EXHIBIT 99(h)(i)
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
AIG Series Trust
AND
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
PAGE
1. Terms of Appointment and Duties......................................................1
2. Third Party Administrators for Defined Contribution Plans............................4
3. Fees and Expenses....................................................................5
4. Representations and Warranties of the Transfer Agent.................................6
5. Representations and Warranties of the Fund...........................................6
6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code........7
7. Data Access and Proprietary Information..............................................8
8. Indemnification.....................................................................10
9. Standard of Care/Limitation of Liability............................................11
10. Confidentiality.....................................................................12
11. Covenants of the Fund and the Transfer Agent........................................12
12. Termination of Agreement............................................................13
13. Assignment and Third Party Beneficiaries............................................14
14. Subcontractors......................................................................14
15. Miscellaneous.......................................................................14
16. Additional Funds....................................................................16
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FORM OF
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the _____ day of ______________________, 2004, by and
between AIG Series Trust, a Delaware statutory trust, having its principal
office and place of business at Harborside Financial Center, 0000 Xxxxx 0,
Xxxxxx Xxxx, Xxx Xxxxxx 00000 (the "Fund"), and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company having its principal office and place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Transfer
Agent").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS, the Fund intends to initially offer shares in four (4) series, such
series shall be named in the attached Schedule A which may be amended by the
parties from time to time (each such series, together with all other series
subsequently established by the Fund and made subject to this Agreement in
accordance with SECTION 16, being herein referred to as a "Portfolio", and
collectively as the "Portfolios"); and
WHEREAS, the Fund, on behalf of the Portfolios, desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer Agent desires to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. TERMS OF APPOINTMENT AND DUTIES
1.1. TRANSFER AGENCY SERVICES. Subject to the terms and conditions
set forth in this Agreement, the Fund, on behalf of the
Portfolios, hereby employs and appoints the Transfer Agent to
act as, and the Transfer Agent agrees to act as its transfer
agent for the Fund's authorized and issued shares of its
beneficial interest ("Shares"), dividend disbursing agent,
custodian of certain retirement plans and agent in connection
with any accumulation, open-account or similar plan provided
to the shareholders of each of the respective Portfolios of
the Fund ("Shareholders") and set out in the currently
effective prospectus and statement of additional information
("prospectus") of the Fund on behalf of the applicable
Portfolio, including without limitation any periodic
investment plan or periodic withdrawal program. In accordance
with procedures established from time to time by agreement
between the Fund on behalf of each of the Portfolios, as
applicable and the Transfer Agent, the Transfer Agent agrees
that it will perform the following services:
(a) Receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation
thereof to the Custodian of the Fund authorized pursuant to
the Declaration of Trust of the Fund (the "Custodian");
(b) Pursuant to purchase orders, issue the appropriate number
of Shares and hold such Shares in the appropriate Shareholder
account;
(c) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof
to the Custodian;
(d) In respect to the transactions in items (a), (b) and (c)
above, the Transfer Agent shall execute transactions directly
with broker-dealers authorized by the Fund;
(e) At the appropriate time as and when it receives monies
paid to it by the Custodian with respect to any redemption,
pay over or cause to be paid over in the appropriate manner
such monies as instructed by the redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the applicable
Portfolio;
(h) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon receipt by
the Transfer Agent of indemnification satisfactory to the
Transfer Agent and protecting the Transfer Agent and the Fund,
and the Transfer Agent at its option, may issue replacement
certificates in place of mutilated stock certificates upon
presentation thereof and without such indemnity;
(i) Maintain records of account for and advise the Fund and
its Shareholders as to the foregoing; and
(j) Record the issuance of Shares of the Fund and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number
of Shares of the Fund which are authorized, based upon data
provided to it by the Fund, and issued and outstanding. The
Transfer Agent shall also provide the Fund on a regular basis
with the total number of Shares which are authorized and
issued and outstanding and shall have no obligation, when
recording the issuance of Shares, to monitor the issuance of
such Shares or to take cognizance of any laws relating to the
issue or sale of such Shares, which functions shall be the
sole responsibility of the Fund.
1.2. ADDITIONAL SERVICES. In addition to, and neither in lieu nor
in contravention of, the services set forth in the above
paragraph, the Transfer Agent shall perform the following
services:
(a) OTHER CUSTOMARY SERVICES. Perform the customary services
of a transfer agent, dividend disbursing agent, custodian of
certain retirement plans and, as relevant, agent in connection
with accumulation, open-account or similar plan (including
without limitation any periodic investment plan or periodic
withdrawal program), including but not limited to: maintaining
all Shareholder accounts, preparing Shareholder meeting lists,
mailing Shareholder proxies, Shareholder
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reports and prospectuses to current Shareholders, withholding
taxes on U.S. resident and non-resident alien accounts,
preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders,
preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases and redemptions of
Shares and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information;
(b) CONTROL BOOK (ALSO KNOWN AS "SUPER SHEET"). Maintain a
daily record and produce a daily report for the Fund of all
transactions and receipts and disbursements of money and
securities and deliver a copy of such report for the Fund for
each business day to the Fund no later than 9:00 AM Eastern
Time, or such earlier time as the Fund may reasonably require,
on the next business day;
(c) "BLUE SKY" REPORTING. The Fund shall (i) identify to the
Transfer Agent in writing those transactions and assets to be
treated as exempt from blue sky reporting for each State; and
(ii) verify the establishment of transactions for each State
on the system prior to activation and thereafter monitor the
daily activity for each State. The responsibility of the
Transfer Agent for the Fund's blue sky State registration
status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and
providing a system which will enable the Fund to monitor the
total number of Shares sold in each State;
(d) NATIONAL SECURITIES CLEARING CORPORATION (THE "NSCC"). (i)
accept and effectuate 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
Fund), in accordance with, instructions transmitted to and
received by the Transfer Agent by transmission from NSCC on
behalf of broker-dealers and banks which have been established
by, or in accordance with the instructions of authorized
persons, as hereinafter defined on the dealer file maintained
by the Transfer Agent; (ii) issue instructions to Fund's banks
for the settlement of transactions between the Fund and NSCC
(acting on behalf of its broker-dealer and bank participants);
(iii) provide account and transaction information from the
affected Fund's records on DST Systems, Inc. computer system
TA2000 ("TA2000 System") in accordance with NSCC's Networking
and Fund/SERV rules for those broker-dealers; and (iv)
maintain Shareholder accounts on TA2000 System through
Networking;
(e) NEW PROCEDURES. New procedures as to who shall provide
certain of these services in SECTION 1 may be established in
writing from time to time by agreement between the Fund and
the Transfer Agent. The Transfer Agent may at times perform
only a portion of these services and the Fund or its agent may
perform these services on the Fund's behalf;
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(f) ADDITIONAL TELEPHONE SUPPORT SERVICES. If the parties
elect to have the Transfer Agent provide ADDITIONAL telephone
support services under this Agreement, the parties will agree
to such services, fees and sub-contracting as stated in
Schedule 1.2(f) entitled "Telephone Support Services" attached
hereto; and
(g) ANTI-MONEY LAUNDERING ("AML") DELEGATION. If the Fund
elects to delegate to the Transfer Agent certain AML duties
under this Agreement, the parties will agree to such duties
and terms as stated in the attached schedule ("Schedule 1.2(g)
entitled "AML Delegation" which may be changed from time to
time subject to mutual written agreement between the parties.
In consideration of the performance of the duties by the
Transfer Agent pursuant to this SECTION 1.2(G), the Fund
agrees to pay the Transfer Agent for the reasonable
administrative expense that may be associated with such
additional duties in the amount as the parties may from time
to time agree in writing in accordance with SECTION 3 (Fees
and Expenses) below.
2. THIRD PARTY ADMINISTRATORS FOR DEFINED CONTRIBUTION PLANS
2.1. The Fund may decide to make available to certain of its
customers, a qualified plan program (the "Program") pursuant
to which the customers ("Employers") may adopt certain plans
of deferred compensation ("Plan or Plans") for the benefit of
the individual Plan participant (the "Plan Participant"), such
Plan(s) being qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended ("Code") and administered by
third party administrators which may be plan administrators as
defined in the Employee Retirement Income Security Act of
1974, as amended (the "TPA(s)").
2.2. In accordance with the procedures established in the initial
Schedule 2.1 entitled "Third Party Administrator Procedures",
as may be amended by the Transfer Agent and the Fund from time
to time ("Schedule 2.1"), the Transfer Agent shall:
(a) Treat Shareholder accounts established by the Plans in the
name of the Trustees, Plans or TPA's as the case may be as
omnibus accounts;
(b) Maintain omnibus accounts on its records in the name of
the TPA or its designee as the Trustee for the benefit of the
Plan; and
(c) Perform all services under SECTION 1 as transfer agent of
the Funds and not as a record-keeper for the Plans.
2.3. Transactions identified under SECTION 2 of this Agreement
shall be deemed exception services ("Exception Services") when
such transactions:
(a) Require the Transfer Agent to use methods and procedures
other than those usually employed by the Transfer Agent to
perform services under SECTION 1 of this Agreement;
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(b) Involve the provision of information to the Transfer Agent
after the commencement of the nightly processing cycle of the
TA2000 System; or
(c) Require more manual intervention by the Transfer Agent,
either in the entry of data or in the modification or
amendment of reports generated by the TA2000 System than is
usually required by non-retirement plan and pre-nightly
transactions.
3. FEES AND EXPENSES
3.1. FEE SCHEDULE. For the performance by the Transfer Agent
pursuant to this Agreement, the Fund agrees to pay the
Transfer Agent an annual maintenance fee for each Shareholder
account as set forth in the attached fee schedule ("Schedule
3.1"). Such fees and out-of-pocket expenses and advances
identified under SECTION 3.2 below may be changed from time to
time subject to mutual written agreement between the Fund and
the Transfer Agent.
3.2. OUT-OF-POCKET EXPENSES. In addition to the fee paid under
SECTION 3.1 above, the Fund agrees to reimburse the Transfer
Agent for out-of-pocket expenses, including but not limited to
confirmation production, postage, forms, telephone, microfilm,
microfiche, mailing and tabulating proxies, records storage,
or advances incurred by the Transfer Agent for the items set
out in Schedule 3.1 attached hereto. In addition, any other
expenses incurred by the Transfer Agent at the request or with
the consent of the Fund, will be reimbursed by the Fund.
3.3. POSTAGE. Postage for mailing of dividends, proxies, Fund
reports and other mailings to all shareholder accounts shall
be advanced to the Transfer Agent by the Fund at least seven
(7) days prior to the mailing date of such materials.
3.4. INVOICES. The Fund agrees to pay all fees and reimbursable
expenses within thirty (30) days following the receipt of the
respective billing notice, except for any fees or expenses
which are subject to good faith dispute. In the event of such
a dispute, the Fund may only withhold that portion of the fee
or expense subject to the good faith dispute. The Fund shall
notify the Transfer Agent in writing within twenty-one (21)
calendar days following the receipt of each billing notice if
the Fund is disputing any amounts in good faith. If the Fund
does not provide such notice of dispute within the required
time, the billing notice will be deemed accepted by the Fund.
The Fund shall settle such disputed amounts within five (5)
days of the day on which the parties agree on the amount to be
paid by payment of the agreed amount. If no agreement is
reached, then such disputed amounts shall be settled as may be
required by law or legal process.
3.5. COST OF LIVING ADJUSTMENT. Following the Initial Term, unless
the parties shall otherwise agree and provided that the
service mix and volumes remain consistent as previously
provided in the Initial Term, the total fee for all services
shall equal the fee that would be charged for the same
services based on a fee rate (as reflected in a fee rate
schedule) increased by the percentage increase for the
twelve-month
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period of such previous calendar year of the Consumer Price
Index for Urban Wage Earners and Clerical Workers, for the
Boston area, as published bimonthly by the United States
Department of Labor, Bureau of Labor Statistics, or, in the
event that publication of such Index is terminated, any
successor or substitute index, appropriately adjusted,
acceptable to both parties.
3.6. LATE PAYMENTS. If any undisputed amount in an invoice of the
Transfer Agent (for fees or reimbursable expenses) is not paid
when due, the Fund shall pay the Transfer Agent interest
thereon (from the due date to the date of payment) at a per
annum rate equal to one percent (1.0%) plus the Prime Rate
(that is, the base rate on corporate loans posted by large
domestic banks) published by The Wall Street Journal (or, in
the event such rate is not so published, a reasonably
equivalent published rate selected by the Transfer Agent) on
the first day of publication during the month when such amount
was due. Notwithstanding any other provision hereof, such
interest rate shall be no greater than permitted under
applicable provisions of Massachusetts law.
4. REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT
The Transfer Agent represents and warrants to the Fund that:
4.1. It is a trust company duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
4.2. It is duly qualified to carry on its business in The
Commonwealth of Massachusetts.
4.3. It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
4.4. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
4.5. It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Transfer Agent that:
5.1. It is a trust duly organized and existing and in good standing
under the laws of the State of Delaware.
5.2. It is empowered under applicable laws and by its Declaration
of Trust and By-Laws to enter into and perform this Agreement.
5.3. All corporate proceedings required by said Declaration of
Trust and By-Laws have been taken to authorize it to enter
into and perform this Agreement.
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5.4. It is an open-end and diversified management investment
company registered under the Investment Company Act of 1940,
as amended.
5.5. A registration statement under the Securities Act of 1933, as
amended is currently effective and will remain effective, and
appropriate state securities law filings have been made and
will continue to be made, with respect to all Shares of the
Fund being offered for sale.
6. WIRE TRANSFER OPERATING GUIDELINES/ARTICLES 4A OF THE UNIFORM
COMMERCIAL CODE
6.1. OBLIGATION OF SENDER. The Transfer Agent is authorized to
promptly debit the appropriate Fund account(s) upon the
receipt of a payment order in compliance with the selected
security procedure (the "Security Procedure") chosen for funds
transfer and in the amount of money that the Transfer Agent
has been instructed to transfer. The Transfer Agent shall
execute payment orders in compliance with the Security
Procedure and with the Fund instructions on the execution date
provided that such payment order is received by the customary
deadline for processing such a request, unless the payment
order specifies a later time. All payment orders and
communications received after this the customary deadline will
be deemed to have been received the next business day.
6.2. SECURITY PROCEDURE. The Fund acknowledges that the Security
Procedure it has designated on the Fund Selection Form was
selected by the Fund from security procedures offered by the
Transfer Agent. The Fund shall restrict access to confidential
information relating to the Security Procedure to authorized
persons as communicated to the Transfer Agent in writing. The
Fund must notify the Transfer Agent immediately if it has
reason to believe unauthorized persons may have obtained
access to such information or of any change in the Fund's
authorized personnel. The Transfer Agent shall verify the
authenticity of all Fund instructions according to the
Security Procedure.
6.3. ACCOUNT NUMBERS. The Transfer Agent shall process all payment
orders on the basis of the account number contained in the
payment order. In the event of a discrepancy between any name
indicated on the payment order and the account number, the
account number shall take precedence and govern.
6.4. REJECTION. The Transfer Agent reserves the right to decline to
process or delay the processing of a payment order which (a)
is in excess of the collected balance in the account to be
charged at the time of the Transfer Agent's receipt of such
payment order; (b) if initiating such payment order would
cause the Transfer Agent, in the Transfer Agent's sole
judgment, to exceed any volume, aggregate dollar, network,
time, credit or similar limits which are applicable to the
Transfer Agent; or (c) if the Transfer Agent, in good faith,
is unable to satisfy itself that the transaction has been
properly authorized.
6.5. CANCELLATION AMENDMENT. The Transfer Agent shall use
reasonable efforts to act on all authorized requests to cancel
or amend payment orders received in compliance
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with the Security Procedure provided that such requests are
received in a timely manner affording the Transfer Agent
reasonable opportunity to act. However, the Transfer Agent
assumes no liability if the request for amendment or
cancellation cannot be satisfied.
6.6. ERRORS. The Transfer Agent shall assume no responsibility for
failure to detect any erroneous payment order provided that
the Transfer Agent complies with the payment order
instructions as received and the Transfer Agent complies with
the Security Procedure. The Security Procedure is established
for the purpose of authenticating payment orders only and not
for the detection of errors in payment orders.
6.7. INTEREST. The Transfer Agent shall assume no responsibility
for lost interest with respect to the refundable amount of any
unauthorized payment order, unless the Transfer Agent is
notified of the unauthorized payment order within thirty (30)
days of notification by the Transfer Agent of the acceptance
of such payment order.
6.8. ACH CREDIT ENTRIES/PROVISIONAL PAYMENTS. When the Fund
initiates or receives Automated Clearing House credit and
debit entries pursuant to these guidelines and the rules of
the National Automated Clearing House Association and the New
England Clearing House Association, the Transfer Agent will
act as an Originating Depository Financial Institution and/or
Receiving Depository Financial Institution, as the case may
be, with respect to such entries. Credits given by the
Transfer Agent with respect to an ACH credit entry are
provisional until the Transfer Agent receives final settlement
for such entry from the Federal Reserve Bank. If the Transfer
Agent does not receive such final settlement, the Fund agrees
that the Transfer Agent shall receive a refund of the amount
credited to the Fund in connection with such entry, and the
party making payment to the Fund via such entry shall not be
deemed to have paid the amount of the entry.
6.9. CONFIRMATION. Confirmation of Transfer Agent's execution of
payment orders shall ordinarily be provided within twenty four
(24) hours notice of which may be delivered through the
Transfer Agent's proprietary information systems, or by
facsimile or call-back. Fund must report any objections to the
execution of an order within thirty (30) days.
7. DATA ACCESS AND PROPRIETARY INFORMATION
7.1. The Fund acknowledges that the databases, computer programs,
screen formats, report formats, interactive design techniques,
and documentation manuals furnished to the Fund by the
Transfer Agent as part of the Fund's ability to access certain
Fund-related data ("Customer Data") maintained by the Transfer
Agent on databases under the control and ownership of the
Transfer Agent or other third party ("Data Access Services")
constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of
substantial value to the Transfer Agent or other third party.
In no event shall Proprietary Information be deemed Customer
Data. The Fund agrees to treat all Proprietary
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Information as proprietary to the Transfer Agent and further
agrees that it shall not divulge any Proprietary Information
to any person or organization except as may be provided
hereunder. Without limiting the foregoing, the Fund agrees for
itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund's
computers, or (ii) solely from equipment at the location
agreed to between the Fund and the Transfer Agent and (iii)
solely in accordance with the Transfer Agent's applicable user
documentation;
(b) Refrain from copying or duplicating in any way (other than
in the normal course of performing processing on the Fund's
computer(s)), the Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the
Transfer Agent's instructions;
(d) Refrain from causing or allowing information transmitted
from the Transfer Agent's computer to the Fund's terminal to
be retransmitted to any other computer terminal or other
device except as expressly permitted by the Transfer Agent
(such permission not to be unreasonably withheld);
(e) Allow the Fund to have access only to those authorized
transactions as agreed to between the Fund and the Transfer
Agent; and
(f) Honor all reasonable written requests made by the Transfer
Agent to protect at the Transfer Agent's expense the rights of
the Transfer Agent in Proprietary Information at common law,
under federal copyright law and under other federal or state
law.
7.2. Proprietary Information shall not include all or any portion
of any of the foregoing items that: (i) are or become publicly
available without breach of this Agreement; (ii) are released
for general disclosure by a written release by the Transfer
Agent; or (iii) are already in the possession of the receiving
party at the time of receipt without obligation of
confidentiality or breach of this Agreement.
7.3. The Fund acknowledges that its obligation to protect the
Transfer Agent's Proprietary Information is essential to the
business interest of the Transfer Agent and that the
disclosure of such Proprietary Information in breach of this
Agreement would cause the Transfer Agent immediate,
substantial and irreparable harm, the value of which would be
extremely difficult to determine. Accordingly, the parties
agree that, in addition to any other remedies that may be
available in law, equity, or otherwise for the disclosure or
use of the Proprietary Information in breach of this
Agreement, the Transfer Agent shall be entitled to seek and
obtain a temporary restraining order, injunctive relief, or
other equitable relief against the continuance of such breach.
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7.4. If the Fund notifies the Transfer Agent that any of the Data
Access Services do not operate in material compliance with the
most recently issued user documentation for such services, the
Transfer Agent shall endeavor in a timely manner to correct
such failure. Organizations from which the Transfer Agent may
obtain certain data included in the Data Access Services are
solely responsible for the contents of such data and the Fund
agrees to make no claim against the Transfer Agent arising out
of the contents of such third-party data, including, but not
limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN
CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE
BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES
EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
7.5. If the transactions available to the Fund include the ability
to originate electronic instructions to the Transfer Agent in
order to: (i) effect the transfer or movement of cash or
Shares; or (ii) transmit Shareholder information or other
information, then in such event the Transfer Agent shall be
entitled to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as long as
such instruction is undertaken in conformity with security
procedures established by the Transfer Agent from time to
time.
7.6. Each party shall take reasonable efforts to advise its
employees of their obligations pursuant to this SECTION 7. The
obligations of this Section shall survive any earlier
termination of this Agreement.
8. INDEMNIFICATION
8.1. The Transfer Agent shall not be responsible for, and the Fund
shall indemnify and hold the Transfer Agent harmless from and
against, any and all losses, damages, costs, charges,
reasonable counsel fees, payments, expenses and liability
arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to this Agreement
(including the defense of any law suit in which the Transfer
Agent or affiliate is a named party), provided that such
actions are taken in good faith and without negligence or
willful misconduct;
(b) The Fund's lack of good faith, negligence or willful
misconduct;
(c) The reliance upon, and any subsequent use of or action
taken or omitted, by the Transfer Agent, or its agents or
subcontractors on: (i) any information, records, documents,
data, stock certificates or services, which are received by
the Transfer Agent or its agents or subcontractors by machine
readable input, facsimile, CRT data entry, electronic
instructions or other similar means authorized by the Fund,
and which have been prepared, maintained or performed by the
Fund or any other
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person or firm on behalf of the Fund including but not limited
to any broker-dealer, TPA or previous transfer agent; (ii) any
instructions or requests of the Fund or any of its officers;
(iii) any instructions or opinions of legal counsel with
respect to any matter arising in connection with the services
to be performed by the Transfer Agent under this Agreement
which are provided to the Transfer Agent after consultation
with such legal counsel; or (iv) any paper or document,
reasonably believed to be genuine, authentic, or signed by the
proper person or persons;
(d) The offer or sale of Shares in violation of federal or
state securities laws or regulations requiring that such
Shares be registered or in violation of any stop order or
other determination or ruling by any federal or any state
agency with respect to the offer or sale of such Shares;
(e) The negotiation and processing of any checks received and
accepted in accordance with the Fund's then-current
Registration Statement, and consistent with the USA Patriot
Act of 2001, including without limitation for deposit into the
Fund's demand deposit account maintained by the Transfer
Agent; or
(f) Upon the Fund's request entering into any agreements
required by the NSCC for the transmission of Fund or
Shareholder data through the NSCC clearing systems.
8.2. In order that the indemnification provisions contained in this
SECTION 8 shall apply, upon the assertion of a claim for which
the Fund may be required to indemnify the Transfer Agent, the
Transfer Agent shall promptly notify the Fund of such
assertion, and shall keep the Fund advised with respect to all
developments concerning such claim. The Fund shall have the
option to participate with the Transfer Agent in the defense
of such claim or to defend against said claim in its own name
or in the name of the Transfer Agent. The Transfer Agent shall
in no case confess any claim or make any compromise in any
case in which the Fund may be required to indemnify the
Transfer Agent except with the Fund's prior written consent.
9. STANDARD OF CARE/LIMITATION OF LIABILITY
The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to ensure the accuracy of
all services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to
errors, including encoding and payment processing errors, unless said
errors are caused by its negligence, bad faith, or willful misconduct
or that of its employees or agents. The parties agree that any encoding
or payment processing errors shall be governed by this standard of care
and Section 4-209 of the Uniform Commercial Code is superseded by
SECTION 9 of this Agreement. This standard of care also shall apply to
Exception Services, as defined in SECTION 2.3 herein, but such
application shall take into consideration the manual processing
involved in, and time sensitive nature of, Exception Services.
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10. CONFIDENTIALITY
10.1. The Transfer Agent and the Fund agree that they will not, at
any time during the term of this Agreement or after its
termination, reveal, divulge, or make known to any person,
firm, corporation or other business organization, any
customers' lists, trade secrets, cost figures and projections,
profit figures and projections, or any other secret or
confidential information whatsoever, whether of the Transfer
Agent or of the Fund, used or gained by the Transfer Agent or
the Fund during performance under this Agreement. The Fund and
the Transfer Agent further covenant and agree to retain all
such knowledge and information acquired during and after the
term of this Agreement respecting such lists, trade secrets,
or any secret or confidential information whatsoever in trust
for the sole benefit of the Transfer Agent or the Fund and
their successors and assigns. In the event of breach of the
foregoing by either party, the remedies provided by SECTION
7.3 shall be available to the party whose confidential
information is disclosed. The above prohibition of disclosure
shall not apply to the extent that the Transfer Agent must
disclose such data to its sub-contractor or Fund agent for
purposes of providing services under this Agreement.
10.2. In the event that any requests or demands are made for the
inspection of the Shareholder records of the Fund, other than
request for records of Shareholders pursuant to standard
subpoenas from state or federal government authorities (i.e.,
divorce and criminal actions), the Transfer Agent will
endeavor to notify the Fund and to secure instructions from an
authorized officer of the Fund as to such inspection. The
Transfer Agent expressly reserves the right, however, to
exhibit the Shareholder records to any person whenever it is
advised by counsel that it may be held liable for the failure
to exhibit the Shareholder records to such person or if
required by law or court order.
11. COVENANTS OF THE FUND AND THE TRANSFER AGENT
11.1. The Fund shall promptly furnish to the Transfer Agent the
following:
(a) A certified copy of the resolution of the Board of
Trustees of the Fund authorizing the appointment of the
Transfer Agent and the execution and delivery of this
Agreement; and
(b) A copy of the Declaration of Trust and By-Laws of the Fund
and all amendments thereto.
11.2. The Transfer Agent hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund
for safekeeping of stock certificates, check forms and
facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such
certificates, forms and devices.
11.3. The Transfer Agent shall keep records relating to the services
to be performed hereunder, in the form and manner as it may
deem advisable. To the extent required by Section 31 of the
Investment Company Act of 1940, as amended, and
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the Rules thereunder, the Transfer Agent agrees that all such
records prepared or maintained by the Transfer Agent relating
to the services to be performed by the Transfer Agent
hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section
and Rules, and will be surrendered promptly to the Fund on and
in accordance with its request.
12. TERMINATION OF AGREEMENT
12.1. TERM. The initial term of this Agreement (the "Initial Term")
shall be three years from the date first stated above unless
terminated pursuant to the provisions of this SECTION 12.
Unless a terminating party gives written notice to the other
party one hundred and twenty (120) days before the expiration
of the Initial Term or any Renewal Term, this Agreement will
renew automatically from year to year (each such year-to-year
renewal term a "Renewal Term"). One hundred and twenty (120)
days before the expiration of the Initial Term or a Renewal
Term the parties to this Agreement will agree upon a Fee
Schedule for the upcoming Renewal Term. Otherwise, the fees
shall be increased pursuant to SECTION 3.5 of this Agreement.
Notwithstanding the termination or non-renewal of this
Agreement, the terms and conditions of this Agreement shall
continue to apply until the completion of deconversion.
12.2.
12.3. EXPIRATION OF TERM. During the Initial Term or Renewal Term,
whichever currently is in effect, should either party exercise
its right to terminate, all out-of-pocket expenses or costs
associated with the movement of records and material will be
borne by the Fund. Additionally, the Transfer Agent reserves
the right to charge for any other reasonable expenses
associated with such termination equivalent to the average of
three (3) months' fees.
12.4. CONFIDENTIAL INFORMATION. Upon termination of this Agreement,
each party shall return to the other party all copies of
confidential or proprietary materials or information received
from such other party hereunder, other than materials or
information required to be retained by such party under
applicable laws or regulations.
12.5. UNPAID INVOICES. The Transfer Agent may terminate this
Agreement immediately upon an unpaid invoice payable by the
Fund to the Transfer Agent being outstanding for more than
ninety (90) days, except with respect to any amount subject to
a good faith dispute within the meaning of SECTION 3.4 of this
Agreement.
12.6. BANKRUPTCY. Either party hereto may terminate this Agreement
by notice to the other party, effective at any time specified
therein, in the event that (a) the other party ceases to carry
on its business or (b) an action is commenced by or against
the other party under Title 11 of the United States Code or a
receiver, conservator or similar officer is appointed for the
other party and such suit, conservatorship or receivership is
not discharged within thirty (30) days.
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13. ASSIGNMENT AND THIRD PARTY BENEFICIARIES
13.1. Except as provided in SECTION 14.1 below, neither this
Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the
other party. Any attempt to do so in violation of this Section
shall be void. Unless specifically stated to the contrary in
any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or
responsibility under this Agreement.
13.2. Except as explicitly stated elsewhere in this Agreement,
nothing under this Agreement shall be construed to give any
rights or benefits in this Agreement to anyone other than the
Transfer Agent and the Fund, and the duties and
responsibilities undertaken pursuant to this Agreement shall
be for the sole and exclusive benefit of the Transfer Agent
and the Fund. This Agreement shall inure to the benefit of and
be binding upon the parties and their respective permitted
successors and assigns.
13.3. This Agreement does not constitute an agreement for a
partnership or joint venture between the Transfer Agent and
the Fund. Other than as provided in SECTION 14.1 and Schedule
1.2(f), neither party shall make any commitments with third
parties that are binding on the other party without the other
party's prior written consent.
14. SUBCONTRACTORS
14.1. The Transfer Agent may, without further consent on the part of
the Fund, subcontract for the performance hereof with (i)
Boston Financial Data Services, Inc., a Massachusetts
corporation ("Boston Financial") which is duly registered as a
transfer agent pursuant to Section 17A(c)(2) of the Securities
Exchange Act of 1934, as amended, (ii) a Boston Financial
subsidiary duly registered as a transfer agent or (iii) a
Boston Financial affiliate duly registered as a transfer
agent; provided, however, that the Transfer Agent shall be
fully responsible to the Fund for the acts and omissions of
Boston Financial or its subsidiary or affiliate as it is for
its own acts and omissions.
14.2. Nothing herein shall impose any duty upon the Transfer Agent
in connection with or make the Transfer Agent liable for the
actions or omissions to act of unaffiliated third parties such
as by way of example and not limitation, Airborne Services,
Federal Express, United Parcel Service, the U.S. Mails, the
NSCC and telecommunication companies, provided, if the
Transfer Agent selected such company, the Transfer Agent shall
have exercised due care in selecting the same.
15. MISCELLANEOUS
15.1. AMENDMENT. This Agreement may be amended or modified by a
written agreement executed by both parties and authorized or
approved by a resolution of the Board of Directors of the
Fund.
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15.2. MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed
and the provisions thereof interpreted under and in accordance
with the laws of The Commonwealth of Massachusetts.
15.3. FORCE MAJEURE. In the event either party is unable to perform
its obligations under the terms of this Agreement because of
acts of God, strikes, equipment or transmission failure or
damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable
for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
15.4. CONSEQUENTIAL DAMAGES. Neither party to this Agreement shall
be liable to the other party for special, indirect or
consequential damages under any provision of this Agreement or
for any special, indirect or consequential damages arising out
of any act or failure to act hereunder.
15.5. SURVIVAL. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or
protections of proprietary rights and trade secrets shall
survive the termination of this Agreement.
15.6. SEVERABILITY. If any provision or provisions of this Agreement
shall be held invalid, unlawful, or unenforceable, the
validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired.
15.7. PRIORITIES CLAUSE. In the event of any conflict, discrepancy
or ambiguity between the terms and conditions contained in
this Agreement and any Schedules or attachments hereto, the
terms and conditions contained in this Agreement shall take
precedence.
15.8. WAIVER. No waiver by either party or any breach or default of
any of the covenants or conditions herein contained and
performed by the other party shall be construed as a waiver of
any succeeding breach of the same or of any other covenant or
condition.
15.9. MERGER OF AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior
agreement with respect to the subject matter hereof whether
oral or written.
15.10. COUNTERPARTS. This Agreement may be executed by the parties
hereto on any number of counterparts, and all of said
counterparts taken together shall be deemed to constitute one
and the same instrument.
15.11. REPRODUCTION OF DOCUMENTS. This Agreement and all schedules,
exhibits, attachments and amendments hereto may be reproduced
by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties
hereto each agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial
or administrative proceeding, whether or not the original is
in existence and whether or not such reproduction was made
-15-
by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction shall likewise
be admissible in evidence.
15.12. NOTICES. All notices and other communications as required or
permitted hereunder shall be in writing and sent by first
class mail, postage prepaid, addressed as follows or to such
other address or addresses of which the respective party shall
have notified the other.
(a) If to State Street Bank and Trust Company, to:
State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: (000) 000-0000
(b) If to the Fund, to:
AIG SunAmerica Asset Management Corp.
Harborside Financial Xxxxxx
Xxxxx 0
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxx
President
16. ADDITIONAL FUNDS
In the event that the Fund establishes one or more series of Shares, in
addition to those listed on the attached Schedule A, with respect to
which it desires to have the Transfer Agent render services as transfer
agent under the terms hereof, it shall so notify the Transfer Agent in
writing, and if the Transfer Agent agrees in writing to provide such
services, such series of Shares shall become a Portfolio hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
AIG Series Trust
BY:
Name: Xxxxxx X. Xxxxx
Title: President
ATTEST:
STATE STREET BANK AND TRUST
COMPANY
BY:
Vice Chairman
ATTEST:
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SCHEDULE A
2010 High Watermark Fund
2015 High Watermark Fund
2020 High Watermark Fund
2025 High Watermark Fund
STATE STREET BANK AND TRUST
COMPANY
BY: BY:
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SCHEDULE 1.2(G)
AML DELEGATION
1. DELEGATION. In connection with the enactment of the Uniting and
Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 and the regulations
promulgated thereunder, (collectively, the "USA PATRIOT Act"), the Fund
has developed and implemented a written anti-money laundering program
(the "AML Program"), which is designed to satisfy the requirements of
the USA PATRIOT Act. Under the USA PATRIOT Act, a mutual fund can elect
to delegate certain duties with respect to the implementation and
operation of its AML Program to a service provider, including its
transfer agent. The Fund is desirous of having the Transfer Agent
perform certain delegated duties pursuant to the AML Program and the
Transfer Agent desires to accept such delegation.
2. LIMITATION ON DELEGATION. The Fund acknowledges and agrees that in
accepting the delegation hereunder, the Transfer Agent is agreeing to
perform only those duties that have been expressly delegated on this
Schedule 1.26 (the "Delegated Duties"), as may be amended from time to
time, and is not undertaking and shall not be responsible for any other
aspect of the AML Program or for the overall compliance by the Fund
with the USA PATRIOT Act or for any other matters that have not been
delegated hereunder. Additionally, the parties acknowledge and agree
that the Transfer Agent shall only be responsible for performing the
Delegated Duties with respect to the ownership of, and transactions in,
shares in the Fund for which the Transfer Agent maintains the
applicable shareholder information.
3. CONSENT TO EXAMINATION. In connection with the performance by the
Transfer Agent of the Delegated Duties, the Transfer Agent understands
and acknowledges that the Fund remains responsible for assuring
compliance with the USA PATRIOT Act and that the records the Transfer
Agent maintains for the Fund relating to the AML Program may be
subject, from time to time, to examination and/or inspection by federal
regulators in order that the regulators may evaluate such compliance.
The Transfer Agent hereby consents to such examination and/or
inspection and agrees to cooperate with such federal examiners in
connection with their review. For purposes of such examination and/or
inspection, the Transfer Agent will use its best efforts to make
available, during normal business hours and on reasonable notice all
required records and information for review by such examiners.
4. DELEGATED DUTIES
4.1. Consistent with the services provided by the Transfer Agent
and with respect to the beneficial ownership of, and
transactions in, shares in the Fund for which the Transfer
Agent maintains the applicable shareholder information, the
Transfer Agent shall:
SCHEDULE 1.2(G)
AML DELEGATION
(CONTINUED)
2
(a) Submit all financial and non-financial transactions
through the Office of Foreign Assets Control ("OFAC") database
and such other lists or databases as may be required from time
to time by applicable regulatory authorities;
(b) Review redemption transactions that occur within thirty
(30) days of account or maintenance;
(c) Review wires sent pursuant to banking instructions other
than those on file;
(d) Review a Shareholder's account for unusual activity when
purchases and redemptions by the Shareholder (based on social
security number or other tax identification number within the
Fund's records) hit the $100,000 threshold that has been set
on the "Unusual Activity Warning System";
(e) Review accounts to identify those established by known
offenders attempting fraud and once identified, freeze such
accounts; and
(f) Monitor and track cash equivalents under $10,000 for a
rolling twelve-month period and file Form 8300 as required by
law; and
(g) Comply with the Customer Identification Program
requirements of Section 326 of the USA PATRIOT Act.
4.2. In the event that the Transfer Agent detects suspicious
activity as a result of the foregoing procedures, which
necessitates the filing by the Transfer Agent of a suspicious
activity report, a Form 8300 or other similar report or notice
to OFAC, then the Transfer Agent shall also immediately notify
the Fund, unless prohibited by applicable law.
STATE STREET BANK AND TRUST
COMPANY
BY: BY:
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2
SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES
DATED ____________
1. On each day on which both the New York Stock Exchange and the Fund are
open for business (a "Business Day"), the TPA(s) shall receive, on
behalf of and as agent of the Fund, Instructions (as hereinafter
defined) from the Plan. Instructions shall mean as to each Fund (i)
orders by the Plan for the purchases of Shares, and (ii) requests by
the Plan for the redemption of Shares; in each case based on the Plan's
receipt of purchase orders and redemption requests by Participants in
proper form by the time required by the terms of the Plan, but not
later than the time of day at which the net asset value of a Fund is
calculated, as described from time to time in that Fund's prospectus.
Each Business Day on which the TPA receives Instructions shall be a
"Trade Date".
2. The TPA(s) shall communicate the TPA(s)'s acceptance of such
Instructions, to the applicable Plan.
3. On the next succeeding Business Day following the Trade Date on which
it accepted Instructions for the purchase and redemption of Shares,
(TD+1), the TPA(s) shall notify the Transfer Agent of the net amount of
such purchases or redemptions, as the case may be, for each of the
Plans. In the case of net purchases by any Plan, the TPA(s) shall
instruct the Trustees of such Plan to transmit the aggregate purchase
price for Shares by wire transfer to the Transfer Agent on (TD+1). In
the case of net redemptions by any Plan, the TPA(s) shall instruct the
Fund's custodian to transmit the aggregate redemption proceeds for
Shares by wire transfer to the Trustees of such Plan on (TD+1). The
times at which such notification and transmission shall occur on (TD+1)
shall be as mutually agreed upon by each Fund, the TPA(s), and the
Transfer Agent.
4. The TPA(s) shall maintain separate records for each Plan, which record
shall reflect Shares purchased and redeemed, including the date and
price for all transactions, and Share balances. The TPA(s) shall
maintain on behalf of each of the Plans a single master account with
the Transfer Agent and such account shall be in the name of that Plan,
the TPA(s), or the nominee of either thereof as the record owner of
Shares owned by such Plan.
5. The TPA(s) shall maintain records of all proceeds of redemptions of
Shares and all other distributions not reinvested in Shares.
6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic
account statements showing the total number of Shares owned by that
Plan as of the statement closing date, purchases and redemptions of
Shares by the Plan during the period covered by the statement, and the
dividends and other distributions paid to the Plan on Shares during the
statement period (whether paid in cash or reinvested in Shares).
7. The TPA(s) shall, at the request and expense of each Fund, transmit to
the Plans prospectuses, proxy materials, reports, and other information
provided by each Fund for delivery to its shareholders.
8. The TPA(s) shall, at the request of each Fund, prepare and transmit to
each Fund or any agent designated by it such periodic reports covering
Shares of each Plan as each Fund shall reasonably conclude are
necessary to enable the Fund to comply with state Blue Sky
requirements.
9. The TPA(s) shall transmit to the Plans confirmation of purchase orders
and redemption requests placed by the Plans; and
10. The TPA(s) shall, with respect to Shares, maintain account balance
information for the Plan(s) and daily and monthly purchase summaries
expressed in Shares and dollar amounts.
11. Plan sponsors may request, or the law may require, that prospectuses,
proxy materials, periodic reports and other materials relating to each
Fund be furnished to Participants in which event the Transfer Agent or
each Fund shall mail or cause to be mailed such materials to
Participants. With respect to any such mailing, the TPA(s) shall, at
the request of the Transfer Agent or each Fund, provide at the TPA(s)'s
expense a complete and accurate set of mailing labels with the name and
address of each Participant having an interest through the Plans in
Shares.
STATE STREET BANK AND TRUST
COMPANY
BY: BY:
----------------------------------- ------------------------------------
2
SCHEDULE 3.1
FEES
DATED ____________
STATE STREET BANK AND TRUST
COMPANY
BY: BY:
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