TA2000TM System, provided that the Trust provides BOSTON FINANCIAL with at least thirty (30) days’ prior written notice and provided, further, that the requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with BOSTON FINANCIAL’s then-standard pricing schedule.
H. BOSTON FINANCIAL shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. BOSTON FINANCIAL’s performance of the Services under this Agreement will be measured against service level standards (“SLAs”), which will be established in good faith by mutual written agreement of the parties and shall be made a part of this Agreement as Schedule 4.H once completed and agreed to by all parties. Following the establishment and implementation of the SLAs, BOSTON FINANCIAL shall provide to the Trust, a monthly report with respect to BOSTON FINANCIAL’s processing against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts to communicate to BOSTON FINANCIAL all sales and volume projections prior to the beginning of each quarter and to provide the BOSTON FINANCIAL with advance notice of any product development, sales or marketing campaigns that the Trust determines may materially impact the volume of transactions in the Funds. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. The parties agree that the SLAs shall not apply to, and shall not be calculated for, any particular day when: (i) the TA2000™ System or any computer hardware or software, which is substantially required for the performance of the Services, is unavailable for more than sixty (60) minutes, provided that such unavailability is beyond BOSTON FINANCIAL’s reasonable control and BOSTON FINANCIAL notifies the Trust promptly of such unavailability; (ii) there is a failure or unavailability of communication lines outside of BOSTON FINANCIAL’s facilities; (iii) there is a disaster that requires BOSTON FINANCIAL to process at its disaster recovery site or when BOSTON FINANCIAL’s transaction processing is impeded by an event described in Section 15 hereof; or (iv) the failure to perform is caused by third parties (including the Trust) whose actions are beyond BOSTON FINANCIAL’s reasonable control.
Appears in 2 contracts
Samples: Shareholder Account Servicing Agreement (Piper Funds Inc), Shareholder Account Servicing Agreement (Piper Institutional Funds Inc)
Scope of Appointment. A. Subject to the conditions and termination of provisions set forth in this Agreement, the Trust hereby appoints BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Trust (Appendix I shall be automatically deemed to be revised to include such future portfolio(s)).
B. BOSTON FINANCIAL hereby accepts such appointment and agrees that it will act as the Trust’s 's Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL agrees that it will also act as agent in connection with the Trust’s 's periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.
C. The Trust agrees to use its best efforts to deliver to BOSTON FINANCIAL in Quincy, Massachusetts, as soon as they are available, all of its shareholder account records for any new Fund of the Trust.
D. BOSTON FINANCIAL, utilizing TA2000TMTA2000(TM), a computerized data processing system for securityholder accounting (the “TA2000TM "TA2000(TM) System”") licensed from BOSTON FINANCIAL’s 's affiliate, DST Systems, Inc. (“"DST”"), will perform the following services as transfer and dividend disbursing agent for the Trust, and as agent of the Trust for shareholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling Certificates; (ii) maintaining all shareholder accounts; (iii) providing transaction journals; (iv) once annually preparing shareholder meeting lists for use in connection with the annual meeting and certifying the shareholder votes of the Trust; (v) mailing shareholder reports and prospectuses; (vi) withholding, as required by federal law, taxes on shareholder accounts, disbursing income dividends and capital gains distributions to shareholders, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholders; (vii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations of shares of the Trust and other transactions in shareholders’ ' accounts requiring confirmation under applicable law; (viii) recording reinvestment of dividends and distributions in Shares; (ix) providing or making available on-line daily and monthly reports as both are regularly provided by the TA2000TM TA2000(TM) System and as requested by the Trust or its management company; (x) maintaining those records necessary to carry out BOSTON FINANCIAL’s 's duties hereunder, including all information reasonably required by the Trust to account for all transactions in the Shares, (xi) calculating the appropriate sales charge with respect to each purchase of the Shares as set forth in the prospectus for the Trust, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL by the Trust’s 's principal underwriter or distributor (hereinafter “"principal underwriter”") 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; (xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; (xiii) mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and dealers in accordance with the Trust’s 's instructions; (xiv) 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 the Trust, the Trust’s 's agents or prospectus, or the Procedures, as hereinafter defined), and causing exchanges of shares to be executed in accordance with the Trust’s 's instructions and prospectus, the Procedures and the general exchange privilege applicable; (xv) operating the order desk on behalf of the Trust for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “"T+1” " (Trade Date Plus One), monitoring the settlement of such orders and advising the Trust once such orders become delinquent based upon the Trust’s 's guidelines; and (xvi) monitoring “"as of’s” 's" and advising broker-dealers of the necessity to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established by the Trust.
E. At the request of Trust, BOSTON FINANCIAL shall use reasonable efforts to provide the services set forth in Section 4.D. other than through BOSTON FINANCIAL’s 's usual methods and procedures to utilize the TA2000 System, that is by performing services requiring more manual intervention by BOSTON FINANCIAL, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, or where information is provided to BOSTON FINANCIAL after the commencement of the nightly processing cycle of the TA2000 System, thereby decreasing the effective time for performance by BOSTON FINANCIAL (the “"Exception Services”").
F. BOSTON FINANCIAL shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s 's instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in advance by the Trust of any changes therein and (ii) the TA2000TM TA2000(TM) System and the mode of operations utilized by BOSTON FINANCIAL, 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 TA2000TM TA2000(TM) System or the operations as requested by the Trust requires an enhancement or modification to the TA2000TM TA2000(TM) System or to operations as presently conducted by BOSTON FINANCIAL, BOSTON FINANCIAL shall not be liable therefor until such modification or enhancement is installed on the TA2000TM TA2000(TM) 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 requested by the Trust (and which is not covered by Section 24 of this Agreement) measurably increases BOSTON FINANCIAL’s 's cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, BOSTON FINANCIAL shall be entitled to increase its fees by the amount of the increase in costs. In no event shall BOSTON FINANCIAL be responsible for or liable to provide any additional function, feature, improvement or change in method of operation requested by the Trust until it has consented thereto in writing.
G. The Trust shall have the right to add all new Funds of the Trust to the TA2000TM TA2000(TM) System, provided that the Trust provides BOSTON FINANCIAL with at least thirty (30) days’ ' prior written notice and provided, further, that the requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with BOSTON FINANCIAL’s 's then-standard pricing schedule.
H. BOSTON FINANCIAL shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. BOSTON FINANCIAL’s 's performance of the Services under this Agreement will be measured against service level standards (“"SLAs”"), which will be established in good faith by mutual written agreement of the parties and shall be made a part of this Agreement as Schedule 4.H once completed and agreed to by all parties. 4.H. Following the establishment and implementation of the SLAs, BOSTON FINANCIAL shall provide to the Trust, a monthly report with respect to BOSTON FINANCIAL’s 's processing against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts to communicate to BOSTON FINANCIAL all sales and volume projections prior to the beginning of each quarter and to provide the BOSTON FINANCIAL with advance notice of any product development, sales or marketing campaigns that the Trust determines may materially impact the volume of transactions in the Funds. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. The parties agree that the SLAs shall not apply to, and shall not be calculated for, any particular day when: (i) the TA2000™ TA2000(TM) System or any computer hardware or software, which is substantially required for the performance of the Services, is unavailable for more than sixty (60) minutes, provided that such unavailability is beyond BOSTON FINANCIAL’s 's reasonable control and BOSTON FINANCIAL notifies the Trust promptly of such unavailability; (ii) there is a failure or unavailability of communication lines outside of BOSTON FINANCIAL’s 's facilities; (iii) there is a disaster that requires BOSTON FINANCIAL to process at its disaster recovery site or when BOSTON FINANCIAL’s 's transaction processing is impeded by an event described in Section SECTION 15 hereof; or (iv) the failure to perform is caused by third parties (including the Trust) whose actions are beyond BOSTON FINANCIAL’s 's reasonable control.
Appears in 2 contracts
Samples: Transfer Agency Agreement (Jp Morgan Mutual Fund Series), Transfer Agency Agreement (Jp Morgan Fleming Mutual Fund Group Inc)
Scope of Appointment. A. Subject to the conditions and termination of provisions set forth in this Agreement, the Trust hereby appoints BOSTON FINANCIAL DST as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Trust (Appendix I Annex A shall be automatically deemed to be revised to include such future portfolio(s)).
B. BOSTON FINANCIAL DST hereby accepts such appointment and agrees that it will act as the Trust’s 's Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL DST agrees that it will also act as agent in connection with the Trust’s 's periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.
C. The Trust agrees to use its best efforts to deliver to BOSTON FINANCIAL DST in QuincyKansas City, MassachusettsMissouri, as soon as they are available, all of its shareholder account records for any new Fund of the Trust.
D. BOSTON FINANCIALDST, utilizing TA2000TMTA2000(TM), a DST's computerized data processing system for securityholder accounting (the “TA2000TM "TA2000(TM) System”) licensed from BOSTON FINANCIAL’s affiliate, DST Systems, Inc. (“DST”"), will perform the following services as transfer and dividend disbursing agent for the Trust, and as agent of the Trust for shareholder accounts thereof, in a timely manner: (i) issuing (including 3 countersigning), transferring and canceling Certificatesshare certificates; (ii) maintaining all shareholder accounts; (iii) providing transaction journals; (iv) once annually preparing shareholder meeting lists for use in connection with the annual meeting and certifying the shareholder votes of the Trust; (v) mailing shareholder reports and prospectuses; (vi) withholding, as required by federal law, taxes on shareholder accounts, disbursing income dividends and capital gains distributions to shareholders, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholders; (vii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations of shares of the Trust and other transactions in shareholders’ ' accounts requiring confirmation under applicable law; (viii) recording reinvestment of dividends and distributions in Shares; (ix) providing or making available on-line daily and monthly reports as both are regularly provided by the TA2000TM TA2000(TM) System and as requested by the Trust or its management company; (x) maintaining those records necessary to carry out BOSTON FINANCIAL’s DST's duties hereunder, including all information reasonably required by the Trust to account for all transactions in the Shares, (xi) calculating the appropriate sales charge with respect to each purchase of the Shares as set forth in the prospectus for the Trust, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL DST by the Trust’s 's principal underwriter or distributor (hereinafter “"principal underwriter”") 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; (xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; (xiii) mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and dealers in accordance with the Trust’s 's instructions; (xiv) 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 the Trust, the Trust’s 's agents or prospectus, or the Procedures, as hereinafter defined), and causing exchanges of shares to be executed in accordance with the Trust’s 's instructions and prospectus, the Procedures and the general exchange privilege applicable; (xv) operating the order desk on behalf of the Trust for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “"T+1” " (Trade Date Plus One), monitoring the settlement of such orders and advising the Trust once such orders become delinquent based upon the Trust’s 's guidelines; and (xvi) monitoring “"as of’s” 's" and advising broker-dealers of the necessity to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established by the Trust; and monitoring, administering and updating (but not verifying the accuracy of) the MENTAP/Market Advisor database.
E. At the request of Trust, BOSTON FINANCIAL DST shall use reasonable efforts to provide the services set forth in Section 4.D. other than through BOSTON FINANCIAL’s DST's usual methods and procedures to utilize the TA2000 System, that is by performing services requiring more manual intervention by BOSTON FINANCIALDST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, or where information is provided to BOSTON FINANCIAL DST after the commencement of the nightly processing cycle of the TA2000 System, thereby decreasing the effective time for performance by BOSTON FINANCIAL DST (the “"Exception Services”").
F. BOSTON FINANCIAL DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s 's instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL DST is advised in advance by the Trust of any changes therein and (ii) the TA2000TM TA2000(TM) System and the mode of operations utilized by BOSTON FINANCIALDST, 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 TA2000TM TA2000(TM) System or the operations as requested by the Trust requires an enhancement or modification to the TA2000TM TA2000(TM) System or to operations as presently conducted by BOSTON FINANCIALDST, BOSTON FINANCIAL DST shall not be liable therefor therefore until such modification or enhancement is installed on the TA2000TM TA2000(TM) 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 requested by the Trust (and which is not covered by Section 24 of this Agreement) measurably increases BOSTON FINANCIAL’s DST's cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL DST shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, BOSTON FINANCIAL DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall BOSTON FINANCIAL DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation requested by the Trust until it has consented thereto in writing.
G. The Trust shall have the right to add all new Funds of the Trust to the TA2000TM TA2000(TM) System, provided that the Trust provides BOSTON FINANCIAL DST with at least thirty (30) days’ ' prior written notice and provided, further, that the requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL DST under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL 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 BOSTON FINANCIAL’s DST's then-standard pricing schedule.
H. BOSTON FINANCIAL shall maintain . Notwithstanding the foregoing, nothing herein is intended to, nor does it, prohibit the Trust from offering Funds under a quality control process designed to provide a consistent level "private label" arrangement whereby such Funds consist of quality and timeliness for its transaction processing. BOSTON FINANCIAL’s performance omnibus accounts whose shareowner detail, reflecting ownership of the Services under this Agreement will be measured against service level standards (“SLAs”), which will be established in good faith by mutual written agreement shares of the parties omnibus account, are maintained on another shareholder accounting and shall be made a part of this Agreement as Schedule 4.H once completed and agreed to by all parties. Following recordkeeping system other than on the establishment and implementation of the SLAs, BOSTON FINANCIAL shall provide to the Trust, a monthly report with respect to BOSTON FINANCIAL’s processing against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts to communicate to BOSTON FINANCIAL all sales and volume projections prior to the beginning of each quarter and to provide the BOSTON FINANCIAL with advance notice of any product development, sales or marketing campaigns that the Trust determines may materially impact the volume of transactions in the Funds. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. The parties agree that the SLAs shall not apply to, and shall not be calculated for, any particular day when: (i) the TA2000™ System or any computer hardware or software, which is substantially required for the performance of the Services, is unavailable for more than sixty (60) minutes, provided that such unavailability is beyond BOSTON FINANCIAL’s reasonable control and BOSTON FINANCIAL notifies the Trust promptly of such unavailability; (ii) there is a failure or unavailability of communication lines outside of BOSTON FINANCIAL’s facilities; (iii) there is a disaster that requires BOSTON FINANCIAL to process at its disaster recovery site or when BOSTON FINANCIAL’s transaction processing is impeded by an event described in Section 15 hereof; or (iv) the failure to perform is caused by third parties (including the Trust) whose actions are beyond BOSTON FINANCIAL’s reasonable controlTA2000 System.
Appears in 1 contract
Scope of Appointment. A. (a) Subject to the conditions and termination of provisions set forth in this Agreement, the Trust Company hereby appoints BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Piper Trust (Appendix I shall be automatically deemed to be revised to include such future portfolio(s)).
B. BOSTON FINANCIAL hereby accepts such appointment and agrees that it will act as the Trust’s Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL agrees that it will also act as perform certain transfer agent in connection with the Trust’s periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.
C. The Trust agrees to use its best efforts to deliver to BOSTON FINANCIAL in Quincy, Massachusetts, as soon as they are available, all of its shareholder account records for any new Fund of the Trust.
D. BOSTON FINANCIAL, utilizing TA2000TM, a computerized data processing system for securityholder accounting (the “TA2000TM System”) licensed from BOSTON FINANCIAL’s affiliate, DST Systems, Inc. (“DST”), will perform the following services as transfer and dividend disbursing agent for the Trustservices, and as agent of the Piper Trust for accepts such appointment.
(b) Such services shall be provided with respect to all individual shareholder accounts thereofencompassed within the omnibus accounts referenced above, except as set forth in a timely manner: Section 1(c) of this Agreement.
(ic) issuing Certain individual shareholder accounts encompassed within the omnibus accounts referenced above are the subject of an Administrative Services Agreement dated September 1, 1996, by and among DCA, Inc., the Company, Piper Funds Inc., Piper Funds Inc.--II, Piper Institutional Funds Inc. and Piper Trust. With respect to such individual shareholder accounts, DCA, Inc. will provide certain recordkeeping, reporting and processing services, and Piper Trust shall be required to perform only those services described in subsection (including countersigninge) below that are not performed by DCA, Inc.
(d) Piper Trust agrees to provide the necessary facilities, equipment and personnel to perform its duties and obligations hereunder in accordance with industry practice.
(e) Piper Trust agrees to perform the usual and ordinary services of transfer agent and dividend disbursing agent not performed by IFTC with respect to the shareholder accounts outlined in Section 1(b), transferring and canceling Certificates; (ii) including, without limitation, the following: maintaining all shareholder accounts; (iii) providing transaction journals; (iv) once annually preparing shareholder meeting lists for use in connection with the annual meeting and certifying the shareholder votes of the Trustlists; (v) mailing shareholder reports and prospectuses; (vi) withholding, as required by federal law, tracking shareholder accounts for blue sky and Rule 12b-1 purposes; withholding taxes on shareholder non-resident alien and foreign corporation accounts, disbursing ; preparing and mailing checks for disbursement of income dividends and capital gains distributions to shareholders, preparing, distributions; preparing and filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required Form 1099 for all shareholders; (vii) preparing and mailing confirmation forms to shareholders and dealersdealers with respect to all purchases, as instructed, for all purchases exchanges and liquidations of Fund shares of the Trust and other transactions in shareholders’ shareholder accounts requiring confirmation under applicable lawfor which confirmations are required; (viii) recording reinvestment reinvestments of dividends and distributions in SharesFund shares; recording redemptions of Fund shares; and preparing and mailing checks for payments upon redemption and for disbursements to withdrawal plan holders.
(ixf) providing or making available on-line daily Piper Trust shall perform all services relating to shareholder transactions, share redemptions and monthly reports maintaining shareholder accounts on the same business day as both are regularly provided by the TA2000TM System and as requested by the Trust or its management company; (x) maintaining those records necessary to carry out BOSTON FINANCIAL’s duties hereunder, including all information reasonably required by the Trust to account for all transactions in the Shares, (xi) calculating the appropriate sales charge with respect to each purchase of the Shares as set forth in the prospectus request for the Trust, determining the portion transaction is received. Piper Trust shall perform all services relating to payouts of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL by the Trust’s principal underwriter or distributor (hereinafter “principal underwriter”) 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; (xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; (xiii) mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and dealers in accordance with the Trust’s instructions; (xiv) processing, generally on monies no later than three business days following 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 the Trust, the Trust’s agents or prospectus, or the Procedures, as hereinafter defined), and causing exchanges of shares to be executed in accordance with the Trust’s instructions and prospectus, the Procedures and the general exchange privilege applicable; (xv) operating the order desk on behalf receipt of the Trust request for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “T+1” (Trade Date Plus One), monitoring the settlement of such orders and advising the transaction. Piper Trust once such orders become delinquent based upon the Trust’s guidelines; and (xvi) monitoring “as of’s” and advising broker-dealers of the necessity to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established by the Trust.
E. At the request of Trust, BOSTON FINANCIAL shall use reasonable efforts to provide the perform all services set forth in Section 4.D. other than through BOSTON FINANCIAL’s usual methods and procedures to utilize the TA2000 System, that is by performing services requiring more manual intervention by BOSTON FINANCIAL, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, or where information is provided to BOSTON FINANCIAL after the commencement of the nightly processing cycle of the TA2000 System, thereby decreasing the effective time for performance by BOSTON FINANCIAL (the “Exception Services”).
F. BOSTON FINANCIAL shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in advance by the Trust of any changes therein and (ii) the TA2000TM System and the mode of operations utilized by BOSTON FINANCIAL, 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 TA2000TM System or the operations as requested by the Trust requires an enhancement or modification relating to the TA2000TM System or to operations as presently conducted provision of confirmations no later than three business days following the transaction. Any activities not enumerated will be fulfilled no later than the time required by BOSTON FINANCIAL, BOSTON FINANCIAL shall not be liable therefor until such modification or enhancement is installed on the TA2000TM 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 requested by the Trust (and which is not covered by Section 24 of this Agreement) measurably increases BOSTON FINANCIAL’s cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, BOSTON FINANCIAL shall be entitled to increase its fees by the amount of the increase in costsapplicable law. In no event shall BOSTON FINANCIAL each case the time standards will be responsible for or liable adjusted to provide meet any additional function, feature, improvement or change in method of operation requested by the Trust until it has consented thereto in writing.
G. The Trust shall have the right to add all new Funds of the Trust to the TA2000TM System, provided that the Trust provides BOSTON FINANCIAL with at least thirty (30) days’ prior written notice and provided, further, that the applicable requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with BOSTON FINANCIAL’s then-standard pricing schedule.
H. BOSTON FINANCIAL shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. BOSTON FINANCIAL’s performance of the Services under this Agreement will be measured against service level standards (“SLAs”), which will be established in good faith by mutual written agreement of the parties and shall be made a part of this Agreement as Schedule 4.H once completed and agreed to by all parties. Following the establishment and implementation of the SLAs, BOSTON FINANCIAL shall provide to the Trust, a monthly report with respect to BOSTON FINANCIAL’s processing against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts to communicate to BOSTON FINANCIAL all sales and volume projections prior to the beginning of each quarter and to provide the BOSTON FINANCIAL with advance notice of any product development, sales or marketing campaigns that the Trust determines may materially impact the volume of transactions in the Fundslaw. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. The parties agree that the SLAs shall time frames above include not apply to, and shall not be calculated for, any particular day when: (i) the TA2000™ System or any computer hardware or software, which is substantially required for only the performance of the Servicesactivity, is unavailable for more than sixty (60) minutes, provided that such unavailability is beyond BOSTON FINANCIAL’s reasonable but the appropriate quality control and BOSTON FINANCIAL notifies mailing of the related checks, confirms, letters or other documents. Piper Trust promptly will maintain records of such unavailability; (ii) there is a failure or unavailability of communication lines outside of BOSTON FINANCIAL’s facilities; (iii) there is a disaster that requires BOSTON FINANCIAL its performance, available to process at its disaster recovery site or when BOSTON FINANCIAL’s transaction processing is impeded by an event described in Section 15 hereof; or (iv) the failure to perform is caused by third parties (including the Trust) whose actions are beyond BOSTON FINANCIAL’s Company for inspection upon reasonable controlnotice.
Appears in 1 contract
Samples: Shareholder Account Servicing Agreement (Piper Global Funds Inc /Mn)
Scope of Appointment. A. Subject to the conditions and termination of provisions set forth in this Agreement, the Trust hereby appoints BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Trust (Appendix I A shall be automatically deemed to be revised to include such future portfolio(s)).
B. BOSTON FINANCIAL hereby accepts such appointment and agrees that it will act as the Trust’s Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL agrees that it will also act as agent in connection with the Trust’s periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.
C. The Trust agrees to use its best efforts to deliver to BOSTON FINANCIAL in Quincy, Massachusetts, as soon as they are available, all of its shareholder account records for any new Fund of the Trust.
D. BOSTON FINANCIAL, utilizing TA2000TM, a computerized data processing system for securityholder accounting (the “TA2000TM System”) licensed from BOSTON FINANCIAL’s affiliate, DST Systems, Inc. (“DST”), will perform the following services as transfer and dividend disbursing agent for the Trust, and as agent of the Trust for shareholder accounts thereof, in a timely manner: :
(i) issuing (including countersigning), transferring and canceling Certificates; ;
(ii) maintaining all shareholder accounts; ;
(iii) providing transaction journals; ;
(iv) once annually preparing shareholder meeting lists for use in connection with the annual meeting and certifying the shareholder votes or special meetings of the Trust; shareholders;
(v) mailing shareholder reports and prospectuses; ;
(vi) withholding, as required by federal law, taxes on shareholder accounts, disbursing income dividends and capital gains distributions to shareholders, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholders; ;
(vii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations of shares of the Trust and other transactions in shareholders’ accounts requiring confirmation under applicable law; ;
(viii) recording reinvestment of dividends and distributions in Shares; ;
(ix) providing or making available on-line daily and monthly reports as both are regularly provided by the TA2000TM System and as requested by the Trust or its management company; ;
(x) maintaining those records necessary to carry out BOSTON FINANCIAL’s duties hereunder, including all information reasonably required by the Trust to account for all transactions in the Shares, ,
(xi) calculating the appropriate sales charge with respect to each purchase of the Shares as set forth in the prospectus for the Trust, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL by the Trust’s principal underwriter or distributor (hereinafter “principal underwriter”) 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; ;
(xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; ;
(xiii) mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and dealers in accordance with the Trust’s instructions; ;
(xiv) 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 the Trust, the Trust’s agents or prospectus, or the Procedures, as hereinafter defined), and causing exchanges of shares to be executed in accordance with the Trust’s instructions and prospectus, the Procedures and the general exchange privilege applicable; ;
(xv) operating the order desk on behalf of the Trust for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “T+1” (Trade Date Plus One), monitoring the settlement of such orders and advising the Trust once such orders become delinquent based upon the Trust’s guidelines; and (xvi) monitoring “as of’s” and advising broker-dealers of the necessity to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established by the Trust;
(xvi) accepting any information, records, documents, data, certificates, transaction requests by machine readable input, facsimile, CRT data entry and electronic instructions, including e-mail communications, which have been prepared, maintained or provided by the Trust or any other person or firm on behalf of the Trust or from broker-dealers of record or third-party administrators on behalf of individual shareholders. With respect to transaction requests received in the foregoing manner, BOSTON FINANCIAL shall not be responsible for determining that the original source documentation is in good order, which includes not being responsible for compliance with Rule 22c-1 under the 1940 Act, and it will be the responsibility of the Trust to require its broker-dealers or third party administrators to retain such documentation. E-mail exchanges on routine matters may be made directly with the Trust’s contact at BOSTON FINANCIAL. BOSTON FINANCIAL will not act on any e-mail communications coming to it directly from shareholders requesting transactions, including, but not limited to, monetary transactions, change of ownership, or beneficiary changes; and
(xvii) 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 NSCC on behalf of NSCC’s participants, including the Trust), in accordance with, instructions transmitted to and received by BOSTON FINANCIAL by transmission from NSCC on behalf of authorized broker-dealers on the Trust dealer file maintained by BOSTON FINANCIAL; issuing instructions to the Trust’s banks for the settlement of transactions between the Trust and NSCC (acting on behalf of its broker-dealer and bank participants); provide account and transaction information from the Trust’s records on TA2000 System in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; and maintain shareholder accounts on TA2000 through Networking.
E. At When requested by the request of TrustTrust and when BOSTON FINANCIAL deems it reasonably feasible, BOSTON FINANCIAL shall use reasonable efforts to provide the services set forth in Section 4.D. through means other than through BOSTON FINANCIAL’s usual methods and procedures to utilize the TA2000 Systemprocedures, that is by including but not limited to, performing services requiring more manual intervention by BOSTON FINANCIAL, either in the manual entry of data or in data, the modification or amendment of reports generated by the TA2000 Systemreports, or where information is provided to BOSTON FINANCIAL after the commencement of the nightly processing cycle of the TA2000 System, thereby decreasing the effective time for performance by BOSTON FINANCIAL (the . Such provision of services shall be deemed “Exception Services”),” as outlined in Schedule 6.E.(4) to this Agreement.
F. BOSTON FINANCIAL shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in advance by the Trust of any changes therein and (ii) the TA2000TM System and the mode of operations utilized by BOSTON FINANCIAL, 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 TA2000TM System or the operations as requested by the Trust requires an enhancement or modification to the TA2000TM System or to operations as presently conducted by BOSTON FINANCIAL, BOSTON FINANCIAL shall not be liable therefor until such modification or enhancement is installed on the TA2000TM System or new mode of operation is instituted. BOSTON FINANCIAL shall endeavor to add such modifications or enhancements as soon as is reasonably possible. If any new, additional function or feature or new change or improvement to existing functions services or features or new service or mode modes of operation requested by the Trust (and which is not a change, enhancement or modification to the TA2000 System covered by Section 24 of this Agreement) measurably increases BOSTON FINANCIAL’s cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature change or serviceimprovement, BOSTON FINANCIAL shall be entitled to increase its fees by an amount to be mutually agreed upon by the amount of the increase in costsTrust and BOSTON FINANCIAL. In no event shall BOSTON FINANCIAL be responsible for or liable to provide any additional function, feature, improvement or change in method of operation requested by the Trust until it BOSTON FINANCIAL has consented thereto in writing, and such consent shall not be unreasonably withheld.
G. The Trust shall have the right to add all new Funds of the Trust to the TA2000TM System, provided that the Trust provides BOSTON FINANCIAL with at least thirty (30) days’ prior written notice and provided, further, that the requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with mutually agreed upon by the Trust and BOSTON FINANCIAL’s then-standard pricing schedule.
H. BOSTON FINANCIAL shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. BOSTON FINANCIAL’s performance of the Services services under this Agreement will be measured against service level standards (“SLAs”), which will be have been established in good faith by mutual written agreement of the parties and shall be which are made a part of this Agreement as Schedule 4.H once completed and agreed to by all parties. Following the establishment and implementation of the SLAs, 4.H. BOSTON FINANCIAL shall provide to the Trust, a monthly report with respect to BOSTON FINANCIAL’s processing against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts to communicate to BOSTON FINANCIAL all sales and volume projections prior to the beginning of each quarter and to provide the BOSTON FINANCIAL with advance notice of any product development, sales or marketing campaigns that the Trust determines may materially impact the volume of transactions in the Funds. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. The parties agree that the SLAs shall not apply to, and shall not be calculated for, any particular day when: (i) the TA2000™ System or any computer hardware or software, which is substantially required for the performance of the Servicesservices, is unavailable for more than sixty (60) minutes, provided that such unavailability is beyond BOSTON FINANCIAL’s reasonable control and BOSTON FINANCIAL notifies the Trust promptly of such unavailability; (ii) there is a failure or unavailability of communication lines outside of BOSTON FINANCIAL’s facilities; (iii) there is a disaster that requires BOSTON FINANCIAL to process at its disaster recovery site site, provided such disaster was not caused by BOSTON FINANCIAL’s negligence or willful misconduct, or when BOSTON FINANCIAL’s transaction processing is impeded by an event described in Section 15 hereof; or (iv) the failure to perform is caused by third parties (including the Trust) whose actions are beyond BOSTON FINANCIAL’s reasonable control.
I. The parties agree that to the extent that BOSTON FINANCIAL provides any services under this Agreement that relate to compliance by the Trust with the Internal Revenue Code of 1986, as amended (“Code”) or any other tax law, including without limitation, 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 shareholders, BOSTON FINANCIAL will not exercise any discretion and will provide only ministerial, mechanical, printing, reproducing, and other similar assistance to the Trust. In particular, BOSTON FINANCIAL will not exercise any discretion in determining generally the actions that are required in connection with such compliance or when such compliance has been achieved. Except to the extent of making mathematical calculations or completing forms, in each case based on the Trust’s instructions, BOSTON FINANCIAL will not exercise any discretion in (1) determining generally: (a) the amounts of taxes that should be withheld on shareholder accounts; and (b) the amounts that should be reported in or on any specific box or line of any tax form; (2) classifying the status of shareholders and shareholder accounts under applicable tax law; and (3) paying withholding and other taxes.
J. The Trust shall identify to BOSTON FINANCIAL in writing the states and countries where the Shares of the Trust are registered or exempt, and the number of Shares registered for sale with respect to each state or country, as applicable. BOSTON FINANCIAL shall establish the foregoing parameters on the system for the Trust’s designated Blue Sky vendor. The Trust or its administrator shall verify that such parameters have been correctly established for each state or country on the system prior to activation and thereafter shall be responsible for monitoring the daily activity for each state or country. The responsibility of BOSTON FINANCIAL for the Trust’s blue sky registration status is solely limited to the initial establishment of the parameters provided by the Trust or the administrator for the vendor’s system and the daily transmission of a file to such vendor in order that the vendor may provide reports to the Trust or the administrator for monitoring.
K. If requested by the Trust (and as mutually agreed upon by the parties as to any reasonable reimbursable expenses), provide any additional related services (i.e., pertaining to escheatments, abandoned property, garnishment orders, bankruptcy and divorce proceedings, Internal Revenue Service or state tax authority tax levies and summonses and all matters relating to the foregoing).
L. With respect to the Savings Incentive Match Plan for Employee Individual Retirement Accounts (“SIMPLE IRAs”) offered by the Trust in connection with the Shares, BOSTON FINANCIAL, utilizing the DST TRAC System (“TRAC”) will perform services in connection with SIMPLE IRAs as set forth in Schedule 4L, attached hereto. In addition, the fees and expenses for such SIMPLE XXX services are set forth in Exhibit A-1, SIMPLE XXX Fees and Expenses.
Appears in 1 contract
Scope of Appointment. A. Subject to the conditions and termination of provisions set forth in this Agreement, the Trust Fund hereby appoints BOSTON FINANCIAL DST as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Trust (Appendix I shall be automatically deemed to be revised to include such future portfolio(s))Agent.
B. BOSTON FINANCIAL DST hereby accepts such appointment and agrees that it will act as the Trust’s Fund's Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL DST agrees that it will also act as agent in connection with the Trust’s Fund's periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.
C. The Trust Fund agrees to use its best efforts to deliver to BOSTON FINANCIAL DST in QuincyKansas City, MassachusettsMissouri, as soon as they are available, all of its shareholder account records for any new Fund of the Trustrecords.
D. BOSTON FINANCIALDST, utilizing TA2000TM, a DST's computerized data processing system systems for securityholder accounting (the “TA2000TM "TA2000 System”" for open-end funds and "STS System" for closed-end funds and the "Systems" for both the TA2000(R) licensed from BOSTON FINANCIAL’s affiliate, DST and STS Systems, Inc. (“DST”jointly and severally), and subject to the provisions of Sections 17, 18 and 19 of this Agreement, will perform the following certain services as transfer and transfer, dividend disbursing and shareholders' servicing agent for the TrustFund, and as agent of the Trust Fund for shareholder accounts thereof, in a timely mannermanner including, but not limited to: (i) issuing (including countersigning), transferring and canceling Certificates; (ii) maintaining all shareholder accounts; (iii) providing transaction journals; (iv) once annually preparing shareholder meeting lists (one annually at no charge, lists for use in connection with the annual meeting additional meetings will be charged for), mailing proxies and proxy materials, receiving and tabulating proxies, certifying the shareholder votes of the Trustin Fund (all proxy activities are subject to proxy fees and reimbursable fees); (v) mailing shareholder reports and prospectusesprospectuses supplied to DST by Fund or its agents; (vi) withholding, as required by federal lawFederal law and as directed by Fund, taxes on shareholder nonresident alien and foreign corporation accounts, for pension and deferred income, backup withholding or other instances agreed upon by Fund and DST; disbursing income dividends and capital gains distributions to shareholders, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholdersshareholders and as directed by Fund; (vii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations (not applicable to closed-end funds except for transfers into or out of a shareholders' account) of shares of the Trust Fund and other confirmable transactions in shareholders’ accounts requiring confirmation under applicable law' accounts; (viii) recording reinvestment of dividends and distributions in Sharesshares of Fund; (ix) providing or making available on-line daily and monthly reports as both are regularly provided by either of the TA2000TM System Systems and as requested by the Trust Fund or its management company; (x) maintaining those records necessary to carry out BOSTON FINANCIAL’s DST's duties hereunder, including all information reasonably required by the Trust Fund to account for all transactions (non-valued in the Sharesclosed-end funds) in Fund shares, (xi) calculating the appropriate sales charge with respect to each purchase of the Shares Fund shares as set forth in the prospectus for the Trust, Fund (not applicable to closed-end funds); solely for open-end funds: determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL DST by the Trust’s Fund's principal underwriter or distributor (hereinafter “"principal underwriter”") 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; (xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; (xiii) mailing to dealers confirmations of wire order tradestrades (not applicable to closed-end funds); mailing copies of shareholder statements to shareholders and registered representatives of dealers in accordance with the Trust’s Fund's instructions; (xiv) and, solely in the case of open-end funds, processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases purchase or redemptions redemption (or in the case of closed-end funds, effecting transfer of certificates) received in proper order as set forth in the prospectusprospectus and DST's Procedures, as hereinafter defined, rejecting promptly any requests not received in proper order (as defined by the Trust, the Trust’s Fund or its agents or prospectus, or the DST's Procedures, as hereinafter defined), and and, solely in the case of open-end funds, causing exchanges of shares to be executed in accordance with Fund's instructions, the Trust’s instructions and applicable prospectus, the DST's Procedures and the general exchange privilege applicable; (xv) operating the order desk on behalf of the Trust for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “T+1” (Trade Date Plus One), monitoring the settlement of such orders and advising the Trust once such orders become delinquent based upon the Trust’s guidelines; and (xvi) monitoring “as of’s” and advising broker-dealers of the necessity to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established by the Trustapplication.
E. At the request of Trust, BOSTON FINANCIAL shall use reasonable efforts to provide the services set forth in Section 4.D. other than through BOSTON FINANCIAL’s usual methods and procedures to utilize the TA2000 System, that is by performing services requiring more manual intervention by BOSTON FINANCIAL, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, or where information is provided to BOSTON FINANCIAL after the commencement of the nightly processing cycle of the TA2000 System, thereby decreasing the effective time for performance by BOSTON FINANCIAL (the “Exception Services”).
F. BOSTON FINANCIAL shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in advance by the Trust of any changes therein and (ii) the TA2000TM System and the mode of operations utilized by BOSTON FINANCIAL, 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 TA2000TM System or the operations as requested by the Trust requires an enhancement or modification to the TA2000TM System or to operations as presently conducted by BOSTON FINANCIAL, BOSTON FINANCIAL shall not be liable therefor until such modification or enhancement is installed on the TA2000TM 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 requested by the Trust (and which is not covered by Section 24 of this Agreement) measurably increases BOSTON FINANCIAL’s cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, BOSTON FINANCIAL shall be entitled to increase its fees by the amount of the increase in costs. In no event shall BOSTON FINANCIAL be responsible for or liable to provide any additional function, feature, improvement or change in method of operation requested by the Trust until it has consented thereto in writing.
G. The Trust shall have the right to add all new Funds of the Trust to the TA2000TM System, provided that the Trust provides BOSTON FINANCIAL with at least thirty (30) days’ prior written notice and provided, further, that the requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with BOSTON FINANCIAL’s then-standard pricing schedule.
H. BOSTON FINANCIAL shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. BOSTON FINANCIAL’s performance of the Services under this Agreement will be measured against service level standards (“SLAs”), which will be established in good faith by mutual written agreement of the parties and shall be made a part of this Agreement as Schedule 4.H once completed and agreed to by all parties. Following the establishment and implementation of the SLAs, BOSTON FINANCIAL shall provide to the Trust, a monthly report with respect to BOSTON FINANCIAL’s processing against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts to communicate to BOSTON FINANCIAL all sales and volume projections prior to the beginning of each quarter and to provide the BOSTON FINANCIAL with advance notice of any product development, sales or marketing campaigns that the Trust determines may materially impact the volume of transactions in the Funds. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. The parties agree that the SLAs shall not apply to, and shall not be calculated for, any particular day when: (i) the TA2000™ System or any computer hardware or software, which is substantially required for the performance of the Services, is unavailable for more than sixty (60) minutes, provided that such unavailability is beyond BOSTON FINANCIAL’s reasonable control and BOSTON FINANCIAL notifies the Trust promptly of such unavailability; (ii) there is a failure or unavailability of communication lines outside of BOSTON FINANCIAL’s facilities; (iii) there is a disaster that requires BOSTON FINANCIAL to process at its disaster recovery site or when BOSTON FINANCIAL’s transaction processing is impeded by an event described in Section 15 hereof; or (iv) the failure to perform is caused by third parties (including the Trust) whose actions are beyond BOSTON FINANCIAL’s reasonable control.
Appears in 1 contract
Scope of Appointment. A. Subject to the conditions and termination of provisions set forth in this Agreement, the Trust hereby appoints BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Trust (Appendix I shall be automatically deemed to be revised to include such future portfolio(s)).
B. BOSTON FINANCIAL hereby accepts such appointment and agrees that it will act as the Trust’s 's Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL agrees that it will also act as agent in connection with the Trust’s 's periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.
C. The Trust agrees to use its best efforts to deliver to BOSTON FINANCIAL in Quincy, Massachusetts, as soon as they are available, all of its shareholder account records for any new Fund of the Trust.
D. BOSTON FINANCIAL, utilizing TA2000TM, a computerized data processing system for securityholder accounting (the “"TA2000TM System”") licensed from BOSTON FINANCIAL’s 's affiliate, DST Systems, Inc. (“"DST”"), will perform the following services as transfer and dividend disbursing agent for the Trust, and as agent of the Trust for shareholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling Certificates; (ii) maintaining all shareholder accounts; (iii) providing transaction journals; (iv) once annually preparing shareholder meeting lists for use in connection with the annual meeting and certifying the shareholder votes of the Trust; (v) mailing shareholder reports and prospectuses; (vi) withholding, as required by federal law, taxes on shareholder accounts, disbursing income dividends and capital gains distributions to shareholders, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholders; (vii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations of shares of the Trust and other transactions in shareholders’ ' accounts requiring confirmation under applicable law; (viii) recording reinvestment of dividends and distributions in Shares; (ix) providing or making available on-line daily and monthly reports as both are regularly provided by the TA2000TM System and as requested by the Trust or its management company; (x) maintaining those records necessary to carry out BOSTON FINANCIAL’s 's duties hereunder, including all information reasonably required by the Trust to account for all transactions in the Shares, (xi) calculating the appropriate sales charge with respect to each purchase of the Shares as set forth in the prospectus for the Trust, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL by the Trust’s 's principal underwriter or distributor (hereinafter “"principal underwriter”") 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; (xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; (xiii) mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and dealers in accordance with the Trust’s 's instructions; (xiv) 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 the Trust, the Trust’s 's agents or prospectus, or the Procedures, as hereinafter defined), and causing exchanges of shares to be executed in accordance with the Trust’s 's instructions and prospectus, the Procedures and the general exchange privilege applicable; (xv) operating the order desk on behalf of the Trust for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “"T+1” " (Trade Date Plus One), monitoring the settlement of such orders and advising the Trust once such orders become delinquent based upon the Trust’s 's guidelines; and (xvi) monitoring “"as of’s” 's" and advising broker-dealers of the necessity to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established by the Trust.
E. At the request of Trust, BOSTON FINANCIAL shall use reasonable efforts to provide the services set forth in Section 4.D. other than through BOSTON FINANCIAL’s 's usual methods and procedures to utilize the TA2000 System, that is by performing services requiring more manual intervention by BOSTON FINANCIAL, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, or where information is provided to BOSTON FINANCIAL after the commencement of the nightly processing cycle of the TA2000 System, thereby decreasing the effective time for performance by BOSTON FINANCIAL (the “"Exception Services”").
F. BOSTON FINANCIAL shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s 's instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in advance by the Trust of any changes therein and (ii) the TA2000TM System and the mode of operations utilized by BOSTON FINANCIAL, 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 TA2000TM System or the operations as requested by the Trust requires an enhancement or modification to the TA2000TM System or to operations as presently conducted by BOSTON FINANCIAL, BOSTON FINANCIAL shall not be liable therefor until such modification or enhancement is installed on the TA2000TM 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 requested by the Trust (and which is not covered by Section 24 of this Agreement) measurably increases BOSTON FINANCIAL’s 's cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, BOSTON FINANCIAL shall be entitled to increase its fees by the amount of the increase in costs. In no event shall BOSTON FINANCIAL be responsible for or liable to provide any additional function, feature, improvement or change in method of operation requested by the Trust until it has consented thereto in writing.
G. The Trust shall have the right to add all new Funds of the Trust to the TA2000TM System, provided that the Trust provides BOSTON FINANCIAL with at least thirty (30) days’ ' prior written notice and provided, further, that the requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with BOSTON FINANCIAL’s 's then-standard pricing schedule.
H. BOSTON FINANCIAL shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. BOSTON FINANCIAL’s 's performance of the Services under this Agreement will be measured against service level standards (“"SLAs”"), which will be established in good faith by mutual written agreement of the parties and shall be made a part of this Agreement as Schedule 4.H once completed and agreed to by all parties. Following the establishment and implementation of the SLAs, BOSTON FINANCIAL shall provide to the Trust, a monthly report with respect to BOSTON FINANCIAL’s 's processing against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts to communicate to BOSTON FINANCIAL all sales and volume projections prior to the beginning of each quarter and to provide the BOSTON FINANCIAL with advance notice of any product development, sales or marketing campaigns that the Trust determines may materially impact the volume of transactions in the Funds. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. The parties agree that the SLAs shall not apply to, and shall not be calculated for, any particular day when: (i) the TA2000™ TA2000(TM) System or any computer hardware or software, which is substantially required for the performance of the Services, is unavailable for more than sixty (60) minutes, provided that such unavailability is beyond BOSTON FINANCIAL’s 's reasonable control and BOSTON FINANCIAL notifies the Trust promptly of such unavailability; (ii) there is a failure or unavailability of communication lines outside of BOSTON FINANCIAL’s 's facilities; (iii) there is a disaster that requires BOSTON FINANCIAL to process at its disaster recovery site or when BOSTON FINANCIAL’s 's transaction processing is impeded by an event described in Section 15 hereof; or (iv) the failure to perform is caused by third parties (including the Trust) whose actions are beyond BOSTON FINANCIAL’s 's reasonable control.
Appears in 1 contract
Samples: Shareholder Servicing Agreement (Jpmorgan Value Opportunities Fund Inc)
Scope of Appointment. A. (a) Subject to the conditions and termination of provisions set forth in this Agreement, the Trust Company hereby appoints BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Piper Trust (Appendix I shall be automatically deemed to be revised to include such future portfolio(s)).
B. BOSTON FINANCIAL hereby accepts such appointment and agrees that it will act as the Trust’s Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL agrees that it will also act as perform certain transfer agent in connection with the Trust’s periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.
C. The Trust agrees to use its best efforts to deliver to BOSTON FINANCIAL in Quincy, Massachusetts, as soon as they are available, all of its shareholder account records for any new Fund of the Trust.
D. BOSTON FINANCIAL, utilizing TA2000TM, a computerized data processing system for securityholder accounting (the “TA2000TM System”) licensed from BOSTON FINANCIAL’s affiliate, DST Systems, Inc. (“DST”), will perform the following services as transfer and dividend disbursing agent for the Trustservices, and as agent of the Piper Trust for accepts such appointment.
(b) Such services shall be provided with respect to all individual shareholder accounts thereofencompassed within the omnibus accounts referenced above, except as set forth in a timely manner: Section 1(c) of this Agreement.
(ic) issuing Certain individual shareholder accounts encompassed within the omnibus accounts referenced above are the subject of an Administrative Services Agreement dated September 1, 1996, by and among DCA, Inc., the Company, Piper Funds Inc.-II, Piper Global Funds Inc., Piper Institutional Funds Inc. and Piper Trust. With respect to such individual shareholder accounts, DCA, Inc. will provide certain recordkeeping, reporting and processing services, and Piper Trust shall be required to perform only those services described in subsection (including countersigninge) below that are not performed by DCA, Inc.
(d) Piper Trust agrees to provide the necessary facilities, equipment and personnel to perform its duties and obligations hereunder in accordance with industry practice.
(e) Piper Trust agrees to perform the usual and ordinary services of transfer agent and dividend disbursing agent not performed by IFTC with respect to the shareholder accounts outlined in Section 1(b), transferring and canceling Certificates; (ii) including, without limitation, the following: maintaining all shareholder accounts; (iii) providing transaction journals; (iv) once annually preparing shareholder meeting lists for use in connection with the annual meeting and certifying the shareholder votes of the Trustlists; (v) mailing shareholder reports and prospectuses; (vi) withholding, as required by federal law, tracking shareholder accounts for blue sky and Rule 12b-1 purposes; withholding taxes on shareholder non-resident alien and foreign corporation accounts, disbursing ; preparing and mailing checks for disbursement of income dividends and capital gains distributions to shareholders, preparing, distributions; preparing and filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required Form 1099 for all shareholders; (vii) preparing and mailing confirmation forms to shareholders and dealersdealers with respect to all purchases, as instructed, for all purchases exchanges and liquidations of Fund shares of the Trust and other transactions in shareholders’ shareholder accounts requiring confirmation under applicable lawfor which confirmations are required; (viii) recording reinvestment reinvestments of dividends and distributions in SharesFund shares; recording redemptions of Fund shares; and preparing and mailing checks for payments upon redemption and for disbursements to withdrawal plan holders.
(ixf) providing or making available on-line daily Piper Trust shall perform all services relating to shareholder transactions, share redemptions and monthly reports maintaining shareholder accounts on the same business day as both are regularly provided by the TA2000TM System and as requested by the Trust or its management company; (x) maintaining those records necessary to carry out BOSTON FINANCIAL’s duties hereunder, including all information reasonably required by the Trust to account for all transactions in the Shares, (xi) calculating the appropriate sales charge with respect to each purchase of the Shares as set forth in the prospectus request for the Trust, determining the portion transaction is received. Piper Trust shall perform all services relating to payouts of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL by the Trust’s principal underwriter or distributor (hereinafter “principal underwriter”) 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; (xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; (xiii) mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and dealers in accordance with the Trust’s instructions; (xiv) processing, generally on monies no later than three business days following 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 the Trust, the Trust’s agents or prospectus, or the Procedures, as hereinafter defined), and causing exchanges of shares to be executed in accordance with the Trust’s instructions and prospectus, the Procedures and the general exchange privilege applicable; (xv) operating the order desk on behalf receipt of the Trust request for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “T+1” (Trade Date Plus One), monitoring the settlement of such orders and advising the transaction. Piper Trust once such orders become delinquent based upon the Trust’s guidelines; and (xvi) monitoring “as of’s” and advising broker-dealers of the necessity to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established by the Trust.
E. At the request of Trust, BOSTON FINANCIAL shall use reasonable efforts to provide the perform all services set forth in Section 4.D. other than through BOSTON FINANCIAL’s usual methods and procedures to utilize the TA2000 System, that is by performing services requiring more manual intervention by BOSTON FINANCIAL, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, or where information is provided to BOSTON FINANCIAL after the commencement of the nightly processing cycle of the TA2000 System, thereby decreasing the effective time for performance by BOSTON FINANCIAL (the “Exception Services”).
F. BOSTON FINANCIAL shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in advance by the Trust of any changes therein and (ii) the TA2000TM System and the mode of operations utilized by BOSTON FINANCIAL, 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 TA2000TM System or the operations as requested by the Trust requires an enhancement or modification relating to the TA2000TM System or to operations as presently conducted provision of confirmations no later than three business days following the transaction. Any activities not enumerated will be fulfilled no later than the time required by BOSTON FINANCIAL, BOSTON FINANCIAL shall not be liable therefor until such modification or enhancement is installed on the TA2000TM 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 requested by the Trust (and which is not covered by Section 24 of this Agreement) measurably increases BOSTON FINANCIAL’s cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, BOSTON FINANCIAL shall be entitled to increase its fees by the amount of the increase in costsapplicable law. In no event shall BOSTON FINANCIAL each case the time standards will be responsible for or liable adjusted to provide meet any additional function, feature, improvement or change in method of operation requested by the Trust until it has consented thereto in writing.
G. The Trust shall have the right to add all new Funds of the Trust to the TA2000TM System, provided that the Trust provides BOSTON FINANCIAL with at least thirty (30) days’ prior written notice and provided, further, that the applicable requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with BOSTON FINANCIAL’s then-standard pricing schedule.
H. BOSTON FINANCIAL shall maintain a quality control process designed to provide a consistent level of quality and timeliness for its transaction processing. BOSTON FINANCIAL’s performance of the Services under this Agreement will be measured against service level standards (“SLAs”), which will be established in good faith by mutual written agreement of the parties and shall be made a part of this Agreement as Schedule 4.H once completed and agreed to by all parties. Following the establishment and implementation of the SLAs, BOSTON FINANCIAL shall provide to the Trust, a monthly report with respect to BOSTON FINANCIAL’s processing against the SLAs. In order that BOSTON FINANCIAL may reasonably estimate the staffing needed to maintain the SLAs, the Trust agrees to use its best efforts to communicate to BOSTON FINANCIAL all sales and volume projections prior to the beginning of each quarter and to provide the BOSTON FINANCIAL with advance notice of any product development, sales or marketing campaigns that the Trust determines may materially impact the volume of transactions in the Fundslaw. The parties agree to work together to resolve any performance issues in good faith. The parties annually shall review and discuss the SLAs and shall make such changes therein as to which they mutually agree. The parties agree that the SLAs shall time frames above include not apply to, and shall not be calculated for, any particular day when: (i) the TA2000™ System or any computer hardware or software, which is substantially required for only the performance of the Servicesactivity, is unavailable for more than sixty (60) minutes, provided that such unavailability is beyond BOSTON FINANCIAL’s reasonable but the appropriate quality control and BOSTON FINANCIAL notifies mailing of the related checks, confirms, letters or other documents. Piper Trust promptly will maintain records of such unavailability; (ii) there is a failure or unavailability of communication lines outside of BOSTON FINANCIAL’s facilities; (iii) there is a disaster that requires BOSTON FINANCIAL its performance, available to process at its disaster recovery site or when BOSTON FINANCIAL’s transaction processing is impeded by an event described in Section 15 hereof; or (iv) the failure to perform is caused by third parties (including the Trust) whose actions are beyond BOSTON FINANCIAL’s Company for inspection upon reasonable controlnotice.
Appears in 1 contract
Samples: Shareholder Account Servicing Agreement (Piper Funds Inc)
