TRANSFER AGENCY AND REGISTRAR AGREEMENT
THIS AGREEMENT, dated as of __________, 2000 between the Munder @Vantage Fund
(the "Fund"), a Delaware business trust having its offices at 000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, XX 00000, and PFPC Inc. (the "PFPC"), a Massachusetts
corporation with principal offices at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000.
WITNESSETH
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WHEREAS, the Fund desires to appoint PFPC as its transfer agent, dividend
disbursing agent and agent in connection with certain other activities and PFPC
desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, the Fund and PFPC agree as follows:
1. Definitions. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:
(a) "Articles of Incorporation" shall mean the Articles of Incorporation,
Declaration of Trust, Partnership Agreement, or similar organizational document
as the case may be, of the Fund as the same may be amended from time to time.
(b) "Authorized Person" shall be deemed to include any person, whether or
not such person is an officer or employee of the Fund, duly authorized to give
Oral Instructions or Written Instructions on behalf of the Fund as indicated in
a certificate furnished to PFPC pursuant to Section 4(c) hereof as may be
received by PFPC from time to time.
(c) "Board of Directors" shall mean the Board of Directors, Board of
Trustees or, if the Fund is a limited partnership, the General Partner(s) of the
Fund, as the case may be.
(d) "Commission" shall mean the Securities and Exchange Commission.
(e) "Fund" shall mean the entity executing this Agreement.
(f) "Custodian" refers to any custodian or subcustodian of securities
and other property which the Fund may from time to time deposit, or cause to be
deposited or held under the name or account of such a custodian pursuant to a
Custodian Agreement.
(g) "1940 Act" shall mean the Investment Company Act of 1940.
(h) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by PFPC from a person reasonably believed by
PFPC to be an Authorized Person.
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(i) "Prospectus" shall mean the most recently dated Fund Prospectuses
and Statements of Additional Information, including any supplements thereto if
any, which have become effective under the Securities Act of 1933 and the 1940
Act.
(j) "Shares" refers collectively to such shares of capital stock,
beneficial interest or limited partnership interests, as the case may be, of the
Fund as may be issued from time to time and, if the Fund is a closed-end or a
series Fund, as such terms are used in the 1940 Act any other classes or series
of stock, shares of beneficial interest or limited partnership interests that
may be issued from time to time.
(k) "Shareholder" shall mean a holder of shares of capital stock,
beneficial interest or any other class or series, and also refers to partners of
limited partnerships.
(l) "Written Instructions" shall mean a written communication signed
by a person reasonably believed by PFPC to be an Authorized Person and actually
received by PFPC. Written Instructions shall include manually executed originals
and authorized electronic transmissions, including telefacsimile of a manually
executed original or other process.
2. Appointment of PFPC. The Fund hereby appoints and constitutes PFPC as
transfer agent, registrar and dividend disbursing agent for Shares of the Fund
and as shareholder servicing agent for the Fund. PFPC accepts such appointments
and agrees to perform the duties hereinafter set forth.
3. Compensation.
(a) The Fund will compensate or cause PFPC to be compensated for the
performance of its obligations hereunder in accordance with the fees set forth
in the written schedule of fees annexed hereto as Schedule A and incorporated
herein. PFPC will transmit an invoice to the Fund as soon as practicable after
the end of each calendar month which will be detailed in accordance with
Schedule A, and the Fund will pay to PFPC the amount of such invoice within
fifteen (15) days after the Fund's receipt of the invoice.
(b) In addition, the Fund agrees to pay, and will be billed separately
for, out-of-pocket expenses incurred by PFPC in the performance of its duties
hereunder. Out-of-pocket expenses shall include, but shall not be limited to,
the items specified in the written schedule of out-of-pocket charges annexed
hereto as Schedule B and incorporated herein. Schedule B may be modified by PFPC
upon mutual consent of the parties hereto. Unspecified out-of-pocket expenses
shall be limited to those out-of-pocket expenses reasonably incurred by PFPC in
the performance of its obligations hereunder. Reimbursement by the Fund for
expenses incurred by PFPC in any month shall be made as soon as practicable but
no later than 15 days after the receipt of an itemized xxxx from PFPC.
(c) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule A, a revised fee schedule executed and dated by
the parties hereto.
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4. Documents. In connection with the appointment of PFPC the Fund shall
deliver or caused to be delivered to PFPC the following documents on or before
the date this Agreement goes into effect, but in any case within a reasonable
period of time for PFPC to prepare to perform its duties hereunder:
(a) If applicable, specimens of the certificates for Shares of the Fund;
(b) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Fund;
(c) A signature card bearing the signatures of any officer of the Fund
or other Authorized Person who will sign Written Instructions or is authorized
to give Oral Instructions;
(d) A certified copy of the Articles of Incorporation, as amended;
(e) A certified copy of the By-laws of the Fund, as amended;
(f) A copy of the resolution of the Board of Directors authorizing the
execution and delivery of this Agreement;
(g) A certified list of Shareholders of the Fund with the name, address
and taxpayer identification number of each Shareholder, and the number of Shares
of the Fund held by each, certificate numbers and denominations (if any
certificates have been issued), lists of any accounts against which stop
transfer orders have been placed, together with the reasons therefor, and the
number of Shares redeemed by the Fund; and
(h) An opinion of counsel for the Fund with respect to the validity of
the Shares and the status of such Shares under the Securities Act of 1933, as
amended.
5. Further Documentation. The Fund will also furnish PFPC with copies of the
following documents promptly after the same shall become available:
(a) each resolution of the Board of Directors authorizing the issuance of
Shares;
(b) any registration statements filed on behalf of the Fund and all
pre-effective and post-effective amendments thereto filed with the Commission;
(c) a certified copy of each amendment to the Articles of Incorporation or
the By-laws of the Fund;
(d) certified copies of each resolution of the Board of Directors or
other authorization designating Authorized Persons; and
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(e) such other documents or opinions as PFPC may reasonably request in
connection with the performance of its duties hereunder.
6. Representations of the Fund. The Fund represents to PFPC that all
outstanding Shares are validly issued, fully paid and non-assessable. When
Shares are hereafter issued in accordance with the terms of the Fund's Articles
of Incorporation and its Prospectus, such Shares shall be validly issued, fully
paid and non-assessable.
7. Structure of the Fund. PFPC understands that the Fund is organized and
structured as a close-end, interval fund pursuant to Rule 23c-3 under the 1940
Act, and that the Fund intends to make quarterly repurchase offers commencing
prior to approximately six months from the date the Fund's registration
statement is declared effective by the Commission, as described in the Fund's
Prospectus.
8. Distributions Payable in Shares. In the event that the Board of
Directors of the Fund shall declare a distribution payable in Shares, the Fund
shall deliver or cause to be delivered to PFPC written notice of such
declaration signed on behalf of the Fund by an officer thereof, upon which PFPC
shall be entitled to rely for all purposes, certifying (i) the identity of the
Shares involved, (ii) the number of Shares involved, and (iii) that all
appropriate action has been taken.
9. Duties of the PFPC. PFPC shall be responsible for administering and/or
performing those functions typically performed by a transfer agent; for acting
as service agent in connection with dividend and distribution functions; and for
performing shareholder account and administrative agent functions in connection
with the issuance, redemption or repurchase (including coordination with the
Custodian) of Shares in accordance with the terms of the Prospectus, applicable
law and this Agreement including without limitation, those duties specified in
Schedule C attached hereto. In addition, the Fund shall deliver to PFPC all
notices issued by the Fund with respect to the Shares in accordance with and
pursuant to the Articles of Incorporation or By-laws of the Fund or as required
by law and shall perform such other specific duties as are set forth in the
Articles of Incorporation including the giving of notice of any special or
annual meetings of shareholders and any other notices required thereby.
10. Record Keeping and Other Information. PFPC shall create and maintain all
records required of it pursuant to its duties hereunder and as set forth in
Schedule C in accordance with all applicable laws, rules and regulations,
including records required by Section 31(a) of the 1940 Act. All such records
shall be the property of the Fund and shall be available during regular business
hours for inspection, copying and use by the Fund. Where applicable, such
records shall be maintained by PFPC for the periods and in the places required
by Rule 31a-2 under the 1940 Act. Upon termination of this Agreement, PFPC shall
deliver all such records to the Fund or such person as the Fund may designate.
Upon reasonable notice by the Fund, PFPC shall make available during
regular business hours such of its facilities and premises employed in
connection with the performance of its duties under this Agreement for
reasonable visitation by the Fund, or any person retained by the Fund as may be
necessary for the Fund to evaluate the quality of the services performed by PFPC
pursuant hereto.
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11. Other Duties. In addition to the duties set forth in Schedule C, PFPC
shall perform such other duties and functions, and shall be paid such amounts
therefor, as may from time to time be agreed upon in writing between the Fund
and PFPC. The compensation for such other duties and functions shall be
reflected in a written amendment to Schedule A or B and the duties and functions
shall be reflected in an amendment to Schedule C, both dated and signed by
authorized persons of the parties hereto.
12. Reliance by PFPC; Instructions.
(a) Provided the standard of care in Section 13 has been met, PFPC will
have no liability when acting upon Written or Oral Instructions believed to have
been executed or orally communicated by an Authorized Person and will not be
held to have any notice of any change of authority of any person until receipt
of a Written Instruction thereof from the Fund pursuant to Section 4(c).
Provided the standard of care in Section 13 has been met, PFPC will also have no
liability when processing Share certificates which it reasonably believes to
bear the proper manual or facsimile signatures of the officers of the Fund and
the proper countersignature of PFPC.
(b) At any time, PFPC may apply to any Authorized Person of the Fund
for Written Instructions and may seek advice from legal counsel for the Fund, or
its own legal counsel, with respect to any matter arising in connection with
this Agreement, and provided the standard of care in Section 13 has been met, it
shall not be liable for any action taken or not taken or suffered by it in good
faith in accordance with such Written Instructions or in accordance with the
opinion of counsel for the Fund or for PFPC. Written Instructions requested by
PFPC will be provided by the Fund within a reasonable period of time. In
addition, PFPC, its officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any person representing or
acting on behalf of the Fund only if said representative is an Authorized
Person. The Fund agrees that all Oral Instructions shall be followed within one
business day by confirming Written Instructions, and that the Fund's failure to
so confirm shall not impair in any respect PFPC's right to rely on Oral
Instructions. PFPC shall have no duty or obligation to inquire into, nor shall
PFPC be responsible for, the legality of any act done by it upon the request or
direction of a person reasonably believed by PFPC to be an Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this Agreement,
PFPC shall be under no duty or obligation to inquire into, and shall not be
liable for: (i) the legality of the issuance or sale of any Shares or the
sufficiency of the amount to be received therefor; (ii) the legality of the
redemption of any Shares, or the propriety of the amount to be paid therefor;
(iii) the legality of the declaration of any dividend by the Board of Directors,
or the legality of the issuance of any Shares in payment of any dividend; or
(iv) the legality of any recapitalization or readjustment of the Shares.
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13. Acts of God, etc. PFPC will not be liable or responsible for
delays or errors by acts of God or by reason of circumstances beyond its
control, including acts of civil or military authority, national emergencies,
labor difficulties, mechanical breakdown, insurrection, war, riots, or failure
or unavailability of transportation, communication or power supply, fire, flood
or other catastrophe.
In the event of equipment failures beyond PFPC's control, PFPC shall,
at no additional expense to the Fund, take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto. The foregoing
obligation shall not extend to computer terminals located outside of premises
maintained by PFPC. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provision for
emergency use of electronic data processing equipment to the extent appropriate
equipment is available.
14. Duty of Care and Indemnification. PFPC shall be obligated to exercise
care and diligence and to act in good faith and to use its best efforts within
commercially reasonable limits to insure the accuracy and completeness of all
services performed under this Agreement. The Fund will indemnify PFPC against
and hold it harmless from any and all losses, claims, damages, liabilities or
expenses of any sort or kind (including reasonable counsel fees and expenses)
resulting from any claim, demand, action or suit or other proceeding (a "Claim")
arising directly or indirectly from any action or thing which PFPC takes or does
or omits to take or do (i) at the request or on the direction of or in reliance
on the advice of the Fund; (ii) upon Oral or Written Instructions; (iii) in
reliance on any records or documents received from the Fund or any Agent of the
Fund, including the prior transfer agent; (iv) under the terms of this
Agreement; and (v) the offer or sale of Shares in violation of any requirement
under Federal or State Securities Laws, provided that neither PFPC nor any of
its nominees or sub-contractors shall be indemnified against any liability to
the Fund or to its Shareholders (or any expenses incident to such liability)
arising out of PFPC's or such nominee's or such sub-contractor's own willful
misfeasance, bad faith or negligence or reckless disregard of its duties in
connection with the performance of its duties and obligations specifically
described in this Agreement.
In any case in which the Fund may be asked to indemnify or hold PFPC
harmless, the Fund shall be advised of all pertinent facts concerning the
situation in question. PFPC will notify the Fund promptly after identifying any
situation which it believes presents or appears likely to present a claim for
indemnification against the Fund although the failure to do so shall not prevent
recovery by PFPC except and to the extent the Fund has been prejudiced thereby.
The Fund shall have the option to defend PFPC against any Claim which may be the
subject of this indemnification, and, in the event that the Fund so elects, such
defense shall be conducted by counsel chosen by the Fund and reasonably
satisfactory to PFPC, and thereupon the Fund shall take over complete defense of
the Claim and PFPC shall sustain no further legal or other expenses in respect
of such Claim. PFPC will not confess any Claim or make any compromise in any
case in which the Fund will be asked to provide indemnification, except with the
Fund's prior written consent. The obligations of the parties hereto under this
Section shall survive the termination of this Agreement.
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15. Consequential Damages. In no event and under no circumstances
shall either party under this Agreement be liable to the other party for
consequential or indirect loss of profits, reputation or business or any other
special damages under any provision of this Agreement or for any act or failure
to act hereunder.
16. Term and Termination.
(a) This Agreement shall be effective as of the dates first written
above with respect to the Fund and shall continue until June 3, 2003 except as
provided in subparagraph (b) of this Section and except that the Fund may
terminate this Agreement if PFPC breaches its duty of care set forth in Section
13 and such breach is not cured within ninety (90) days after written notice of
the breach has been received by PFPC from the Fund. After June 3, 2003, the
Agreement shall automatically renew for successive annual terms each, unless the
Fund or PFPC provides written notice to the other of its intent not to renew.
Such notice must be received not less than one-hundred twenty (120) days and not
more than one hundred eighty (180) days prior to the expiration of the then
current Renewal Term.
(b) PFPC represents that it is currently registered with the appropriate
Federal agency for the registration of transfer agents, and that it will remain
so registered for the duration of this Agreement. PFPC agrees that it will
promptly notify the Fund in the event of any material change in its status as a
registered transfer agent. Should PFPC fail to be registered with the
appropriate Federal agency as a transfer agent at any time during this
Agreement, the Fund may, on written notice to PFPC, immediately terminate this
Agreement.
(c) Upon termination of this Agreement and (unless this Agreement is
terminated pursuant to subparagraph (b) of this Section 15, or unless PFPC has
breached the standard of care in Section 13 and such breach is incurred on the
date notice of termination is given) at the expense of the Fund, PFPC will
deliver to such successor a certified list of Shareholders of the Fund (with
names and addresses), and all other relevant books, records, correspondence and
other Fund records or data in the possession of PFPC, and PFPC will cooperate
with the Fund and any successor transfer agent or agents in the substitution
process.
17. Confidentiality. Both parties hereto agree that any non public
information obtained hereunder concerning the other party is confidential and
may not be disclosed to any other person without the consent of the other party,
except as may be required by applicable law or at the request of the Commission
or other governmental agency. PFPC agrees that it shall not use any non-public
information for any purpose other than performance of its duties or obligations
hereunder. The obligations of the parties under this Section shall survive the
termination of this Agreement. The parties further agree that a breach of this
Section would irreparably damage the other party and accordingly agree that each
of them is entitled, without bond or other security, to an injunction or
injunctions to prevent breaches of this provision. Without limiting the
foregoing, PFPC agrees on behalf of itself and its nominees, sub-contractors and
employees to treat confidentially all records and other information relative to
the Fund and its prior, present or potential Shareholders.
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18. Amendment. This Agreement may only be amended or modified by a written
instrument executed by both parties.
19. Subcontracting. On thirty (30) days prior written notice to the Fund,
PFPC may assign its rights and delegate its duties hereunder to any wholly-owned
direct or indirect subsidiary of PNC Financial Services Group provided that (i)
the delegate agrees with PFPC to comply with all relevant provisions of the 1940
Act; (ii) PFPC and such delegate shall promptly provide such information as the
Fund may request, and respond to such question as the Fund may ask, relative to
the delegation, including (without limitation) the capabilities of the delegate;
(iii) the delegation of such duties shall not relieve PFPC of any of its duties
hereunder.
20. Miscellaneous.
(a) Notices. Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Fund or PFPC, shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.
To the Fund:
Munder @Vantage Fund
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: President
with a copy to: General Counsel (same address)
and to: Xxxx X. Kanter, Dechert, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, XX 00000
To PFPC:
PFPC Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: President
with a copy to: PFPC's General Counsel (same address)
(b) Successors. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors.
(c) Governing Law. This Agreement shall be governed exclusively by
the laws of the State of Delaware, without reference to the choice of law
provisions thereof.
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(d) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
(e) Captions. The captions of 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) Use of PFPC's Name. The Fund shall not use the name of PFPC in
any Prospectus, Statement of Additional Information, shareholders' report, sales
literature or other material relating to the Fund in a manner not approved prior
thereto in writing; provided, that PFPC need only receive notice of all
reasonable uses of its name which merely refer in accurate terms to its
appointment and services hereunder or which are required by any Government
agency or applicable law or rule.
(g) Use of Fund's Name. PFPC shall not use the name of the Fund or
material relating to the Fund on any documents or forms for other than internal
use in a manner not approved prior thereto in writing; provided, that the Fund
need only receive notice of all reasonable uses of its name which merely refer
in accurate terms to the appointment of PFPC or which are required by any
government agency or applicable law or rule.
(h) Independent Contractors. The parties agree that they are
independent contractors and not partners or co-venturers.
(i) Entire Agreement; Severability. This Agreement and the Schedules
attached hereto constitute the entire agreement of the parties hereto relating
to the matters covered hereby and supersede any previous agreements. If any
provision is held to be illegal, unenforceable or invalid for any reason, the
remaining provisions shall not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the day and year first above
written.
Munder @Vantage Fund
By: __________________________________
Title: _______________________________
PFPC Inc.
By: __________________________________
Title: _______________________________
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Schedule A
PFPC FEES
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1. RETAIL PER ACCOUNT FEES: The following fees apply with respect to all
classes of the Fund that are opened during this Agreement.
Per Account Fee: $21.50 per open account per year for the first 750k
accounts
$19.35 per open account per year for the next 751k -
1,000,000 accounts
$17.42 per open account per year for the next 1,00,001
accounts and over $1.75 per closed account per year
(any account closed within a month is considered an
open account until the following month)
Other Fees: XXX accounts will be charged $10.00 per global account
per annum
NSCC Transaction Charge is $.15 per financial
transaction
2. SYSTEM ENHANCEMENTS: Fund defined system enhancements will be agreed upon
by PFPC and the Fund and billed at a rate of $150.00 per hour. All
programming rates are subject to an annual 5% increase after the one-year
anniversary of the effective date of this Agreement
3. LOST SHAREHOLDER SEARCH/ REPORTING:
$2.75 per account search*
*The per account search fee shall be waived until January 2001 so long
as the Fund retains Xxxxx Tracers, Inc. ("KTI") to provide the Fund
with KTI's "In-Depth Research Program" services.
4. PRINT MAIL PRICING
A. PRINT MAIL PRICING SCHEDULE FOR SPECIAL MAILINGS FOR MUNDER GROUP OF
FUNDS
This pricing is based on appropriate notification (standard of 30 day
notification) and scheduling for special mailings. Scheduling requirements
include having collateral arrive at agreed upon times in advance of deadlines.
Mailings which arise with shorter time frames and turns will be billed at a
maximum premium of 50% based on turn around requirements.
Work Order: $30.00 per Workorder
Technical Support/Data Processing:
$135.00 to create an admark tape
$10.00/K to zip + 4 data enhance with $125.00 minimum
$80.00/hr for any data manipulation
$6.00/K combo charge
ADMARK & MACHINE INSERT
#10, #11, 6x9
$62/K to admark envelope and machine insert 1 piece, with $125.00 min
$2.50/K for each additional insert
$38/K to admark only with $75.00 minimum
$25.00/X xxxx sort
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9x12
$100/K to admark envelope and machine insert 1 piece, with $125.00 min
$5.00/K for each additional insert
$38/K to admark only with $75.00 minimum
$0.08 for each hand insert
ADMARK & HAND INSERT
#10, #11, 6x9
$0.08 for each hand insert
$25.00/X xxxx sort
9x12
$0.09 for each hand insert
$25.00/X xxxx sort
PRESSURE/SENSITIVE LABELS:
$0.32 each to create, affix and hand insert 1 piece, with
a $75.00 minimum
$0.08 for each hand insert
$0.10 to affix labels only
$0.10 to create labels only
LEGAL DROP (SEMI/ANNUAL REPORTS; MAILING TEN PLUS PIECES)
$150.00 / compliant legal drop per job and processing fees
CREATE MAILING LIST:
$0.40 per entry with $75.00 minimum
PRESORT FEE:
$0.035 per piece
B. STANDARD PRINT MAIL PRICING SCHEDULE FOR MUNDER GROUP OF FUNDS
DAILY WORK (CONFIRMS):
HAND: $71/K with $50.00 minimum (includes 1 insert)
$0.07/each additional insert
MACHINE: $42/K with $50.00 minimum (includes 1 insert)
$0.01/each additional insert
DAILY CHECKS:
HAND: $91/K with $50.00 minimum daily (includes 1 insert)
$0.08/each additional insert
MACHINE: $52/K with $50.00 minimum (includes 1 insert)
$0.01/each additional insert
(There is a $3.00 charge for each 3606 Form sent)
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QUARTERLY/MONTHLY STATEMENTS:
HAND: $78/K with $50.00 minimum (includes 1 insert)
$0.08/each additional insert
$125/K for intelligent inserting
MACHINE: $52/K with $50.00 minimum (includes 1 insert)
$0.01 each additional insert
$58/K for intelligent inserting
PERIODIC CHECKS (I.E. DIVIDEND, ACW):
HAND: $91/K with $75.00 minimum (includes 1 insert)
$0.08/each additional insert
MACHINE: $52/K with $75.00 minimum (includes 1 insert)
$0.01/each additional insert
12B1/DEALER COMMISSION CHECKS/STATEMENTS:
$0.78/each envelope with $100.00 minimum
PRINTING CHARGES: (price ranges dependent on volumes)
$0.08/per confirm/statement/page
$0.10/per check
FOLDING (MACHINE): $18/K
FOLDING (HAND): $.12 each
PRESORT CHARGE: $0.035 per piece
COURIER CHARGE: $15.00 for each on call courier trip/or actual cost for on
demand
OVERNIGHT CHARGE: $3.50 per package service charge plus Federal
Express/Airborne charge
INVENTORY STORAGE: $20.00 for each inventory location as of the 15th of the
month
INVENTORY RECEIPT: $20.00 for each SKU / Shipment
HOURLY WORK; SPECIAL PROJECTS, OPENING ENVELOPES, ETC... $24.00 per hour
SPECIAL PULLS $2.50 per account pull
BOXES/ENVELOPES: Shipping boxes $0.85 each
Oversized Envelopes $0.45 each
FORMS DEVELOPMENT/PROGRAMMING FEE: $150.00/hour
SYSTEMS TESTING: $85.00/hour
CUTTING CHARGES: $10.00/K
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6. Miscellaneous Charges. The Fund shall be charged for the following
products and services as applicable:
. Ad hoc reports
. Ad hoc SQL time
. COLD Storage
. Digital Recording
. Microfiche/microfilm production
. Magnetic media tapes and freight
. Pre-Printed Stock, including business forms, certificates, envelopes,
checks and stationary
FEE ADJUSTMENTS. PFPC may adjust the per account fees and the print mail fees
once per calendar year, upon thirty (30) days prior written notice in an amount
not to exceed the cumulative percentage increase in the Consumer Price Index for
All Urban Consumers (CPI-U) U.S. City Average, All items (unadjusted) - (1982-
84=100), published by the U.S. Department of Labor since the last such
adjustment in the Fund's monthly fees (or the Effective Date absent a prior such
adjustment).
7. DAZL FEES
Set-up Fee: $5,000.00 (waived)
$1,000.00 per month plus $0.25 per record transmitted ($0.15/price record)
8. AUDIO VRU
Ongoing monthly fees: Per call: $000.10
Per minute in VRU: $000.29
Monthly maintenance: $500.00*
*The monthly maintenance fee includes: hardware and software upgrades and
on call support
Also, the voice recording will be billed out at $150.00 per hour
9. IMPRESSNETR FEES
A. IMPRESSNetR Retail.
1. Transaction Costs:
. Account Inquiry $.10 per inquiry
. Financial Transactions $.50 per transaction
2. Hardware Maintenance Fee Including Hardware and Software:
$50,000 per annum* -
. Does not include Fund hardware and software requirements. That is
an out-of-pocket expense for the Fund
. Installation of hardware is billed as time and materials
. Does not include third party hardware and software maintenance
agreements
. Does not include hardware upgrades
3. Customized Development: $150 per hour*
4. Call Center Services for Registration (one-time): $2.50 per call
5. Network Fee (one-time): $2,100*
6. PIN Registration and Lost PIN Replacement: $1.50 per call
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B. IMPRESSNETR Brokerage.
1. One Time Set up Fee: $30,000* - Fee Waived
$ 1,000 per Portfolio
2. Annual Maintenance Fee: $40,000*
3. Transaction Costs:
. Account Inquiry $.05 per inquiry
. Financial Transactions $.30 per transaction
. Statements $.10 per statement
. New Account Set Up $1.50 per account
with settlement
. Backoffice $0.05 per click
4. Customized Development: $150 per hour*
5. PIN Registration and Lost PIN Replacement : $2.50 per/PIN
* Cumulative charge with respect to all Funds executing this Amendment and
such other Funds advised by Munder Capital Management services by PFPC.
The above referenced fees do not include fees associated with third party
software products or fees associated with other PFPC products which may be
required to utilize future releases of IMPRESSNet(TM) .
PFPC will provide an invoice as soon as practicable after the end of each
calendar month. The Fund agrees to pay to PFPC the amounts so billed by Federal
Funds Wire within thirty (30) business days after the Fund's receipt of the
invoice. In addition, with respect to all fees, PFPC may charge a service fee
equal to the lesser of (i) one and one half percent (1-1/2%) per month or (ii)
the highest rate legally permitted on any past due invoiced amounts.
11. CBA
Set Up Fee: $38,400
Annual per account for all eligible accounts $0.30 per year
Programming Costs: $80.00 per hour
14
Schedule B
OUT-OF-POCKET EXPENSES
----------------------
1. Out of Pocket Expenses. The Fund shall reimburse PFPC monthly for
applicable out-of-pocket expenses, including, but not limited to the following
items:
. Postage - direct pass through to the Fund
. Telephone and telecommunication costs, including all lease, maintenance
and line costs
. Proxy solicitations, mailings and tabulations
. Shipping, Certified and Overnight mail and insurance
. Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
. Duplicating services
. Banking Services
. Distribution and Redemption Check Issuance ($0.07 per item for PAR System
Clients)
. Courier services
. Federal Reserve charges for check clearance
. Overtime, as approved by the Fund
. Temporary staff, as approved by the Fund
. Travel and entertainment, as approved by the Fund
. Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors
. Third party audit reviews
. Insurance
The Fund agrees that postage and mailing expenses will be paid on the day
of or prior to mailing as agreed with PFPC. In addition, the Fund will promptly
reimburse PFPC for any other unscheduled expenses incurred by PFPC whenever the
Fund and PFPC mutually agree that such expenses are not otherwise properly borne
by PFPC as part of its duties and obligations under the Agreement.
15
Schedule C
DUTIES OF THE TRANSFER AGENT
----------------------------
1. Shareholder Information. PFPC or its agent shall maintain a record of the
number of Shares held by each holder of record which shall include name,
address, taxpayer identification and which shall indicate whether such Shares
are held in certificates or uncertificated form; historical information
regarding the account of each Shareholder, including dividends and distributions
paid and the date and price for all transactions on a Shareholder's account; any
stop or restraining order placed against Shareholder's account; any
correspondence relating to the current maintenance of a Shareholder's account;
information with respect to withholdings; and, any information required in order
for PFPC to perform any calculations contemplated or required by its Agreement
with the Fund. PFPC shall keep a record of all redemption checks and dividend
checks returned by postal authorities, and shall maintain such records as are
required for the Fund to comply with the escheat laws of any State or other
authority; shall keep a record of all redemption checks and dividend checks
returned by the postal authorities for the period of time they are PFPC of
record and for any records provided by and receipt acknowledged by both parties
from any prior PFPC by means of a records certification letter; otherwise PFPC
is not responsible for the said records. PFPC shall maintain such records as are
required for The Fund to comply with the escheat laws of any state or other
authority for the period they are PFPC. The Fund will be responsible for
notifying and instructing PFPC to commence the escheatment process on their
behalf, for any or all states.
2. Shareholder Services. PFPC or its agent will investigate all inquiries
from Shareholders of the Fund relating to Shareholder accounts and will respond
to all communications from Shareholders and others relating to its duties
hereunder and such other correspondence as may from time to time be mutually
agreed upon between PFPC and the Fund.
3. Mailing Communications to Shareholders; Proxy Materials; Notification
of Repurchase Offer. PFPC or its agent will address and mail to Shareholders of
the Fund, all communicators by the Fund to such Shareholders, including without
limitation, confirmations of purchases and sales of Fund shares, monthly
statements, all reports to Shareholders, dividend and distribution notices proxy
material for the Fund's meetings of Shareholders and Notificatoin of Repurchase
Offer pursuant to Rule 23c-3. In connection with repurchase offers by the Fund,
PFPC or its Agent will prepare Shareholder lists, mail and certify as to the
mailing of the notifications of repurchase offer, process and/or report on such
mailing. In connection with meetings of Shareholders, PFPC or its Agent will
prepare Shareholder lists, mail and certify as to the mailing of proxy
materials, process and tabulate returned proxy cards, report on proxies voted
prior to meetings, act as inspector of election at meetings and certify Shares
voted at meetings.
4. Sales of Shares.
(a) Issuance of Shares. Upon receipt of a purchase order from or on
behalf of an investor for the purchase of Shares and sufficient information to
16
enable PFPC to establish a Shareholder account (if it is a new account) and to
determine which class of Shares the investor wishes to purchase, and after
confirmation of receipt of payment in the form described in the Prospectus for
the class of Shares involved, PFPC shall issue and credit the account of the
investor or other record holder with Shares in the manner described in the
Prospectus relating to such Shares and shall prepare and mail the appropriate
confirmation in accordance with legal requirements.
(b) Suspension of Sale of Shares. PFPC or its agent shall not be
required to issue any Shares of the Fund where it has received a Written
Instruction from the Fund or official notice from any appropriate authority that
the sale of the Shares of the Fund has been suspended or discontinued. The
existence of such Written Instructions or such official notice shall be
conclusive evidence of the right of PFPC or its agent to rely on such Written
Instructions or official notice.
(c) Returned Checks. In the event that any check or other order for
the payment of money is returned unpaid for any reason, PFPC or its agent will:
(i) give prompt notice of such return to the Fund or its designee; (ii) place a
stop transfer order against all Shares issued as a result of such check or
order; and (iii) take such actions as PFPC may from time to time deem
appropriate.
5. Redemption.
(a) Requirements for Redemption of Shares. PFPC or its agent shall
process all requests to repurchase Shares in accordance with the redemption
procedures set forth in the Fund's Prospectus.
PFPC or its agent will or redeem Shares upon receipt of Oral or
Written Instructions or otherwise pursuant to the Prospectus, properly endorsed
for redemption, accompanied by such documents as PFPC or its agent reasonably
may deem necessary.
PFPC or its agent reserves the right to refuse to redeem Shares until
it is satisfied that the endorsement on the instructions is valid and genuine.
PFPC or its agent also reserves the right to refuse to redeem Shares until it is
satisfied that the requested redemption is legally authorized, and it shall
incur no liability for the refusal, in good faith, to make transfers or
redemptions which PFPC or its agent, in its good judgment, deems improper or
unauthorized, or until it is reasonably satisfied that there is no basis to any
claims adverse to such redemption.
(b) Notice to Custodian and Fund. When Shares are redeemed, PFPC
shall, upon receipt of the instructions and documents in proper form, deliver to
the Fund's Custodian and to the Fund or its designee a notification setting
forth the number of Shares to be redeemed. Such redeemed Shares shall be
reflected on appropriate accounts maintained by PFPC reflecting outstanding
Shares of the Fund involved and Shares attributed to individual accounts.
(c) Payment of Redemption Proceeds. PFPC shall, upon receipt of the
moneys paid to it by the Custodian for the redemption of Shares, pay such moneys
17
as are received from the Custodian, all in accordance with the procedures
described in the Written Instruction received by PFPC from the Fund. It is
understood that PFPC may arrange for the direct payment of redemption proceeds
to Shareholders by the Fund's Custodian in accordance with such procedures and
controls as are mutually agreed upon from time to time by the Fund, PFPC and the
Fund's Custodian.
PFPC shall not process or effect any redemption with respect to Shares
of the Fund after receipt by PFPC of notification of the suspension of the
determination of the net asset value of the Fund, provided PFPC has had a
reasonable time to act on such notification.
6. Dividends.
(a) Notice to Agent and Custodian. Upon the declaration of each
dividend and each capital gains distribution by the Board of Directors of the
Fund with respect to Shares of the Fund, the Fund shall furnish or cause to be
furnished to PFPC or its agent a copy of a resolution of the Fund's Board of
Directors certified by the Secretary of the Fund setting forth the date of the
declaration of such dividend or distribution, the ex-dividend date, the date of
payment thereof, the record date as of which shareholders entitled to payment
shall be determined, the amount payable per Share to the shareholders of record
as of that date, the total amount payable to PFPC or its agent on the payment
date and whether such dividend or distribution is to be paid in Shares of such
class at net asset value.
On or before the payment date specified in such resolution of the
Board of Directors, the Custodian of the Fund will pay to PFPC sufficient cash
to make payment to the shareholders of record as of such payment date.
After deducting any amount required to be withheld by any applicable
tax laws, rules and/or regulations and/or other applicable laws, PFPC shall in
accordance with the instructions in proper form from a Shareholder and the
provisions of the applicable dividend resolutions and Prospectus issue and
credit the Account of the Shareholder with Shares, or, if the Shareholder so
elects, pay such dividends or distributions in cash.
In lieu of receiving from the Fund's Custodian and paying to
Shareholders cash dividends or distributions, PFPC may arrange for the direct
payment of cash dividends and distributions to Shareholders by the Fund's
Custodian, in accordance with such procedures and controls as are mutually
agreed upon from time to time by and among the Fund, PFPC and the Fund's
Custodian.
PFPC shall prepare, file with the Internal Revenue Services and other
appropriate taxing authorities, and address and mail to Shareholders such
returns, forms and information relating to dividends and distributions paid by
the Fund as are required to be so prepared, filed and mailed by applicable laws,
rules and/or resolutions. On behalf of the Fund, PFPC shall mail certain
requests for Shareholders' certifications under penalties of perjury and pay on
a timely basis to the appropriate Federal authorities any taxes to be withheld
on dividends and distributions paid by the Fund, all as required by applicable
Federal tax laws and regulations.
18
(b) Insufficient Funds for Payments. If PFPC or its agent does not
receive sufficient cash from the Custodian to make total dividend and/or
distribution payments to all shareholders of the Fund as of the record date,
PFPC or its agent will, upon notifying the Fund, withhold payment to all
Shareholders of record as of the record date until sufficient cash is provided
to PFPC or its agent.
7. Cash Management Services. Funds received by PFPC in the course of
performing its services hereunder will be held in bank accounts and/or fixed
income investment accounts. With respect to funds maintained in fixed income
investment accounts, PFPC shall retain any interest generated or earned. With
respect to funds maintained in bank accounts, PFPC shall retain any excess
balance credits or excess benefits earned or generated by or associated with
such bank accounts or made available by the institution at which such bank
accounts are maintained after such balance credits or benefits are first applied
towards banking service fees charged by such institution in connection with
banking services provided on behalf of the Fund.
8. Lost Shareholders. PFPC shall perform such services as are required in
order to comply with Rules 17a-24 and 17Ad-17 of the Securities and Exchange Act
of 1934 (the Lost Shareholder Rules"), including, but not limited to those set
forth below. PFPC may, in its sole discretion, use the services of a third party
to perform the some or all such services.
(a) documentation of electronic search policies and procedures;
(b) execution of required searches;
(c) creation and mailing of confirmation letters;
(d) taking receipt of returned verification forms;
(e) providing confirmed address corrections in batch via electronic
media;;
(f) tracking results and maintaining data sufficient to comply with
the Lost Shareholder Rules; and
(g) preparation and submission of data required under the Lost
Shareholder Rules.
9. Cooperation with Accountants. PFPC shall cooperate with the Fund's
independent public accountants and shall take all reasonable action in the
performance of its obligations under its agreement with the Fund to assure that
the necessary information is made available to such accountants for the
expression of their opinions as such as may be required by the Fund from time to
time.
10. Other Services. In accordance with the Prospectus and such
procedures and controls as are mutually agreed upon from time to time by and
among the Fund, PFPC and the Fund's Custodian, PFPC shall (a) arrange for
issuance of Shares obtained through (i) transfers of funds from Shareholder's
accounts at financial institutions, (ii) a pre-authorized check plan, if any and
(iii) a right of accumulation, if any; (b) arrange for the exchange of Shares
for shares of such other funds designated by the Fund from time to time; and (c)
arrange for systematic withdrawals from the account of a Shareholder
participating in a systematic withdrawal plan, if any.
19
11. IMPRESSnetR Services. In addition to the services described above,
PFPC shall provide the following services related to its proprietary IMPRESSNET
product:
(a) Definitions. The following definitions are hereby incorporated into
Agreement:
(i) "Account Inquiry" shall mean any access to PFPC recordkeeping system
via IMPRESSNetR initiated by an End-User which is not a Financial
Transaction.
(ii) "End-User" shall mean any Shareholder or Financial Planner that
accesses PFPC recordkeeping system via IMPRESSNetR.
(iii) "Financial Planner" shall mean any investment advisor, broker-
dealer, financial planner or any other person authorized to act on behalf
of a Shareholder.
(iv) "Financial Transaction" shall mean purchase, redemption, exchange or
any other transaction involving the movement of Shares initiated by an End-
User.
(v) "Fund Home Page" shall mean the Fund's proprietary web site on the
Internet used by the Fund to provide information to its shareholders and
potential shareholders.
(vi) "IMPRESSNetR" shall mean PFPC proprietary system consisting of PFPC
Secure Net Gateway and PFPC Web Transaction Engine.
(vii) "PFPC Secure Net Gateway" shall mean the system of computer hardware
and software and network established by PFPC to provide access between PFPC
recordkeeping system and the Internet.
(viii) "PFPC Web Transaction Engine" shall mean the system of computer
hardware and software created and established by PFPC in order to enable
Shareholders of the Fund to perform the transactions contemplated
hereunder.
(ix) "Internet" shall mean the communications network comprised of
multiple communications networks linking education, government, industrial
and private computer networks.
(b) Responsibilities of PFPC. In addition to the services rendered by PFPC as
set forth in the Agreement, PFPC agrees to provide the following services
with respect to its proprietary IMPRESSNetR product:
(i) In accordance with the written IMPRESSNetR procedures and product
functionality documentation provided to the Fund by PFPC, PFPC shall,
through the use of PFPC Web Transaction Engine and Secure Net Gateway; (x)
enable the Fund and End-Users to utilize the Internet to access Fund
information maintained by the Fund on the Fund Home Page; and (y) enable
End-Users to utilize the Internet to access PFPC System in order to
perform account inquiries and transactions in Shareholder accounts.
20
(ii) process the set up of personal identification numbers ("PIN") which
shall include verification of initial identification numbers issued, reset
and activate personalized PIN's and reissue new PIN's in connection with
lost PIN's;
(iii) Installation services which shall include review and sign off on the
Fund's network requirements, recommending method of linking to PFPC Web
Transaction Engine, installing network hardware and software, implementing
the network connectivity, and testing the network connectivity and
performance;
(iv) Maintenance and support of PFPC Secure Net Gateway and PFPC Web
Transaction Engine, which includes the following:
(x) error corrections, minor enhancements and interim upgrades to
IMPRESSNetR which are made generally available by PFPC to IMPRESSNetR
customers;
(y) help desk support to provide assistance to Fund employees with
the Fund's use of IMPRESSNetR.
Maintenance and support shall not include (A) access to or use of any
substantial added functionality, new interfaces, new architecture, new
platforms, new versions or major development efforts, unless made generally
available by PFPC to IMPRESSNetR clients, as determined solely by PFPC; or
(B) maintenance of customized features.
(v) Maintenance and upkeep of the security infrastructure and capabilities
described in the procedures and product functionality documentation.
(vi) Prepare and forward a monthly usage reports to the Fund which shall
provide the Fund with a summary of activity and functionality used by and
End-Users.
(c) Responsibility of the Fund. In connection with the services provided by
PFPC hereunder, the Fund shall be responsible for the following:
(i) establishment and maintenance of the Fund Home Page on the Internet;
(ii) services and relationships between the Fund and any third party on-
line service providers to enable End-Users to access the Fund Home Page
and/or PFPC System via the Internet;
(iii) provide PFPC with access to and information regarding the Fund Home
Page in order to enable PFPC to provide the services contemplated
hereunder.
12. In accordance with the following terms, PFPC shall, through is
proprietary DAZL product, provide the Fund and such financial planners and
investment advisors (the "FP's") which, pursuant to agreements with the Fund,
distribute shares of such funds, with online access to the Fund (including
Portfolios) and shareholder account information for the shareholders of the
Funds or such financial planners of investment advisors.
21
(a) PFPC Responsibility. PFPC shall provide the Fund with the appropriate
documentation and procedures (the "DAZL Documentation") to enable the Fund
to properly use DAZL. In addition to and as more fully described in the
DAZL Documentation, PFPC shall to run & complete data extracts after the
transfer agent nightly cycles in order to provide files to the end user
i.e., financial planner, or direct to firms based upon the profiles that
the on-lines designate.
(b) Fund Responsibilities. In addition to and as may be more fully described in
the DAZL Documentation, the Fund has responsibility (i) for setting the FSR
on-lines with the appropriate data in order to feed into the DAZL extract;
(ii) with respect to those FP's utilizing a 3rd party software vendor to
access information through DAZL, ensuring the vendor provides the
translation of the DAZL file to the appropriate software package formats;
(iii) for the Fund's errors and mistakes in the use of DAZL; (iv) for the
Fund's failure to use and employ DAZL in accordance with the procedures and
documentation made available by PFPC; (v) for the Fund's utilization of the
control procedures set forth and described in such user documentation; and
(vi) the Fund's failure to verify promptly reports or output received
through use of DAZL.
22
