AGENCY AGREEMENT
THIS AGREEMENT made as of the 1st day of April, 2006, by and between the
ADVISORS' INNER CIRCLE FUND, a business trust existing under the laws of the
Commonwealth of Massachusetts, having its principal place of business at Xxx
Xxxxxxx Xxxxxx Xxxx, Xxxx, Xxxxxxxxxxxx 00000 (the "Trust") on behalf of each
separate series of the Trust (each a "Fund") and each separate series of certain
Funds (each a "Portfolio"), and DST SYSTEMS, INC., a corporation existing under
the laws of the State of Delaware, having its principal place of business at 000
Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("DST"):
WITNESSETH:
WHEREAS, the Trust desires to appoint DST as Transfer Agent and
Dividend Disbursing Agent, and DST desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Documents to be Filed with Appointment.
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In connection with the appointment of DST as Transfer Agent and
Dividend Disbursing Agent for the Trust, there will be filed with DST
the following documents:
A. A certified copy of the resolutions of the Board of Trustees
of the Trust appointing DST as Transfer Agent and Dividend
Disbursing Agent, approving the form of this Agreement, and
designating certain persons to give written instructions and
requests on behalf of the Trust;
B. A certified copy of the Declaration of Trust and all
amendments thereto;
C. A certified copy of the Bylaws of the Trust;
D. Copies of Registration Statements and amendments thereto,
filed with the Securities and Exchange Commission.
E. Specimens of the signatures of the officers of the Trust
authorized to sign written instructions and requests;
F. An opinion of counsel for the Trust with respect to:
(1) The Trust's organization and existence under the
laws of its state of organization,
(2) The status of all units of beneficial interest of the
Trust ("Shares") covered by the appointment under the
Securities Act of 1933, as amended, and any other
applicable federal or state statute, and
(3) That all issued Shares are, and all unissued Shares
will be, when issued, validly issued, fully paid and
nonassessable.
2. Certain Representations and Warranties of DST.
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DST represents and warrants to the Trust that:
A. It is a corporation duly organized and existing and in good
standing under the laws of Delaware.
B. It is duly qualified to carry on its business in the State of
Missouri.
C. It is empowered under applicable laws and by its Articles of
Incorporation and Bylaws to enter into and perform the
services contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required
under the Securities Exchange Act of 1934 (the "1934 Act").
E. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
G. It is in compliance with Securities and Exchange Commission
("SEC") regulations and is not subject to restrictions under
Rule 17Ad-3, as amended, adopted under the 1934 Act.
H. Copies of DST's Rule 17Ad-13 reports will be provided to the
Trust annually as and to the extent required under Rule
17Ad-13 under the 1934 Act.
I. Its fidelity bonding and minimum capital meet the transfer
agency requirements of the New York Stock Exchange.
3. Certain Representations and Warranties of the Trust.
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The Trust represents and warrants to DST that:
A. It is a business trust duly organized and existing and in
good standing under the laws of the Commonwealth of
Massachusetts.
B. It is an open-end diversified management investment company
registered under the Investment Company Act of 1940, as
amended.
C. A registration statement under the Securities Act of 1933 has
been filed and will be effective with respect to all Shares of
the Trust being offered for sale.
D. All requisite steps have been and will continue to be taken
to register the Trust's Shares for sale in all applicable
states and such registration will be effective at all times
Shares are offered for sale in such state.
E. The Trust is empowered under applicable laws and by its
charter and Bylaws to enter into and perform this Agreement.
4. Scope of Appointment.
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A. Subject to the conditions set forth in this Agreement, the
Trust hereby appoints DST as Transfer Agent and Dividend
Disbursing Agent.
B. DST hereby accepts such appointment and agrees that it will
act as the Trust's Transfer Agent and Dividend Disbursing
Agent. DST agrees that it will also act as agent in connection
with each Fund's periodic withdrawal payment accounts and
other open accounts or similar plans for shareholders, if any.
C. The Trust agrees to use its reasonable efforts to deliver to
DST in Kansas City, Missouri, as soon as they are available,
all of its shareholder account records.
D. DST, utilizing TA2000 , DST's computerized data processing
system for securityholder accounting (the "TA2000 System"),
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 share
certificates; (ii) maintaining on the TA2000 System
shareholder accounts; (iii) accepting and effectuating the
registration and maintenance of accounts through Networking
and the purchase, redemption, transfer and exchange of Shares
in such accounts through Fund/SERV (Networking and Fund/SERV
being programs operated by the National Securities Clearing
Corporation ("NSCC") on behalf of NSCC's participants,
including the Funds), in accordance with instructions
transmitted to and received by DST by transmission from NSCC
on behalf of broker-dealers and banks which have been
established by, or in accordance with the instructions of, an
Authorized Person, as hereinafter defined, on the Dealer File
maintained by DST; (iv) issuing instructions to the Funds'
banks for the settlement of transactions between the Funds and
NSCC
(acting on behalf of its broker-dealer and bank
participants); (v) providing account and transaction
information from each affected Fund's records on TA2000 in
accordance with NSCC's Networking and Fund/SERV rules for
those broker-dealers; (vi) maintaining shareholder accounts on
TA2000 through Networking; (vii) providing transaction
journals; (viii) preparing shareholder meeting lists for use
in connection with special meetings and certifying a copy of
such list, the first such list to be at no additional charge,
anyone thereafter to be charged for; (ix) mailing shareholder
reports and prospectuses; (x) withholding, as required by
federal law, taxes on shareholder accounts, preparing, filing
and mailing U.S. Treasury Department Forms 1099, 1042, and
1042S and performing and paying backup withholding as required
for all shareholders; (xi) disbursing income dividends and
capital gains distributions to shareholders and recording
reinvestment of dividends and distributions in Shares of a
Fund; (xii) preparing and mailing confirmation forms to
shareholders and dealers, as instructed, for all purchases and
liquidations of Shares of a Fund and other confirmable
transactions in shareholders' accounts and recording
reinvestment of dividend and distributions in Shares of the
Funds; (xiii) providing or making available on-line daily and
monthly reports as provided by the TA2000 System and as
requested by a Fund or its management company; (xiv)
maintaining those records necessary to carry out DST's duties
hereunder, including all information reasonably required by a
Fund to account for all transactions in each Fund's Shares;
(xv) calculating the appropriate sales charge with respect to
each purchase of Fund Shares as set forth in each Fund's
prospectus as of January 1, 2005 and as amended thereafter
provided (A) the TA2000 System as then constituted supports
such amended charges and (B) only after thirty (30) days prior
written notice of and instruction as to such change to the
charges is given to DST and (C) subject to additional fees
therefore in the change to the charges increases DST's cost to
perform the obligations set forth in this subsection (xv),
determining the portion of each sales charge payable to the
dealer participating in a sale in accordance with schedules
and instructions delivered to DST by the Trust's principal
underwriter or distributor (hereinafter "principal
underwriter") or an Authorized Person from time to time,
disbursing dealer commissions collected to
such dealers, determining the portion of each sales charge
payable to such principal underwriter and disbursing such
commissions to the principal underwriter; (xvi) receiving
correspondence pertaining to any former, existing or new
shareholder account, processing such correspondence for proper
recordkeeping, and responding promptly to shareholder
correspondence; mailing to dealers confirmations of wire order
trades; mailing copies of shareholder statements to
shareholders and registered representatives of dealers in
accordance with the instructions of an Authorized Person;
(xvii) processing, generally on the date of receipt, purchases
or redemptions or instructions to settle any mail or wire
order purchases or redemptions received in proper order as set
forth in the prospectus, rejecting promptly any requests not
received in proper order (as defined by an Authorized Person
or the Procedures as hereinafter defined), and causing
exchanges of Shares to be executed in accordance with the
instructions of Authorized Persons, the applicable prospectus
and the general exchange privilege applicable; (xviii)
providing to the person designated by an Authorized Person the
daily Blue Sky reports generated by the Blue Sky module of
TA2000 with respect to purchases of Shares of the Trust on
TA2000; and (xix) providing to the Funds escheatment reports
as requested by an Authorized Person with respect to the
status of accounts and outstanding checks on TA2000. In
addition, DST shall be responsible for assessing and
collecting redemption fees as required pursuant to each
applicable Fund's prospectus and for complying with relevant
policies and procedures in connection with each applicable
Fund's market timing policy.
E. At the request of an Authorized Person, DST shall use
reasonable efforts to provide the services set forth in
Section 4.D. in connection with transactions (i) on behalf of
retirement plans and participants in retirement plans and
transactions ordered by brokers as part of a "no transaction
fee" program ("NTF"), the processing of which transactions
require DST to use methods and procedures other than those
usually employed by DST to perform shareholder servicing agent
services, (ii) involving the provision of information to DST
after the commencement of the nightly processing cycle of the
TA2000 System or (iii) which require more manual intervention
by DST, either in the entry of data or in the modification or
amendment of reports
generated by the TA2000 System than is usually required by
non-retirement plan, non-NTF and pre-nightly transactions,
(the "Exception Services").
F. 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 each Fund's instructions, prospectus or
application as amended from time to time, for each Fund
provided (i) DST is advised in advance by the Fund of any
changes therein and (ii) the TA2000 System and the mode of
operations utilized by DST as then constituted supports such
additional functions and features. If any addition to,
improvement of or change in the features and functions
currently provided by the TA2000 System or the operations as
requested by a Fund requires an enhancement or modification to
the TA2000 System or to operations as presently conducted by
DST, DST shall not be liable therefore until such modification
or enhancement is installed on the TA2000 System or new mode
of operation is instituted. If any new, additional function or
feature or change or improvement to existing functions or
features or new service or mode of operation measurably
increases DST's cost of performing the services required
hereunder at the current level of service, DST shall advise
the Trust of the amount of such increase and if the Trust
elects to utilize such function, feature or service, DST shall
be entitled to increase its fees by the amount of the increase
in costs. In no event shall DST be responsible for or liable
to provide any additional function, feature, improvement or
change in method of operation until it has consented thereto
in writing.
The Trust shall be entitled to add new Funds or Portfolios or
classes thereof to the TA2000 System upon at least thirty (30)
days' prior written notice to DST provided that the
requirements of the new series are generally consistent with
services then being provided by DST under this Agreement.
Rates or charges for additional series shall be as set forth
in Exhibit A, as hereinafter defined, for the remainder of the
contract term except as such series use functions, features or
characteristics for which DST has imposed an additional charge
as part of its standard pricing schedule. In the latter event,
rates and charges shall be in accordance with DST's
then-standard pricing schedule.
5. Limit of Authority.
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Unless otherwise expressly limited by the resolution of
appointment or by subsequent action the Trust, the appointment
of DST as Transfer Agent will be construed to cover the full
amount of authorized Shares of the class or classes for which
DST is appointed as the same will, from time to time, be
constituted, and any subsequent increases in such authorized
amount.
In case of such increase, the Trust will file with DST:
A. If the appointment of DST was theretofore expressly limited,
a certified copy of a resolution of the Board of Trustees of
the Trust increasing the authority of DST;
B. A certified copy of the amendment to the Trust's Declaration
of Trust authorizing the increase of Shares;
C. A certified copy of the order or consent of each governmental
or regulatory authority required by law to consent to the
issuance of the increased Shares, and an opinion of counsel
that the order or consent of no other governmental or
regulatory authority is required;
D. Opinion of counsel for the Trust stating:
(1) The status of the additional Shares of the Trust
under the Securities Act of 1933, as amended, and any
other applicable federal or state statute; and
(2) That the additional Shares are, or when issued will
be, validly issued, fully paid and nonassessable.
6. Compensation and Expenses.
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A. In consideration for its services hereunder as Transfer Agent
and Dividend Disbursing Agent, the Trust will pay to DST from
time to time a reasonable compensation for all services
rendered as Agent, and also, all its reasonable billable
expenses, charges, counsel fees, and other disbursements
("Compensation and Expenses") incurred in connection with the
agency. Such compensation is set forth in a separate schedule
to be agreed to by the Trust and DST, a copy of which is
attached hereto as Exhibit A. If the Trust has not paid such
Compensation and Expenses to DST within a reasonable time, DST
may charge against any monies held under this Agreement, the
amount of any Compensation and/or Expenses for which it shall
be entitled to reimbursement under this Agreement.
B. The Trust also agrees promptly to reimburse DST for all
reasonable billable expenses or disbursements incurred by DST
in connection with the performance of services under this
Agreement including, but not limited to, expenses for postage,
express delivery services, freight charges, envelopes, checks,
drafts, forms (continuous or otherwise), specially requested
reports and statements, telephone calls, telegraphs,
stationery supplies, counsel fees, outside printing and
mailing firms (including DST Output, LLC), magnetic tapes,
reels or cartridges (if sent to the Trust or to a third party
at the Trust's request) and magnetic tape handling charges,
off-site record storage, media for storage of records (e.g.,
microfilm, microfiche, optical platters, computer tapes),
computer equipment installed at the Trust's request at the
Trust's or a third party's premises, telecommunications
equipment, telephone/telecommunication lines between a Fund
and its agents, on one hand, and DST on the other, proxy
soliciting, processing and/or tabulating costs, second-site
backup computer facility, transmission of statement data for
remote printing or processing, National Securities Clearing
Corporation ("NSCC") transaction fees and any other expenses
incurred by DST on behalf of the Fund listed on Exhibit A or,
if not listed, then incurred with the prior consent or at the
request of the Fund to the extent any of the foregoing are
paid by DST. Reimbursable expenses, including but not limited
to those listed on Exhibit A, represent pass through charges
where DST has limited, if any, ability to negotiate the
expense from the provider, but may include reasonable
allocations to reimburse expenses incurred by DST to lessen
the amount of an expense to the Fund or to add value to third
party services (the "Added Value Expenses"). Regarding any
future Added Value Expenses DST shall (i) provide written
notice to the Fund each time DST invoices a new category of
Added Value Expenses, identifying the amount of and the
justification (the additional expense incurred by DST to lower
the overall expense or to add value to the service being
invoiced) for the markup, and (ii) obtain the Fund's consent
to such markup, which consent shall not be unreasonably
delayed or withheld. The Trust agrees to pay postage expenses
at least one day in advance if so requested. In addition, any
other expenses incurred by DST at the request or with the
consent of the Trust will be promptly reimbursed by the Trust.
C. Amounts due hereunder shall be due and paid on or before the
thirtieth (30th) business day after receipt of the statement
therefore by the Trust (the "Due Date"). The Trust is aware
that its failure to pay all amounts in a timely fashion so
that they will be received by DST on or before the Due Date
will give rise to costs to DST not contemplated by this
Agreement, including but not limited to carrying, processing
and accounting charges. Accordingly, subject to Section 6.D.
hereof, in the event that any amounts due hereunder are not
received by DST by the Due Date, the Trust shall pay a late
charge equal to the lesser of the maximum amount permitted by
applicable law or the product of one and one-half percent
(1.5%) per month times the amount overdue times the number of
months from the Due Date up to and including the day on which
payment is received by DST. The parties hereby agree that such
late charge represents a fair and reasonable computation of
the costs incurred by reason of late payment or payment of
amounts not properly due. Acceptance of such late charge shall
in no event constitute a waiver of the Trust's or DST's
default or prevent the non-defaulting party from exercising
any other rights and remedies available to it.
D. In the event that any charges are disputed, the Trust shall,
on or before the Due Date, pay all undisputed amounts due
hereunder and notify DST in writing of any disputed charges
for billable expenses which it is disputing in good faith.
Payment for such disputed charges shall be due on or before
the close of the fifth (5th), business day after the day on
which DST provides to the Trust documentation which an
objective observer would agree reasonably supports the
disputed charges (the "Revised Due Date"). Late charges shall
not begin to accrue as to charges disputed in good faith until
the first business day after the Revised Due Date.
E. The fees and charges set forth on Exhibit A shall increase or
may be increased as follows:
(1) On the first day of each new term, in accordance
with the "Fee Increases" provision in Exhibit A;
(2) DST shall be entitled to reasonably increase the
fees and charges as set forth on Exhibit A upon at
least ninety (90) days prior written notice, if
changes in existing laws, rules or regulations: (i)
require substantial system modifications or (ii)
materially increase cost of performance hereunder;
(3) Upon at least ninety (90) days' prior notice, DST
may impose a reasonable charge for additional
features of TA2000 used by the Funds which features
are not consistent with the Funds' processing
requirements as of the effective date of this
Agreement; and
(4) In the event DST, at a Fund's request or direction,
performs Exception Services, DST shall be entitled to
impose a reasonable increase in the fees and charges
for such Exception Services from those set forth on
Exhibit A to the extent such Exception Services
increase DST's cost of performance.
If DST notifies the Trust of an increase in fees or charges
pursuant to subparagraph (2) of this Section 6.E., the parties shall confer,
diligently and in good faith and agree upon a new fee that fully covers the
Fund's aliquot portion of the cost of developing the new software to comply with
regulatory charges and the increased cost of operation and the cost of increased
operations incurred in connection with performing any new or enhanced functions
required by or used in the business of the Trust.
If DST notifies the Trust of an increase in fees or charges under
subparagraphs (3) or (4) of this Section 6.E., the parties shall confer,
diligently and in good faith, and agree upon a new fee to cover such new fund
feature.
7. Operation of DST System.
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In connection with the performance of its services under this
Agreement, DST is responsible for such items as:
A. That entries in DST's records, and in the Trust's records on
the TA2000 System created by DST, reflect the orders,
instructions, and other information received by DST from the
Trust, the Trust's distributor, any Fund's manager or the
Trust's principal underwriter, each Fund's investment adviser,
each Fund's sponsor, each Fund's custodian, or the Trust's
administrator (each an "Authorized Person"), broker-dealers or
shareholders;
B. That shareholder lists, shareholder account verifications,
confirmations and other shareholder account information to be
produced from its records or data be available and accurately
reflect the data in the Trust's records on the TA2000 System;
C. The accurate and timely issuance of dividend and distribution
checks in accordance with instructions received from the Trust
and the data in the Trust's records on the TA2000 System;
D. That redemption transactions and payments be effected timely,
under normal circumstances on the day of receipt, and
accurately in accordance with redemption instructions received
by DST from Authorized Persons, broker-dealers or shareholders
and the data in the Trust's records on the TA2000 System;
E. The deposit daily in the Trust's appropriate special bank
account of all checks and payments received by DST from NSCC,
broker-dealers or shareholders for investment in Shares;
F. Notwithstanding anything herein to the contrary, with respect
to "as of" adjustments, DST will not automatically assume one
hundred percent (100%) responsibility for losses resulting
from "as ofs" due to clerical errors or misinterpretations of
shareholder instructions, but DST shall in good faith discuss
with the Trust DST's accepting liability for all or a portion
of the cost of an "as of" on a case-by-case basis and shall,
to the extent it is mutually agreed, DST shall accept
financial responsibility for that portion of a particular
situation resulting in a financial loss to a Fund where such
loss is "material", as hereinafter defined, and, under the
particular facts at issue or to the extent that such loss is a
direct result of DST's material breach of its obligations
under this Agreement. A loss is "material" for purposes of
this Section 7.F. when it results in a pricing error on a
given day which is (i) greater than a negligible amount per
shareholder, (ii) equals or exceeds one ($.01) full cent per
share times the number of Shares outstanding or (iii) equals
or exceeds the product of one-half of one percent (1/2%) times
an affected Fund's Net Asset Value per Share times the number
of Shares outstanding (or, in case of (ii) or (iii), such
other amounts as may be adopted by applicable accounting or
regulatory authorities from time to time). When the parties
have mutually agreed that DST shall be responsible to
contribute to the settlement of a loss, DST's responsibility
will commence with that portion of the loss over $0.01 per
share calculated on the basis of the total value of all Shares
owned by the affected portfolio (i.e., on the basis of the
value of the Shares of the total portfolio, including all
classes of that portfolio, not just those of the affected
class);
G. The requiring of proper forms of instructions, signatures and
signature guarantees and any necessary documents supporting
the opening of shareholder accounts, transfers, redemptions
and other shareholder account transactions, all in conformance
with DST's present procedures as set forth in its Legal
Manual, Third Party Check Procedures, Checkwriting Draft
Procedures, and Signature Guarantee Procedures (collectively
the "Procedures") with such changes or deviations therefrom as
may be from time to time required or approved by the Trust for
a Fund, its investment adviser or principal underwriter, or
its or DST's counsel and the rejection of orders or
instructions not in good order in accordance with the
applicable prospectus or the Procedures;
H. The maintenance of customary records in connection with its
agency, and particularly those records required to be
maintained pursuant to subparagraph (2)(iv) of paragraph (b)
of Rule 31a-1 under the Investment Company Act of 1940, if
any; and
I. The maintenance of a current, duplicate set of each Fund's
essential records at a secure separate location, in a form
available and usable forthwith in the event of any breakdown
or disaster disrupting its main operation.
8. Indemnification.
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A. DST, including DST's employees, agents or affiliated
companies to whom DST has subcontracted the performance of any
of DST's obligations under this Agreement (each a "DST Agent")
whether or not such DST Agent is known to the Fund, shall at
all times use reasonable care, due diligence and act in good
faith in performing its duties under this Agreement. No person
or entity shall be a DST Agent unless DST shall control, or
have the ability to control, such agent's performance of DST's
obligations under this Agreement. DST shall be solely
responsible for acts, errors or omissions resulting in
material harm to a Fund committed by its DST Agents. DST shall
provide its services as Transfer Agent in accordance with
Section 17A of the Securities Exchange Act of 1934, and the
rules and regulations thereunder. In the absence of bad faith,
willful
misconduct, knowing violations of applicable law pertaining
to the manner in which transfer agency services are to be
performed by DST (excluding any violations arising directly or
indirectly out of the actions or omissions to act of third
parties unaffiliated with DST), reckless disregard of the
performance of its duties, or negligence on its part, DST
shall not be liable for any action taken, suffered, or omitted
by it or for any error of judgment made by it in the
performance of its duties under this Agreement. For those
activities or actions delineated in the Procedures, DST shall
be presumed to have used reasonable care, due diligence and
acted in good faith if it has acted in accordance with the
Procedures, copies of which have been provided to the Trust
and reviewed and approved by the Trust's counsel, as amended
from time to time with approval of counsel, or for any
deviation therefrom approved by the Trust or DST counsel.
B. DST shall not be responsible for, and the Trust shall
indemnify and hold DST harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments,
expenses and liability which may be asserted against DST or
for which DST may be held to be liable (the "Adverse
Consequences"), arising out of or attributable to:
(1) All actions or omissions to act of DST required to
be taken or omitted by DST pursuant to this
Agreement, provided that DST has acted in good faith
and with due diligence and reasonable care and
further provided DST has not materially breached any
representation or warranties or material obligation
under this Agreement in connection with such action
or omission;
(2) The Trust's refusal or failure to comply with the
terms of this Agreement, the Trust's negligence or
willful misconduct, or the breach of any
representation or warranty of the Trust hereunder;
(3) The good faith reliance on, or the carrying out of,
any written or oral instructions or requests of
persons designated by the Trust in writing (see
Exhibit B) from time to time as authorized to give
instructions on its behalf or representatives of an
Authorized Person or DST's good faith reliance on, or
use of, information, data, records and documents
received from, or which have been prepared and/or
maintained by the Trust, its investment advisor, its
sponsor or its principal underwriter;
(4) Defaults by dealers or shareowners with respect to
payment for share orders previously entered provided
DST has not materially contributed to the occurrence
of the default;
(5) The offer or sale of the Funds' Shares in violation
of any requirement under federal securities laws or
regulations or the securities laws or regulations of
any state or in violation of any stop order or other
determination or ruling by any federal agency or
state with respect to the offer or sale of such
Shares in such state (unless such violation results
from DST's failure to comply with written
instructions of the Trust or of any officer or other
authorized person of the Trust that no offers or
sales be permitted to remain in the Trust's
securityholder records in or to residents of such
state);
(6) The Trust's errors and mistakes in the use of the
TA2000 System, the data center, computer and related
equipment used to access the TA2000 System (the "DST
Facilities"), and control procedures relating thereto
in the verification of output and in the remote input
of data;
(7) Errors, inaccuracies, and omissions in, or errors,
inaccuracies or omissions of DST arising out of or
resulting from such errors, inaccuracies and
omissions in, a Fund's or the Trust's records,
shareholder and other records, delivered to DST
hereunder by or on behalf of the Trust or a Fund or
delivered by the prior agent(s) of the Trust or a
Fund;
(8) Actions or omissions to act by the Trust or agents
designated by the Trust with respect to duties
assumed thereby as provided for in Section 21 hereof;
(9) Solely if the Trust or a Fund elects to have DST
perform Exception Services, DST's performance of
Exception Services except where DST acted or omitted
to act in bad faith, with reckless disregard of its
obligations or with Gross Negligence, as hereinafter
defined; and
(10) Any inaccuracies in dates in any Fund's shareholder
information or history as converted, or any (i)
difficulties or inability of DST or any third party
to manipulate or process date data, or (ii) lack of
functionality (including any errors resulting from
the "windowing" (currently 1950 to 2049) of client's
historical records or non-Year 2000 complaint data
provided to DST by third parties) which, in case of
(i) or (ii) above, arises out of or results from the
failure of a Fund's records to contain date data
feeds in an eight digit, full century format, or any
other such Year 2000 complaint format for data feeds
specified from time to time by DST.
C. Except where DST is entitled to indemnification under Section
8.B. hereof and with respect to "as ofs" to the extent set
forth in Section 7.F., DST shall indemnify and hold the Trust
harmless from and against any and all Adverse Consequences
arising out of DST's failure to comply with the terms of this
Agreement or arising out of or attributable to DST's lack of
good faith, negligence or willful misconduct or breach of any
representation or warranty of DST hereunder; provided,
however, that for any reason other than DST's lack of good
faith, willful misconduct or with Gross Negligence, as
hereinafter defined, DST's cumulative liability during any
term of this Agreement with respect to, arising from or
arising in connection with this Agreement, or from all
services provided or omitted to be provided under this
Agreement, whether in contract, or in tort, or otherwise, is
limited to, and shall not exceed, the aggregate amounts paid
hereunder by the Trust to DST as fees and charges solely on
behalf of or with respect to the Services provided hereunder
to the Fund or Funds seeking indemnification against Adverse
Consequences, but not including reimbursable expenses, during
the twelve (12) months (or the approximate equivalent of
twelve months' fees in cases where less than twelve months
having been elapsed before the act giving rise to DST's
liability) immediately preceding the event giving rise to
DST's liability. For purposes of this Agreement, the term
"Gross Negligence" shall mean an act or omission by a Party
which amounts to indifference to a present legal duty and
utter forgetfulness of its legal obligations so far as the
other Party is concerned. For purposes of determining whether
a Party's act or omission is Grossly Negligent, the trier of
fact will look solely to the behavior inherent in or giving
rise to the act or omission itself without giving any
consideration to the amount or degree of harm caused by the
act or omission.
D. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY TO
THIS AGREEMENT BE LIABLE TO ANYONE, INCLUDING, WITHOUT
LIMITATION TO THE OTHER PARTY, FOR
CONSEQUENTIAL DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY
PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY
THEREOF. In this regard, each party acknowledges that where
the other party is found liable to a third party in an action
where the third party wins a judgment that includes an award
of consequential damages against such other party, all damages
paid by the other party to such third party is direct damages
to the other party and not "consequential damages" as used in
this Section.
E. Promptly after receipt by an indemnified person of notice of
the commencement of any action, such indemnified person will,
if a claim in respect thereto is to be made against an
indemnifying party hereunder, notify the indemnifying party in
writing of the commencement thereof; but the failure so to
notify the indemnifying party will not relieve an indemnifying
party from any liability that it may have to any indemnified
person for contribution or otherwise under the indemnity
agreement contained herein except to the extent it is
prejudiced as a proximate result of such failure to timely
notify. In case any such action is brought against any
indemnified person and such indemnified person seeks or
intends to seek indemnity from an indemnifying party, the
indemnifying party will be entitled to participate in, and, to
the extent that it may wish, assume the defense thereof (in
its own name or in the name and on behalf of any indemnified
party or both with counsel reasonably satisfactory to such
indemnified person); provided, however, if the defendants in
any such action include both the indemnified person and an
indemnifying party and the indemnified person shall have
reasonably concluded that there may be a conflict between the
positions of the indemnified person and an indemnifying party
in conducting the defense of any such action or that there may
be legal defenses available to it and/or other indemnified
persons which are inconsistent with those available to an
indemnifying party, the indemnified person or indemnified
persons shall have the right to select one separate counsel
(in addition to local counsel) to assume such legal defense
and to otherwise participate in the defense of such action on
behalf of such indemnified person or indemnified persons at
such indemnified party's sole expense. Upon receipt of notice
from an indemnifying party to such indemnified person of its
election so to assume the defense of such action and
approval by the indemnified person of counsel, which approval
shall not be unreasonably withheld (and any disapproval shall
be accompanied by a written statement of the reasons
therefor), the indemnifying party will not be liable to such
indemnified person hereunder for any legal or other expenses
subsequently incurred by such indemnified person in connection
with the defense thereof. An indemnifying party will not
settle or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit
or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the
indemnified persons are actual or potential parties to such
claim, action, suit or proceeding) unless such settlement,
compromise or consent includes an unconditional release of
each indemnified person from all liability arising out of such
claim, action, suit or proceeding. An indemnified party will
not, without the prior written consent of the indemnifying
party settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder. If it does so, it
waives its right to indemnification therefor.
9. Certain Covenants of DST and the Trust.
---------------------------------------
A. All requisite steps will be taken by the Trust from time to
time when and as necessary to register the Trust's Shares for
sale in all states in which the Trust's Shares shall at the
time be offered for sale and require registration. If at any
time the Trust will receive notice of any stop order or other
proceeding in any such state affecting such registration or
the sale of the Trust's Shares, or of any stop order or other
proceeding under the federal securities laws affecting the
sale of the Trust's Shares, the Trust will give prompt notice
thereof to DST.
B. DST hereby agrees to perform such transfer agency functions
as are set forth in Section 4.D. above and establish and
maintain facilities and procedures reasonably acceptable to
the Trust for safekeeping of 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, and to carry such insurance as it considers
adequate and reasonably available.
C. To the extent required by Section 31 of the Investment
Company Act of 1940 as amended and Rules thereunder, DST
agrees that all records maintained by DST relating to the
services to be performed by DST under this Agreement are the
property of the Trust and will be preserved and will be
surrendered promptly to the Trust on request.
D. DST agrees to furnish the Trust's annual reports of its
financial condition, consisting of a balance sheet, earnings
statement and any other financial information as reasonably
requested by the Trust and a copy of the SAS 70 Report issued
by its certified public accountants pursuant to Rule 17Ad-13
under the 1934 Act as filed with SEC. The annual financial
statements will be certified by DST's certified public
accountants and the posting of a current copy thereof on DST's
website shall be deemed to be delivery to the Trust.
E. DST represents and agrees that it will use its reasonable
efforts to keep current on the trends of the investment
company industry relating to shareholder services and will use
its reasonable efforts to continue to modernize and improve.
F. DST will permit the Trust and its authorized representatives
(subject to execution of DST's standard confidentiality and
non-use agreement) to make periodic inspections of its
operations as such would involve the Trust at reasonable times
during business hours. DST will permit duly authorized federal
examiners to make periodic inspections of its operations as
such would involve the Trust to obtain, inter alia,
information and records relating to DST's performance of its
Compliance + Program obligations and to inspect DST's
operations for purposes of the Compliance + Program. Any costs
imposed by such examiners in connection with such examination
(other than fines or other penalties) shall be paid by the
Trust.
G. DST shall use its reasonable efforts to provide in Kansas
City at the Trust's expense two (2) man weeks (the equivalent
of 80 hours) of training for the Trust's personnel in
connection with use and operation of the TA2000 System. All
travel and reimbursable expenses incurred by the Trust's
personnel in connection with and during training at DST's
Facility shall be borne by the Trust. At the Trust's option
and expense, DST also agrees to use its reasonable efforts to
provide an additional two (2) man weeks of training at the
Trust's facility for the Trust's personnel in connection with
the conversion to the TA2000 System. Reasonable travel, per
diem and reimbursable expenses incurred by DST personnel in
connection with and during training at the Trust's facility or
in connection with the conversion shall be borne by the Trust.
H. The Trust shall obtain an executed Letter of Intent from each
prospective new client of the Trust prior to DST's being
requested to provide any conversion or setup services
(including planning services) guaranteeing DST's recovery of
the One Time Set-Up Fee in accordance with the terms set forth
on Exhibit A even if such new prospect does not actually
convert onto or does not commence operation on TA2000. In
event of any request to DST by the Trust or its agents, such
request constitutes the Trust's representation, warranty and
covenant that the foregoing provision is in full force and
effect and that DST will be paid the foregoing One Time Set-Up
Fee if due under the terms of Exhibit A.
10. Recapitalization or Readjustment.
---------------------------------
In case of any recapitalization, readjustment or other change
in the capital structure of the Trust requiring acceptance of
Trust Share certificates, DST will register Shares in book
entry format in exchange for, or in transfer of, the
outstanding shares or certificates in the old form, upon
receiving:
A. Written instructions from an officer of the Trust;
B. Certified copy of the amendment to the Declaration of Trust
or other document effecting the change;
C. Certified copy of the order or consent of each governmental
or regulatory authority, required by law to the issuance of
the Shares in the new form, and an opinion of counsel that the
order or consent of no other government or regulatory
authority is required;
D. Reserved;
E. Opinion of counsel for the Trust stating:
(1) The status of the newly issued book entry Shares of
the Trust under the Securities Act of 1933, as
amended and any other applicable federal or state
statute; and
(2) That the newly issued book entry Shares are, and all
unissued Shares will be,when issued, validly issued,
fully paid and nonassessable.
11. Death, Resignation or Removal of Signing Officer.
-------------------------------------------------
The Trust will file promptly with DST written notice of any change in
the officers authorized to provide written instructions or requests,
together with two signature cards bearing the specimen signature of
each newly authorized officer.
12. Future Amendments of Charter and Bylaws.
---------------------------------------------
The Trust will promptly file with DST copies of all material
amendments to its Articles of Incorporation or Bylaws made after the
date of this Agreement.
13. Instructions, Opinion of Counsel and Signatures.
------------------------------------------------
At any time DST may apply to any person authorized by the Trust to
give instructions to DST, and may with the approval of a Trust officer
consult with legal counsel for the Trust, or DST's own legal counsel
and at the expense of the Trust, provided DST's counsel fees are
reasonable, with respect to any matter arising in connection with the
agency and it will not be liable for any action taken or omitted by it
in good faith in reliance upon such instructions or upon the opinion of
such counsel. DST will be protected in acting upon any paper or
document reasonably believed by it to be genuine and to have been
signed by the proper person or persons and will not be held to have
notice of any change of authority of any person, until receipt of
written notice thereof from the Trust. It will also be protected in
recognizing Share certificates which it reasonably believes to bear the
proper manual or facsimile signatures of the officers of the Trust, and
the proper countersignature of any former Transfer Agent or Registrar,
or of a co-Transfer Agent or co-Registrar.
14. Farce Majeure and Disaster Recovery Plans.
------------------------------------------
A. DST shall not be responsible or liable for its failure or
delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control, including,
without limitation: any interruption, loss or malfunction of
any utility, transportation, computer (hardware or software,
provided such equipment has been reasonably maintained) or
communication service; inability to obtain labor, material,
equipment or transportation, or a delay in mails; governmental
or exchange action, statute, ordinance, rulings, regulations
or direction; war, strike, riot, emergency, civil
disturbance, terrorism, vandalism, explosions, labor
disputes, freezes, floods, fires, tornados, acts of God or
public enemy, revolutions, or insurrection; or any other
cause, contingency, circumstance or delay not subject to DST's
reasonable control which prevents or hinders DST's performance
hereunder.
B. DST currently maintains an agreement with a third party
whereby DST is to be permitted to use on a "shared use" basis
a "hot site" (the "Recovery Facility") maintained by such
party in event of a disaster rendering the DST Facilities
inoperable. DST has developed and is continually revising a
business contingency plan (the "Business Contingency Plan")
detailing which, how, when, and by whom data maintained by DST
at the DST Facilities will be installed and operated at the
Recovery Facility. Provided the Trust is paying its pro rata
portion of the charge therefor, DST would, in event of a
disaster rendering the DST Facilities inoperable, use
reasonable efforts to convert the TA2000 System containing the
designated the Trust data to the computers at the Recovery
Facility in accordance with the then current Business
Contingency Plan.
C. DST also currently maintains, separate from the area in which
the operations which provides the services to the Trust
hereunder are located, a Crisis Management Center consisting
of phones, computers and the other equipment necessary to
operate a full service transfer agency business in the event
one of its operations areas is rendered inoperable. The
transfer of operations to other operating areas or to the
Crisis Management Center is also covered in DST's Business
Contingency Plan.
15. Certification of Documents.
---------------------------
The required copy of the Trust's Declaration of Trust and copies of
all amendments thereto will be certified by the Secretary of the
Commonwealth (or other appropriate official) of Massachusetts, and if
such Declaration of Trust and amendments are required by law to be also
filed with a county, city or other officer of official body, a
certificate of such filing will appear on the certified copy submitted
to DST. A copy of the order or consent of each governmental or
regulatory authority required by law to the issuance of the Shares will
be certified by the Secretary or Clerk of such governmental or
regulatory authority, under proper seal of such authority. The copy of
the Bylaws and copies of all amendments
thereto, and copies of resolutions of the Board of Trustees of the
Trust, will be certified by the Secretary or an Assistant Secretary of
the Trust.
16. Records.
--------
DST will maintain customary records in connection with its agency, and
particularly will maintain those records required to be maintained
pursuant to subparagraph (2) (iv) of paragraph (b) of Rule 31a-1 under
the Investment Company Act of 1940, if any.
17. Disposition of Books, Records and Canceled Certificates.
--------------------------------------------------------
DST may send periodically to the Trust, or to where designated by the
Secretary or an Assistant Secretary of the Trust, all books, documents,
and all records no longer deemed needed for current purposes and Share
certificates which have been canceled in transfer or in exchange, upon
the understanding that such books, documents, records, and Share
certificates, if any will be maintained by the Trust under and in
accordance with the re requirements of Section 17Ad-7 adopted under the
Securities Exchange Act of 1934, including by way of example and not
limitation Section 17Ad-7(g) thereof. Such materials will not be
destroyed by the Trust without the consent of DST (which consent will
not be unreasonably withheld), but will be safely stored for possible
future reference.
18. Provisions Relating to DST as Transfer Agent.
---------------------------------------------
A. DST will make original issues of Shares (and, provided the
Trust and DST mutually agree to issuance of certificates,
certificates) upon written request of an officer of the Trust
and upon being furnished with a certified copy of a resolution
of the Board of Directors authorizing such original issue, an
opinion of counsel as outlined in subparagraphs 1.D. and G. of
this Agreement, any documents required by Sections 5. or 10.
of this Agreement, and necessary funds for the payment of any
original issue tax as required in the next Section.
B. Before making any original issue of Shares or certificates,
in the event the Trust and DST agree upon the issuance of
certificated Shares, the Trust will furnish DST with
sufficient funds to pay all required taxes on the original
issue of the Shares, if any. The Trust will furnish DST such
evidence as may be required by DST to show the actual value of
the Shares. If no taxes are payable DST will be furnished with
an opinion of outside counsel to that effect.
C. Shares will be transferred and, provided the Trust and DST
mutually agree to issuance of certificates, new certificates
issued in transfer, or Shares accepted for redemption and
funds remitted therefor, or book entry transfer be effected,
upon surrender of the old certificates in form or receipt by
DST of instructions deemed by DST properly endorsed for
transfer or redemption accompanied by such documents as DST
may deem necessary to evidence the authority of the person
making the transfer or redemption. DST reserves the right to
refuse to transfer or redeem Shares until it is satisfied that
the endorsement or signature on the certificate or any other
document is valid and genuine, and for that purpose it may
require a guaranty of signature in accordance with the
Signature Guarantee Procedures. DST also reserves the right to
refuse to transfer or redeem Shares until it is satisfied that
the requested transfer or redemption is legally authorized,
and it will incur no liability for the refusal in good faith
to make transfers or redemptions which, in its judgment, are
improper or unauthorized. DST may, in effecting transfers or
redemptions, rely upon the Procedures, Simplification Acts,
Uniform Commercial Code or other statutes which protect it and
the Trust in not requiring complete fiduciary documentation.
In cases in which DST is not directed or otherwise required to
maintain the consolidated records of shareholder's accounts,
DST will not be liable for any loss which may arise by reason
of not having such records.
D. When mail is used for delivery of Share certificates, DST
will forward Share certificates in "nonnegotiable" form by
first class or registered mail and Share certificates in
"negotiable" form by registered mail, all such mail deliveries
to be covered while in transit to the addressee by insurance
arranged for by DST.
E. DST will issue and mail subscription warrants, certificates
representing Share dividends, exchanges or split ups, or act
as Conversion Agent upon receiving written instructions from
any officer of the Trust and such other documents as DST deems
necessary.
F. Provided the Trust and DST mutually agree to issuance of
certificates, DST will issue, transfer, and split up
certificates and will issue certificates of Shares
representing full Shares upon surrender of scrip certificates
aggregating one full share or more when presented to DST for
that purpose upon receiving written
instructions from an officer of the Trust and such other
documents as DST may deem necessary.
G. Provided the Trust and DST mutually agree to issuance of
certificates, DST may issue new certificates in place of
certificates represented to have been lost, destroyed, stolen
or otherwise wrongfully taken upon receiving instructions from
the Trust and indemnity satisfactory to DST and the Trust, and
may issue new certificates in exchange for, and upon surrender
of, mutilated certificates. Such instructions from the Trust
will be in such form as will be approved by the Board of
Trustees of the Trust and will be in accordance with the
provisions of law and the bylaws of the Trust governing such
matter.
H. DST will supply a shareholder's list to the Trust for one
special meeting per year at no additional charge upon
receiving a request from an officer of the Trust. It will
also, at the expense of the Trust, supply lists at such other
times as may be requested by an officer of the Trust.
I. Upon receipt of written instructions of an officer of the
Trust, DST will, at the expense of the Trust, address and mail
notices to shareholders.
J. In case of any request or demand for the inspection of the
Share books of the Trust or any other books in the possession
of DST, DST will endeavor to notify the Trust and to secure
instructions as to permitting or refusing such inspection. DST
reserves the right, however, to exhibit the Share books or
other books to any person in case it is advised by its counsel
that it may be held responsible for the failure to exhibit the
Share books or other books to such person.
K. (1) DST shall assist the Trust to fulfill the Trust's
responsibilities under certain provisions of USA
PATRIOT Act, Xxxxxxxx-Xxxxx Act, Title V of Gramm
Xxxxx Xxxxxx Act, Securities Act of 1933, Securities
and Exchange Act of 1934, and Investment Company Act
of 1940, including, inter alia, Rule 38a-1, by
complying with Compliance +TM, a compliance program
that focuses on certain business processes that
represent key activities of the transfer
agent/service provider function (the "Compliance +
Program"), a copy of which has hitherto been made
available to Trust. These business processes are
anti-money laundering, certificate processing,
correspondence processing, fingerprinting, lost
shareholder processing, reconciliation and control,
transaction processing, customer identification,
transfer agent administration and safeguarding fund
assets and securities. DST reserves the right to make
changes thereto as experience suggests alternative
and better ways to perform the affected function. DST
shall provide you with written notice of any such
changes.
(2) DST shall perform the procedures set forth in the
Compliance + Program, as amended by DST from time to
time, which pertain to DST's performance of those
transfer agency services in accordance with the terms
and conditions set forth in this Agreement, (ii)
implement and maintain internal controls and
procedures reasonably necessary to insure that our
employees act in accordance with the Compliance +
Program, and (iii) provide you with written notice of
any material changes made to the Program as attached
hereto.
(3) Notwithstanding the foregoing, DST's obligations
shall be solely as are set forth in this Section and
in the Compliance + Program, as amended, and any of
obligations under the enumerated Acts and Regulations
that DST has not agreed to perform on your behalf
under the Compliance + Program or under this
Agreement shall remain the sole obligation of the
Trust.
19. Provisions Relating to Dividend Disbursing and Paying Agency.
-------------------------------------------------------------
A. DST will, at the expense of the Trust, provide a special form
of check containing the imprint of any device or other matter
desired by the Trust. Said checks must, however, be of a form
and size convenient for use by DST.
B. If the Trust desires to include additional printed matter,
financial statements, etc., with the dividend checks, the same
will be furnished DST within a reasonable time prior to the
date of mailing of the dividend checks, at the expense of the
Trust.
C. If the Trust desires its distributions mailed in any special
form of envelopes, sufficient supply of the same will be
furnished to DST but the size and form of said envelopes will
be subject to the approval of DST. If stamped envelopes are
used, they must be furnished by the Trust; or if postage
stamps are to be affixed to the envelopes, the stamps or the
cash necessary for such stamps must be furnished by the Trust.
D. DST, acting as agent for the Trust, is hereby authorized (1)
to establish in the name of, and to maintain on behalf of, the
Trust, on the usual terms and conditions prevalent in the
industry, including limits or caps based on fees paid over
some period of time on the maximum liability of such Banks, as
hereinafter defined, one or more deposit accounts at a
nationally or regionally known banking institution (the
"Bank") into which DST shall deposit the funds DST receives
for payment of dividends, distributions, purchases of Trust
Shares, redemptions of Trust Shares, commissions, corporate
re-organizations (including recapitalizations or liquidations)
or any other disbursements made by DST on behalf of the Trust
provided for in this Agreement, (2) to draw checks upon such
accounts, to issue orders or instructions to the Bank for the
payment out of such accounts as necessary or appropriate to
accomplish the purposes for which such funds were provided to
DST, and (3) to establish, to implement and to transact Trust
business through Automated Clearinghouse ("ACH"), Draft
Processing, Wire Transfer and any other banking relationships,
arrangements and agreements with such Bank as are necessary or
appropriate to fulfill DST's obligations under this Agreement.
DST, acting as agent for the Trust, is also hereby authorized
to execute on behalf and in the name of the Trust, on the
usual terms and conditions prevalent in the industry,
including limits or caps based on fees paid over some period
of time on the maximum liability of such Banks, agreements
with banks for ACH, wire transfer, draft processing services,
as well as any other services which are necessary or
appropriate for DST to utilize to accomplish the purposes of
this Agreement. In each of the foregoing situations the Trust
shall be liable on such agreements with the Bank as if it
itself had executed the agreement. DST shall not be liable for
any Adverse Consequences arising out of or resulting from
errors or omissions of the Bank provided, however, that DST
shall have acted in good faith, with due diligence and without
negligence.
E. DST is authorized and directed to stop payment of checks
theretofore issued hereunder, but not presented for payment,
when the payees thereof allege either that they have not
received the checks or that such checks have been mislaid,
lost, stolen, destroyed or through no fault of theirs, are
otherwise beyond their control, and cannot be produced by them
for presentation and collection, and, to issue and deliver
duplicate checks in replacement thereof.
20. Assumption of Duties By the Trust or Agents Designated By the Trust.
--------------------------------------------------------------------
A. The Trust or its designated agents other than DST may assume
certain duties and responsibilities of DST or those services
of Transfer Agent and Dividend Disbursing Agent as those terms
are referred to in Section 4.D. of this Agreement including
but not limited to answering and responding to telephone
inquiries from shareholders and brokers, accepting shareholder
and broker instructions (either or both oral and written) and
transmitting orders based on such instructions to DST,
preparing and mailing confirmations, obtaining certified TIN
numbers, classifying the status of shareholders and
shareholder accounts under applicable tax law, establishing
shareholder accounts on the TA2000 System and assigning social
codes and Taxpayer Identification Number codes thereof, and
disbursing monies of the Trust, said assumption to be embodied
in writing to be signed by both parties.
B. To the extent the Trust or its agent or affiliate assumes
such duties and responsibilities, DST shall be relieved from
all responsibility and liability therefor and is hereby
indemnified and held harmless against any liability therefrom
and in the same manner and degree as provided for in Section 8
hereof.
C. Initially the Trust or its designees shall be responsible for
answering and responding to phone calls from shareholders and
broker-dealers.
21. Termination of Agreement.
-------------------------
A. This Agreement shall be in effect for an initial term of five
(5) years from the date set forth at the beginning of this
Agreement. If neither party provides the other party with
notice of termination at least six (6) months' prior to the
end of the then current term, this Agreement shall
automatically extend for the longer of additional, successive
five (5) year terms or for the period set forth in any new
mutually agreed to Fee Schedule as the period during which
such Fee Schedule shall be effective, each such successive
five year term or period set forth in any new Fee Schedule, as
applicable, being a new "term" of this Agreement, upon the
expiration of any term hereof unless terminated as hereinafter
provided. Either part
may terminate this Agreement in the following manner and
under the following circumstances:
(i) WITH RESPECT TO A TERMINATION FOR BREACH UNDER
SECTION 21.B. OF THIS AGREEMENT: upon such date as is
specified in a written notice given by the
terminating party in the event of a material breach
of this Agreement by the other party, provided the
terminating party (A) gives the breaching party such
notice of termination within forty-five days after
the terminating party becomes aware of the occurrence
of such material breach and (B) has notified the
other party of such material breach at least
forty-five (45) days prior to the specified date of
termination. The breaching party shall have
forty-five (45) days after receipt of the notice of
termination to cure the breach or, if the breach is
not capable of remedy within forty-five (45) days, to
commence actions, which if appropriately pursued
would result in the curing of such breach and to
thereafter appropriately pursue such actions. Where
the material breach is not remedied or an appropriate
remedy is not undertaken and pursued as previously
set forth, DST will be due fees from the Trust at the
regular rates as set forth in the then applicable Fee
Schedule for an additional three (3) month period. At
the end of such three (3) month period, or such other
time as mutually agreed to in writing by the parties
hereto, this Agreement shall terminate and the
Trust's data shall be deconverted from TA2000 to the
new recordkeeping and processing system chosen by the
Trust. If the material breach is remedied or an
appropriate remedy is not undertaken and pursued as
previously set forth within such forty-five (45) day
cure period, the Agreement shall continue for the
remainder of the then current Term and any future
Terms.
(ii) with respect to a full termination of this Agreement
by either party as to all Funds and Portfolios of the
Trust, as of the last day of the then current term:
This Agreement may be terminated as aforesaid by
either party giving to the other party at least six
(6) months' written notice prior to the expiration of
the then current Term, provided, however, that the
effective date of any termination shall not occur
during the period from December 15 through March 30
of any year to avoid adversely impacting year end. In
event of a termination under this subsection, no
termination fee shall be owed by the terminating
party to the other party.
(iii) with respect to a partial termination of this
Agreement by the Trust, that is a termination (A)
with respect to all Funds and Portfolios of such
Funds (each a CUSIP) maintained by one or more fund
complexes/management companies, (B) where other fund
complexes/management companies will remain active on
TA2000 under the Trust and this Agreement shall
remain in full force and effect for those other fund
complexes/management companies who remain active on
TA2000, (C) regardless of whether such termination is
a result of the sale, merger, acquisition by another
fund, transfer of accounts or account balances etc.
of all such terminating Funds and Portfolios or their
fund complexes/management companies: this Agreement
may be terminated and deconversion occur upon six (6)
months' notice to DST with respect to such
terminating Funds or Portfolios, provided however,
that the effective date of such partial termination
and any deconversion shall not occur during the
period from December 15 through March 30 of any year
to avoid adversely impacting year end. In the event
of a termination by a Deconverting Fund or Portfolio
under this section, DST may charge, and the Trust
shall pay or shall cause each affected fund
complex/management company to pay, prior to or
contemporaneously with the Deconversion and as
liquidated damages and not as a penalty for such
early termination, with respect to each fund
complex/management company whose Fund(s) or
Portfolio(s) are deconverting, the greater of (Y) the
aggregate fees (exclusive of reimbursements of
out-of-pocket expenses, paid under the Agreement
during the twelve (12) full calendar months
immediately preceding the month in which DST receives
the notice of termination or (Z) $50,000 for each
fund complex/management company whose Fund(s) or
Portfolio(s) are deconverting from TA2000.
(iv) with respect to a full termination of this Agreement
by the Trust, that is a termination (A) with respect
to all Funds and Portfolios of such Funds (each a
CUSIP) of the Trust whose records are maintained on
TA2000, and (B) regardless of whether such
termination is a result of the sale, merger,
acquisition by another fund, transfer of accounts or
account balances etc. of all such terminating Funds
and Portfolios or their fund complexes/management
companies: a termination under this subsection shall
require six (6) months' notice to DST with respect to
such termination and all deconversions, provided
however, that the effective date of any such
deconversion shall not occur during the period from
December 15 through March 30 of any year to avoid
adversely
impacting year end. In the event of a termination by
a Deconverting Fund or Portfolio under this section,
DST may charge, and the Trust shall pay or shall
cause each affected fund complex/management company
to pay, prior to or contemporaneously with the
Deconversion and as liquidated damages and not as a
penalty for such early termination, with respect to
each fund complex/management company whose Fund(s) or
Portfolio(s) are deconverting, the greater of (Y) the
aggregate fees (exclusive of reimbursements of
out-of-pocket expenses) incurred by each fund
complex/management company with respect a to all the
Funds and Portfolios of the Funds of such fund
complex/management company under the Agreement during
the twelve (12) full calendar months immediately
preceding the month in which DST receives the notice
of termination or (Z) $50,000 for each fund
complex/management company whose Fund(s) or
Portfolio(s) are deconverting from TA2000.
(v) with respect to a partial termination of this
Agreement by the Trust, that is a termination (A)
with respect to some but not all Funds and Portfolios
of such Funds (each a CUSIP) inside of a fund
complex/management company, (B) where other Funds of
such fund complex/management company will remain
active on TA2000 under the Trust and this Agreement
shall remain in full force and effect for those other
fund complexes/management companies who remain active
on TA2000, and (C) regardless of whether such
termination is a result of the sale, merger,
acquisition by another fund, transfer of accounts or
account balances etc. of all such terminating Funds
and Portfolios: this Agreement may be terminated and
deconversion occur upon six (6) months' notice to DST
with respect to such terminating Fund(s) or
Portfolio(s), provided however, that the effective
date of such termination and any deconversion shall
not occur during the period from December 15 through
March 30 of any year to avoid adversely impacting
year end. In the event of a termination by a
Deconverting Fund or Portfolio under this section,
DST may charge, and the Trust shall pay or shall
cause each affected fund complex/management company
to pay, the Closed CUSIP Charge set forth on the Fee
Schedule attached hereto as Exhibit A.
B. Each party, in addition to any other rights and remedies,
shall have the right to terminate this Agreement forthwith
upon the occurrence at any time of any of the following events
with respect to the other party:
(1) The bankruptcy of the other party or its assigns or
the appointment of a receiver for the other party or
its assigns; or
(2) Failure by the other party or its assigns to perform
its duties in accordance with the Agreement, which
failure materially adversely affects the business
operations of the first party and which failure
continues for thirty (30) days after receipt of
written notice from the first party.
C. In the event of the full termination of this Agreement, the
Trust will promptly pay DST all amounts due to DST under this
Agreement and DST will use its reasonable efforts, in
accordance with acceptable industry standards, to transfer the
records of the Trust to the designated successor transfer
agent (or a place designated by the Trust in case of a
liquidating termination) within a reasonable time period, to
provide reasonable assistance to the Fund and its designated
successor transfer agent, and to provide other information
relating to its services provided hereunder (subject to the
recompense of DST for such assistance at its standard rates
and fees for personnel then in effect at that time); provided,
however, as used herein "reasonable assistance" and "other
information" shall not include assisting any new service or
system provider to modify, alter, enhance, or improve its
system or to improve, enhance, or alter its current system, or
to provide any new, functionality or to require DST to
disclose any DST Confidential Information, as hereinafter
defined, or any information which is otherwise confidential to
DST.
D. If, prior to converting from the TA2000 System, a Fund or
Portfolio thereof is unable to obtain a commitment from the
new transfer agent that the new transfer agent will perform
year end reporting (tax or otherwise) for the entire year and
mail and file all reports, including by way of example and not
limitation, reports or returns of Form 1099, 5498,m 945, 1042
and 1042S, annual account valuations for retirement accounts
and year end statements for all accounts and any other reports
required to be made by state governments or the federal
government or regulatory agencies (the "Returns") (i) DST
shall perform year end reporting as instructed by the Fund for
the portion of the year DST served as transfer agent and (ii)
DST shall be paid therefore a monthly per CUSIP fee (in
addition to any applicable Closed CUSIP Fee) through the end
of the last month during which the last Return or form is
filed (at its standard rate and fees for personnel then in
effect at that time). The Fund will cause the new transfer
agent to timely advise DST of all changes to the shareholder
records effecting such reporting by DST (including but not
limited to all account maintenance and any "as of processing)
until all DST reporting obligations cease; and DST shall have
no further obligations to the Fund, and the Trust hereby
indemnifies, or shall cause the Fund to indemnify, DST and
holds, or shall cause the Fund to hold, DST harmless against
any Adverse Consequences arising out of or resulting from the
failure of the new transfer agent to timely and properly
advise DST as required by this Agreement or which could have
been avoided if the new transfer agent had timely and properly
advised DST thereof or which occur after the Trust or the Fund
ceases to pay DST to maintain the Fund data on the TA2000
System and DST purges the data of the Fund from the TA2000
System.
E. In the event of a termination by a Fund or Portfolio which is
liquidating and distributing the proceeds thereof to such
shareholders and thereafter closing, such Fund or Portfolio
shall provide DST at least three (3) months prior written
notice of such liquidation, distribution and closing. In such
event, DST may charge reasonable fees as set forth in the then
existing Fee Schedule and reasonable fees for account
maintenance and processing and for all expenses incurred on
the terminated Liquidating Fund's, Portfolio's or Class'
behalf, for the time period required to complete the
liquidation and/or maintain the Liquidating Fund, Portfolio or
Class on DST's TA2000 System for the provision of services,
including services in connection with Internal Revenue Service
reporting or other required regulatory reporting. All such
fees shall be reviewable by the Trust for reasonableness and
shall be paid monthly by the Trust until the liquidation is
complete and the liquidating Fund or Portfolio is purged from
the TA2000 System and DST's services are no longer being
utilized.
22. Confidentiality.
----------------
A. DST agrees that, except as otherwise required by law, DST
will keep confidential all records of and information in its
possession relating to the Fund or its shareholders or
shareholder accounts, including other information that relates
to the business of the Trust, including but not limited to,
Fund securities holdings, trading strategies or merger, sale
or other reorganization plans and will not disclose the same
to any person except at the request or with the consent of the
Trust. For purposes of this provision, the Trust is a
disclosing party with respect to information that is provided
to DST in confidence and to which the Trust has taken
reasonable steps to prevent unrestricted disclosure (a
"Disclosing Party") and other information to which it, as a
Disclosing Party, has made reasonable efforts to maintain its
secrecy.
B. The Trust agrees, except as otherwise required by law, to
keep confidential all financial statements and other financial
records received from DST, the terms and provisions of this
Agreement, all accountant's reports relating to DST, and all
manuals, systems and other technical information and data, not
publicly disclosed, relating to DST's operations and programs
furnished to it by DST pursuant to this Agreement and will not
disclose the same to any person except at the request or with
the consent of DST. For purposes of this provision, DST is a
disclosing party with respect to information that is provided
in confidence to the Trust and to which DST has taken
reasonable steps to prevent unrestricted disclosure (a
"Disclosing Party") and other information to which it, as a
Disclosing Party, has made reasonable efforts to maintain its
secrecy.
C. (1) The Trust acknowledges that DST has proprietary
rights in and to the TA2000 System used to perform
services hereunder including, but not limited to the
maintenance of shareholder accounts and records,
processing of related information and generation of
output, including, without limitation any changes or
modifications of the TA2000 System and any other DST
programs, data bases, supporting documentation, or
procedures (collectively "DST Confidential
Information") which the Fund's access to the TA2000
System or computer hardware or software may permit
the Fund or its employees or agents to become aware
of or to access and that the DST
Confidential Information constitutes confidential
material and trade secrets of DST. The Fund agrees to
maintain the confidentiality of the DST Confidential
Information. For purposes of this provision, the
Trust is a receiving party with regards to DST
Confidential Information it accepts pursuant to the
terms and conditions contained herein ("Receiving
Party").
(2) DST acknowledges that the Trust owns all of the data
supplied by or on behalf of the Trust to DST,
including without limitation to Trust shareholder
records and information. The Trust has proprietary
rights to all such data, records and reports
containing such data (collectively "Trust
Confidential Information") and all records containing
such data will be transferred in accordance with
termination provisions of this Agreement. DST agrees
to maintain the confidentiality of Trust Confidential
Information. For purposes of this provision, DST is a
receiving party with regards to Trust Confidential
Information it accepts pursuant to the terms and
conditions contained herein ("Receiving Party").
(3) Each party to this Agreement acknowledges that any
unauthorized use, misuse, disclosure or taking of the
other party's Confidential Information which is
confidential as provided by law, or which is a trade
secret or other information that relates to the
business and products of the Disclosing Party with
respect to which the Disclosing Party has taken
reasonable steps to prevent unrestricted disclosure,
residing or existing internal or external to a
computer, computer system, or computer network, or
the knowing and unauthorized accessing or causing to
be accessed of any computer, computer system, or
computer network, may be subject to civil liabilities
and criminal penalties under applicable state law.
Each party to this Agreement will advise all of its
employees and agents who have access to any of the
other party's Confidential Information or, in the
case of DST, to any computer equipment capable of
accessing DST or DST hardware or software of the
foregoing.
(4) Each party to this Agreement acknowledges that
disclosure of a Disclosing Party's Confidential
Information may give rise to an irreparable injury to
such Disclosing Party inadequately compensable in
damages. Accordingly, a Disclosing Party may seek
(without the posting of any bond or other security)
injunctive relief against the breach of the foregoing
undertaking of confidentiality and nondisclosure, in
addition to any other legal remedies which may be
available, and each Party consents to the obtaining
of such injunctive relief. All of the undertakings
and obligations relating to confidentiality and
nondisclosure, whether contained in this Section or
elsewhere in this Agreement shall survive the
termination or expiration of this Agreement for a
period of ten (10) years.
(5) Confidential Information shall not include any
information that:
Is now or hereafter becomes available to the public
without a breach by the Receiving Party of the terms
of this Agreement, but only to the extent the
Confidential Information becomes available to the
public; or
Was known to and documented in writing in the
possession of the Receiving Party before its
disclosure hereunder; or
Becomes available to the Receiving Party without
restrictions on its use or further disclosure; or
Is independently developed by the Receiving Party
after Receiving Party has provided clear and
convincing evidence of such independent development;
or
Is disclosed pursuant to judicial action, provided
Recipient shall give at least 10 days written notice
to Disclosing Party of the request for disclosure in
a judicial action and no suitable protective order,
or equivalent remedy is available. This information
is no longer Confidential Information only to the
extent disclosed by the judicial action and subject
to the restrictions ordered by the court.
If the Receiving Party believes any of the above
exceptions apply to the Confidential Information of
the Disclosing Party, the Receiving Party shall
provide the Disclosing Party with at least 20 days
written notice of Receiving Party's intent to
disclose the Confidential Information to a third
party prior to such disclosure.
23. Changes and Modifications.
--------------------------
A. During the term of this Agreement DST will use on behalf of
the Fund without additional cost all modifications,
enhancements, or changes which DST may make to the TA2000
System in the normal course of its business and which are
applicable to functions and features offered by the Fund,
unless substantially all DST clients are charged separately
for such modifications, enhancements or changes, including,
without limitation, substantial system revisions or
modifications necessitated by changes in existing laws, rules
or regulations. The Fund agrees to pay DST promptly for
modifications and improvements that are charged for separately
at the rate provided for in DST's standard pricing schedule
which shall be identical for substantially all clients, if a
standard pricing schedule shall exist. If there is no standard
pricing schedule, the parties shall mutually agree upon the
rates to be charged.
B. DST shall have the right, at any time and from time to time,
to alter and modify any systems, programs, procedures or
facilities used or employed in performing its duties and
obligations hereunder; provided that the Fund will be notified
as promptly as possible prior to implementation of such
alterations and modifications and that no such alteration or
modification or deletion shall materially adversely change or
affect the operations and procedures of the Fund in using or
employing the TA2000 System or DST Facilities hereunder or the
reports to be generated by such system and facilities
hereunder, unless the Fund is given thirty (30) days prior
notice to allow the Fund to change its procedures and DST
provides the Fund with revised operating procedures and
controls.
C. All enhancements, improvements, changes, modifications or new
features added to the TA2000 System however developed or paid
for shall be, and shall remain, the confidential and exclusive
property of, and proprietary to, DST.
24. Subcontractors.
---------------
Provided DST used reasonable care in their selection, nothing herein
shall impose any duty upon DST in connection with or make DST liable
for the actions or omissions to act of unaffiliated third parties such
as, by way of example and not limitation, Airborne Services, NSCC,
Trans Union, ChoicePoint, custodial banks, pricing services, the U.S.
mails and telecommunication companies, provided, if DST selected such
company, DST shall have exercised due care in selecting the same.
25. Limitations on Liability.
-------------------------
A. If the Trust is comprised of more than one Fund (or if a Fund
is comprised of more than one Portfolio), each Fund or
Portfolio shall be regarded for all purposes hereunder as a
separate party apart from each other Fund or Portfolio. Unless
the context otherwise requires, with respect to every
transaction covered by this Agreement, every reference herein
to the Trust shall be deemed to relate solely to the
particular Fund or Portfolio to which such transaction
relates. Under no circumstances shall the rights, obligations
or remedies with respect to a particular Fund or Portfolio
constitute a right, obligation or remedy applicable to any
other Fund or Portfolio. The use of this single document to
memorialize the separate agreement of each Fund or Portfolio
is understood to be for clerical convenience only and shall
not constitute any basis for joining the Funds or Portfolios
for any reason.
B. Notice is hereby given that a copy of the Trust's Trust
Agreement and all amendments thereto is on file with the
Secretary of the Commonwealth of Massachusetts; that this
Agreement has been executed on behalf of the Trust by the
undersigned duly authorized representative of the Trust in
his/her capacity as such and not individually; and that the
obligations of this Agreement shall only be binding upon the
assets and property of the Trust and shall not be binding upon
any trustee, officer or shareholder of the Trust individually.
26. Miscellaneous.
--------------
A. This Agreement shall be construed according to, and the
rights and liabilities of the parties hereto shall be governed
by, the laws of the State of Delaware, excluding that body of
law applicable to choice of law.
B. All terms and provisions of this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the
parties hereto and their respective successors and permitted
assigns.
C. The representations and warranties, and the indemnification
extended hereunder, if any, are intended to and shall continue
after and survive the expiration, termination or cancellation
of this Agreement.
D. No provisions of this Agreement may be amended or modified in
any manner except by a written agreement properly authorized
and executed by each party hereto.
E. The captions in this Agreement are included for convenience
of reference only, and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or
effect.
F. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
G. If any part, term or provision of this Agreement is by the
courts held to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall be
considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
H. This Agreement may not be assigned by the Trust or DST
without the prior written consent of the other.
I. Neither the execution nor performance of this Agreement shall
be deemed to create a partnership or joint venture by and
between the Trust and DST. It is understood and agreed that
all services performed hereunder by DST shall be as an
independent contractor and not as an employee of the Trust.
This Agreement is between DST and the Trust and neither this
Agreement nor the performance of services under it shall
create any rights in any third parties. There are no third
party beneficiaries hereto.
J. Except as specifically provided herein, this Agreement does
not in any way affect any other agreements entered into among
the parties hereto and any actions taken or omitted by any
party hereunder shall not affect any rights or obligations of
any other party hereunder.
K. The failure of either party to insist upon the performance of
any terms or conditions of this Agreement or to enforce any
rights resulting from any breach of any of the terms or
conditions of this Agreement, including the payment of
damages, shall not be construed as a continuing or permanent
waiver of any such terms, conditions, rights or privileges,
but the same shall continue and remain in full force and
effect as if no such forbearance or waiver had occurred.
L. This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement, draft or
agreement or proposal with respect to the subject matter
hereof, whether oral or written, and this Agreement may not be
modified except by written instrument executed by both
parties.
M. All notices to be given hereunder shall be deemed properly
given if delivered in person or if sent by U.S. mail, first
class, postage prepaid, or if sent by facsimile and thereafter
confirmed by mail as follows:
If to DST:
DST Systems, Inc.
000 X 00xx Xxxxxx 0xx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Group Vice President-Full Service
Facsimile No.: 000-000-0000
With a copy of non-operational notices to:
DST Systems, Inc.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Legal Department
Facsimile No.: 000-000-0000
If to the Trust:
SEI Global Funds Services
Xxx Xxxxxxx Xxxxxx Xxxx
Xxxx, XX 00000
Attn:
Facsimile No.:
or to such other address as shall have been specified in
writing by the party to whom such notice is to be given.
N. DST and the Trust (including all agents of the Trust) agree
that, during any term of this Agreement and for twelve (12)
months after its termination, neither party will solicit for
employment or offer employment to any employees of the other.
O. The representations and warranties contained herein shall
survive the execution of this Agreement. The representations
and warranties contained in this Section, Section 27.O. and
the provisions of Section 8 hereof shall survive the
termination of the Agreement and the performance of services
hereunder until any statute of limitations applicable to the
matter at issues shall have expired.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers, to be effective as of the
day and year first above written.
DST SYSTEMS, INC.
By: /s/ illegible signature
Title: Vice President
ADVISORS INNER CIRCLE FUND,
Name: /s/ Xxxxx Xxxxxx
Title: Vice President
AIC FSA (Execution Version 04-10-07)
EXHIBIT A TO THE AGENCY AGREEMENT
BETWEEN DST AND ADVISORS' INNER CIRCLE FUND
PAGE 1 OF 5
DST SYSTEMS, INC.
ADVISORS INNER CIRCLE FEE SCHEDULE
EFFECTIVE APRIL 1, 2006 - MARCH 31, 2009
* FEE SCHEDULE APPLIES TO EACH INDIVIDUAL ADVISORS INNER CIRCLE CLIENT ON A
STAND ALONE BASIS
I. TRANSFER AGENCY
A. MINIMUM FEE
CUSIPS in the range 1 - 10 $23,936 per CUSIP per year
CUSIPS in the range > 10 $17,952 per CUSIP per year
Institutional Money Market CUSIPS(1) $45,000 per CUSIP per year
(Note: Minimum applies unless charges included in Section B exceed the minimum.)
B. ACCOUNT MAINTENANCE AND PROCESSING FEES
April 1, 2006 - March 31, 2007
Non Level 3 Open Accounts $31.50 per account per year
Level 3 Open Accounts $31.50 per account per year
April 1, 2007 - March 31, 2008
Non Level 3 Open Accounts $31.50 per account per year
Level 3 Open Accounts
0 - 25,000 Accounts $27.00 per account per year
25,000 - 50,000 Accounts $25.65 per account per year
50,000 and greater $24.37 per account per year
April 1, 2008 - March 31, 2009
Non Level 3 Open Accounts $31.50 per account per year
Level 3 Open Accounts
0 - 25,000 Accounts $22.50 per account per year
25,000 - 50,000 Accounts $21.38 per account per year
50,000 and greater $20.31 per account per year
Closed Accounts $3.61 per account per year
-------------------------------------
(1) Applies only to new Institutional Money Market CUSIPS as of 4/1/06.
EXHIBIT A TO
THE AGENCY AGREEMENT
BETWEEN DST AND ADVISORS' INNER CIRCLE FUND
PAGE 2 OF 5
C. ONE TIME SET-UP FEES
New Fund for Existing Management Company $1,000 per CUSIP
New Management Company with a Single Fund $2,500 per mgt. company
New Management Company with Multiple Funds $5,000 per mgt. company
D. OTHER SERVICES
Institutional Manual Transactions (2) $8.24 per item
Lost Shareholder Compliance $1.46 per lost S/H
account +
$1.83 per database
match
12b-1 Processing $0.22 per open & closed
acct per cycle
CDSC Sharelot Processing $2.41 per account per
year
Disaster Recovery* $0.20
Anti-Money Laundering Fees*
Foreign Accts $0.20 per open acct per
year
Non-Foreign Accts $0.15 per open acct per
(subject to a $100 monthly year
management company minimum)
Ad-Hoc Reporting:
Multi File Reports $504 per report
Single Reports $315 per report
Escheatment Costs $153 per CUSIP per
filing +
$1.83 per item + OOP
Costs
Short Term Trader Fees*
90 Days or Less $0.06 per account per
year
91 Days - 180 Days $0.12 per account per
year
181 Days - 270 Days $0.18 per account per
year
271 Days - 366 Days $0.24 per account per
year
367 Days - 2 Years $0.36 per account per
year
Personal Performance Measurement Reporting $0.12 per account per
(subject to a $500 minimum per run) run
TA2000 Voice System Exhibit A.1
NSCC Exhibit A.2
Financial Intermediary Interfaces Exhibit A.3
Fund Closing/Deconversion Exhibit B.1
----------------------------------
(2) See Exhibit B.2
EXHIBIT A TO THE AGENCY AGREEMENT
BETWEEN DST AND ADVISORS' INNER CIRCLE FUND
PAGE 3 OF 5
Conversion/Acquisition Costs - Out of Pocket expenses including, but not limited
to travel and accommodations, programming, training, equipment installation,
etc.
* Computer/Technical Support (2006 Rates)(3)
Business Analyst/Tester:
Dedicated $117,700 per year
On-Request $104.40 per hour
CCBOL Programmer:
Dedicated $198,450 per year
On-Request $157.60 per hour
Workstation Programmer:
Dedicated $227,450 per year
On-Request $186.70 per hour
WEB Developer:
Dedicated $242,810 per year
On-Request $200.80 per hour
Full Service Support:
Senior Staff Support $75.00 per hour
Staff Support $55.00 per hour
Clerical Support $45.00 per hour
NOTES TO THE ABOVE FEE SCHEDULE
1. OPEN AND CLOSED ACCOUNTS FEES
The month y fee for an open account shall be charged in the month during which
an account is opened through the month in which such account is closed. The
monthly fee for a closed account shall be charged in the month following the
month during which such account is closed and shall cease to be charged in the
month following the Purge Date, as hereinafter defined. The "Purge Date" for any
year shall be any day after June 1st of that year, as selected by the Fund,
provided that written notification is presented to DST at least forty-five (45)
days prior to the Purge Date.
2. FEE INCREASES
The fees and charges set forth in this fee schedule are guaranteed through March
31, 2008 and then shall increase annually upon each anniversary of this
Agreement over the fees and charges during the prior 12 months in an amount not
less than the annual percentage of change in the Consumer Price Index (CPI-U) in
the Kansas City, Missouri-Kansas Standard Metropolitan Statistical Area, All
Items, Base 1982- 1984=100, as last reported by the U.S. Bureau of Labor
Statistics. Items marked by an "*" are subject to change with 60 days notice. In
the event that this Agreement was not signed as of the first day of the month,
the fees and charges increase shall be effective as of the first day of the
month immediately following the month during which the anniversary occurred.
-------------------------------------
(3) These rates, increase annually as of each January 1st as the salaries paid
by DST to the affected category increases.
EXHIBIT A TO THE AGENCY AGREEMENT
BETWEEN DST AND ADVISORS' INNER CIRCLE FUND
PAGE 4 OF 5
3. LATE FEES
Any fees or reimbursable expenses not paid within 30 days of the date of the
original invoice will be charged a late payment fee of 1.5% per month until
payment is received.
4. Establishing a new Fund requires a minimum of 30 days advance notice.
5. Establishing a new management company requires a minimum of 60 days
advance notice.
6. The One Time Set- Up fees will only be charged in the event that a
new fund(s) and/or new management company does not go live, including seed
money, during the month it was scheduled to go live. The One Time Set- Up fees
for a new Management Company do not include the DST programming hours to set up
the INVESTOR product nor do they include the DSTO programming charges.
7. If a new Fund goes live after the 16th of the month with funded
assets, including seed money, the CUSIP and Open Account charges for that month
will be charged at a 50% discount of the current rate.
8. TERMINATION FEES
To be assessed by DST and paid by the Trust in accordance with the provisions of
Section 21 of the Agreement
EXHIBIT A TO THE AGENCY AGREEMENT
BETWEEN DST AND ADVISORS' INNER CIRCLE FUND
PAGE 5 OF 5
REIMBURSABLE EXPENSES
This schedule does not include reimbursable expenses that are incurred on the
Fund's behalf. Examples of reimbursable expenses include, but are not limited to
the items listed below.
REIMBURSABLE EXPENSES
Forms
Postage (to be paid in advance if so requested)
Mailing Services
Computer Hardware and Software - specific to Fund or installed at
remote site at
Fund's direction Telecommunications Equipment and Lines/Long
Distance Charges
Magnetic Tapes, Reels or Cartridges
Magnetic Tape Handling Charges
Microfiche/Microfilm Freight Charges
Printing
Bank Wire and ACH Charges
Proxy Processing - per proxy mailed not including postage
Includes: Proxy Card
Printing
Outgoing Envelope
Return Envelope
Tabulation and Certification
T.I.N. Certification (W8 & W9)
(Postage associated with the return envelope is included)
Off-site Record Storage
Second Site Disaster Backup Fee (per account) Currently $.20, subject
to change annually
Travel, Per Diem and other Billables incurred by DST personnel
traveling to, at and from the Fund at the request of the Fund.
Base Compliance Program Expense - $175,0004
---------------------------------------
(4) Will not increase by more than 10% in years 2 and 3 provided there
are no material changes in the regulatory environment DST and SEI will review
annually the number of clients/management companies to determine whether or not
there has been a material impact which would warrant a change in the Compliance
Program expense.
TA2000 VOICE SYSTEM EXHIBIT A.1
FEE SCHEDULE
PER CALL SERVICE FEE
-----------------------
Utilization of DST's TA2000 Voice System is based on a service fee of $.24 per
call. Each call has a maximum duration of seven (7) minutes. This charge is a
flat rate regardless of the number or type of transactions that a shareholder
processes during the call. A given call could result in inquiries and/or
transactions being processed for various funds in the complex. Therefore, on a
monthly basis, DST will report the number of inquiries and/or transactions
processed by fund. A percentage of the total will be derived and reported for
each fund. As a result of this process, DST will allocate the charges among the
individual funds.
MULTIPLE CALL FLOWS
An additional fee of $525 per month will be charged for each additional call
flow that requires different flows, functions, vocabulary, processing, rules or
access method. An additional fee of $210 per month will be charged for each
additional call flow that is identical in flows, functions, vocabulary,
processing rules or access method.
MINIMUM MONTHLY CHARGE
DST's commitment to the reliability and continued enhancement of the TA2000
Voice System necessitates a minimum monthly charge for the service. The minimum
monthly charge will only be assessed when it is greater than the monthly service
fees. The minimum monthly charge will be implemented on a graduated basis based
on the number of CUSIPS and shareholders in a fund complex and is the sum of the
CUSIP and account charges. The schedule for this charge is as follows:
YEARS CHARGE PER CHARGE PER
OF CUSIP AUTHORIZED SHAREHOLDER
SERVICE FOR SERVICE* ACCOUNT**
1 $ 58 $.003
2 $ 85 $.004
3 $114 $.005
CUSIPS ADDED TO THE SERVICE will be subject to the same minimums being
charged to the other CUSIPS in the complex at the time the CUSIPS are
added.
** THE PER ACCOUNT CHARGE is based on the total number of shareholder
accounts in authorized CUSIPS at the end of each month.
OUT OF POCKET COSTS
Each fund complex will require a unique WATS number for their shareholders to
call. Each WATS number will require a specific number of trunks to service a
given volume of shareholder calls. All installation and monthly usage charges
associated with these will be billed through monthly out-of-pocket invoices.
EXHIBIT A.2
NSCC FEES AND OUT-OF-POCKET EXPENSES
DST FEES
DST charges $1,713 per CUSIP per year for the NSCC platform
NSCC PARTICIPANT FEES
The NSCC charges $40 per month per NSCC Participant any for CPU
access/shared line costs.
A combined participant base fee of $200 per month is charged for the
following services:
FUND/SERV:
----------
The NSCC charges an activity charge of $.175 per inputted transaction.
Transactions include purchases, redemptions and exchanges.
NETWORKING:
-----------
- $.02 per account for funds paying dividends on a monthly basis
- $.01 per account for funds paying dividends other than monthly
COMMISSION SETTLEMENT:
----------------------
- $.30 per hundred records, per month, for one to 500,000 records;
there is a $50 per month minimum processing charge
- $.20 per hundred records, per month, for 500,001 to 1,000,000 records
- $.10 per hundred records, per month, for 1,000,001 records and above
MUTUAL FUND PROFILE SERVICE MONTHLY MEMBERSHIP FEE
--------------------------------------------------
- $325.00 per month
SETTLING BANK FEES
The fund may be charged fees by the Funds Settling Bank at
which the net settlement account resides for monthly maintenance of
this account. These are negotiated directly between the Fund and
the Settling Bank.
EXHIBIT A.3
FINANCIAL INTERMEDIARY/THIRD PARTY ADMINISTRATOR FEES
Base Fee (per intermediary per month) $114.33
Phone Calls (inbound/outbound) $4.57 (1)
Transactions:
Manual Same Day (T) Processing/Settlement
Environments (not processed until money received) $4.00/each (1)
Manual or Automated Non-Same Day (T+x) Processing/
Settlement Environments (systematic "as-of" T Nav,
adjusted supersheets, expedited money movement) $12.57/each
All Inbound Electronic Data Transmissions
Data Transmissions/Interfaces:
First 10 Intermediaries $58/intermediary/mo
Next 15 Intermediaries $45/intermediary/mo
Intermediaries over 25 $35/intermediary/mo
Initial Set-up Standard Programming/Client Services Fee
Note: DST will assess charges to receivers of outbound electronic data
transmissions comprised of an initial setup fee, and a monthly fee based on the
number of management companies being accessed.
(1) If the Transfer Agency fee agreement has lower stated rates for phone calls
and manual same day (T) transactions DST will honor those stated rates.
EXHIBIT B.1
FUND CLOSING / DECONVERSION FEE SCHEDULE
--------------------------------------------------------------------------------
Fees effective as of fund closing or deconversion:
Closed Accounts As stated in fee schedule
Closed CUSIP Fee $172 per closed CUSIP per month
Above charges are effective through May of the following year to
compensate DST for tax reporting and statement production.
Programming
As required at DST's then current standard rates.
Reimbursable Expenses
This schedule does not include reimbursable expenses that are incurred on the
Fund's behalf. Examples of such reimbursable expenses include but are not
limited to forms, postage, mailing services, telephone line/long distance
charges, transmission of statement data for remote print/mail operations, remote
client hardware, document storage, tax certification mailings, magnetic tapes,
printing, microfiche, Fed wire bank charges, ACH bank charges, NSCC charges, as
required or incurred, etc. Reimbursable expenses are billed separately from
Account Maintenance and Programming fees on a monthly basis.
EXHIBIT B.2
INSTITUTIONAL MANUAL TRANSACTIONS
The Institutional Manual transaction charge listed on page 1 of the fee schedule
applies to new management companies added after April 1, 2006. The following
management companies are grandfathered and not assessed this charge:
Acadian
Analytic
Cambiar
Edgewood
Fiduciary Management Association
First Manhattan
Haverford
HGK
Investment Counselors of Maryland
LSV
XxXxx
Rice Xxxx Xxxxx
Sterling
Thompson, Siegel, and Xxxxxxxx
Westwood
