Exhibit h(1)
TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AGREEMENT, dated as of this 8th day of November, 2004 between the Domini
Advisor Trust (the "Fund", on behalf of each of its Portfolios, referred to
below), a Massachusetts business trust having its principal place of business at
000 Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 (hereafter individually and
collectively referred to as the "Fund") and PFPC Inc. ("PFPC").
WITNESSETH
WHEREAS, the Fund is authorized to issue Shares in separate series, with
each such series representing interests in a separate portfolio of securities or
other assets (each, a "Portfolio"); and
WHEREAS, the Fund, on behalf of the Portfolios, desires to appoint PFPC as
their 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:
Article 1 Definitions
1.1 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, or other 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 (i) any officer of
the Fund; or (ii) any person, whether or not such person is an officer or
employee of the Fund, in each case, only if such officer or person has been
duly authorized to give Oral Instructions or Written Instructions on behalf
of the Fund as indicated in writing to PFPC from time to time.
(c) "Board Members" shall mean the Directors or Trustees of the
governing body of the Fund, as the case may be.
(d) "Board of Directors" shall mean the Board of Directors or Board of
Trustees of the Fund, as the case may be.
(e) "Commission" shall mean the Securities and Exchange Commission.
(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) "1934 Act" shall mean the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, all as amended from time to
time.
(h) "1940 Act" shall mean the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, all as amended from time to
time.
(i) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by PFPC from an Authorized Person;
(j) "Prospectus" shall mean the most recently dated Fund(s) Prospectus
and Statement of Additional Information, including any supplements thereto
if any, which has become effective under the Securities Act of 1933 and the
1940 Act.
(k) "Shares" refers collectively to such shares of capital stock or
beneficial interest, as the case may be, or class or Portfolio thereof, of
the Fund(s) as may be issued from time to time.
(l) "Shareholder" shall mean a record owner of Shares of the Fund, or
any Portfolio.
(m) "Written Instructions" shall mean a written communication signed by
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.
Article 2 Appointment of PFPC
2.1 Subject to the terms of this Agreement, the Fund hereby appoints and
constitutes PFPC as their sole and exclusive transfer agent and dividend
disbursing agent for Shares of the Fund and as shareholder servicing agent for
the Fund and PFPC hereby accepts such appointments and agrees to perform the
duties hereinafter set forth.
Article 3 Duties of PFPC
3.1 PFPC shall be responsible for:
(a) Administering and/or performing the customary services of a
transfer agent; 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, transfer
and redemption or repurchase (including coordination with the Custodian(s))
of Shares of the Fund, as more fully described in the written schedule of
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Duties of PFPC annexed hereto as Schedule A and incorporated herein, and in
accordance with the terms of the Prospectus of the Fund, applicable law and
the procedures established from time to time between PFPC and the Fund.
Notwithstanding the foregoing or anything in this Agreement to the
contrary, in no event shall the Fund make any modifications to the
prospectus of the Fund or adopt any policies which in either case affect
materially the obligations or responsibilities of PFPC hereunder without
the prior written approval of PFPC, which approval shall not be
unreasonably withheld or delayed.
(b) Recording the issuance of Shares and maintaining pursuant to Rule
17Ad-10(e) of the 1934 Act a record of the total number of Shares of the
Fund which are authorized, based upon data provided to it by the Fund, and
issued and outstanding. PFPC shall provide the Fund on a regular basis with
the total number of Shares which are authorized and issued and outstanding
and shall have no obligation, when recording the issuance of Shares, to
monitor the issuance of such Shares or to take cognizance of any laws
relating to the issue or sale of such Shares, which functions shall be the
sole responsibility of the Fund.
(c) In addition to performing the foregoing services, the Fund hereby
engages PFPC as its print/mail service provider with respect to those items
and for such fees as set forth in the written agreement between the parties
regarding fees in accordance with Section 6 of this Agreement. PFPC agrees
to perform the services and its obligations subject to the terms and
conditions of this Agreement.
(d) 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.
3.2 In addition, the Fund shall (i) identify to PFPC in writing those
transactions and assets to be treated as exempt from blue sky reporting for each
State and (ii) verify the establishment of transactions for each State on the
system prior to activation and thereafter monitor the daily activity for each
State. The responsibility of PFPC for the Funds' blue sky State registration
status is solely limited to the initial establishment of transactions subject to
blue sky compliance by the Fund and the reporting of such transactions to the
Fund and its agents as provided above.
3.3 In addition to the duties set forth herein, 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.
3.4 PFPC agrees to provide the services described herein in accordance with
the Performance Standards annexed hereto as Exhibit 1 of Schedule A and
incorporated herein (the
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"Performance Standards"). Such Performance Standards may be amended from time to
time upon written agreement by the parties.
Article 4 Recordkeeping and Other Information
4.1 PFPC shall create and maintain all records required of it pursuant to
its duties hereunder and as set forth in Schedule A in accordance with all
applicable laws, rules and regulations, including records required by Section
31(a) of the 1940 Act. 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.
4.2 To the extent required by Section 31 of the 1940 Act, PFPC agrees that
all such records prepared or maintained by PFPC relating to the services to be
performed by PFPC hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such section, and will, at the
expense of the Fund, be surrendered promptly to the Fund on and in accordance
with the Funds' request.
4.3 In case of any requests or demands for the inspection of Shareholder
records of the Fund, PFPC will promptly notify the Fund of such request in
writing and secure Written Instructions as to the handling of such request. PFPC
reserves the right, however, to exhibit the Shareholder records to any person
whenever it is advised by its counsel that it may be held liable for the failure
to comply with such request, provided that PFPC shall give the Fund as much
advance notice of the possibility of such disclosure as practical so the Fund
may attempt to stop such disclosure or obtain a protective order concerning such
disclosure.
Article 5 Fund Instructions
5.1 PFPC will have no liability when acting upon Written or Oral
Instructions reasonably 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. PFPC will also have no liability when processing Share certificates which
bear the proper signature of PFPC and which it reasonably believes to bear the
proper manual or facsimile signatures of the officers of the Fund.
5.2 At any time, PFPC may request Written Instructions from the Fund and
may seek advice from legal counsel for the Fund with respect to any matter
arising in connection with this Agreement, and 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. Written Instructions requested by PFPC will be provided by the Fund within
a reasonable period of time.
5.3 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
agree that all Oral Instructions shall be
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followed within one business day by confirming Written Instructions, and that
the Funds' failure to so confirm shall not impair in any respect PFPC's right to
rely on Oral Instructions.
Article 6 Compensation
6.1 As compensation for services rendered by PFPC during the term of this
Agreement, the Fund will pay to PFPC a fee or fees as may be agreed to from time
to time in writing by the Fund and PFPC. The Fund acknowledges that PFPC may
receive float benefits and/or investment earnings in connection with maintaining
certain accounts required to provide services under this Agreement.
6.2 The Fund acknowledges that the fees that PFPC charges the Fund under
this Agreement reflect the allocation of risk between the parties, including the
disclaimer of warranties in Section 9.3 and the limitations on liability and
exclusion of remedies in Section 11.2 and Article 12. Modifying the allocation
of risk from what is stated here would affect the fees that PFPC charges, and in
consideration of those fees, the Fund agrees to the stated allocation of risk.
Article 7 Documents
7.1 In connection with the appointment of PFPC, the Fund shall, 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,
deliver or cause to be delivered to PFPC the documents set forth in the written
schedule of Fund Documents annexed hereto as Schedule C.
Article 8 Transfer Agent System
8.1 PFPC shall retain title to and ownership of any and all data bases,
computer programs, screen formats, report formats, interactive design
techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade secrets,
and other related legal rights utilized by PFPC in connection with the services
provided by PFPC to the Fund herein (the "PFPC System"). Nothing herein shall be
construed as granting to PFPC any ownership rights in property of the Fund or
Domini Social Investments, or granting PFPC any rights to create derivative
works based on property of the Fund or Domini Social Investments.
8.2 PFPC hereby grants to the Fund a limited license to the PFPC System for
the sole and limited purpose of having PFPC provide the services contemplated
hereunder and nothing contained in this Agreement shall be construed or
interpreted otherwise and such license shall immediately terminate with the
termination of this Agreement.
8.3 In the event that the Fund, including any affiliate or agent of the
Fund or any third party acting on behalf of the Fund is provided with direct
access to the PFPC System for either account inquiry or to transmit transaction
information, including but not limited to maintenance, exchanges, purchases and
redemptions, such direct access capability shall be limited to direct
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entry to the PFPC System by means of on-line mainframe terminal entry or PC
emulation of such mainframe terminal entry and any other non-conforming method
of transmission of information to the PFPC System is strictly prohibited without
the prior written consent of PFPC.
Article 9 Representations, Warranties and Covenants
9.1 PFPC represents and warrants to the Fund and covenants and agrees that:
(a) it is a corporation duly organized, existing and in good standing
under the laws of the Commonwealth of Massachusetts;
(b) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement;
(c) all requisite corporate proceedings have been taken to authorize it
to enter into this Agreement;
(d) it is duly registered with its appropriate regulatory agency as a
transfer agent and such registration will remain in effect for the duration
of this Agreement;
(e) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations
under this Agreement;
(f) its systems and facilities, and those of its material vendors, will
be able to properly recognize and perform date-sensitive functions
involving any date after December 31, 1999;
(g) it shall maintain insurance which covers such risks and is in such
amounts, with such deductibles and exclusions, sufficient for compliance by
PFPC with all requirements of law and sufficient for PFPC to perform its
obligations under this Agreement; and all such policies are in full force
and effect; and are with financially sound and reputable insurance
companies, funds or underwriters;
(h) all shareholder accounts shall be maintained on the current system
and shall not be converted to any other system without the prior written
consent of the Fund. Should the Fund refuse to consent to conversion to
another system at any time during the Initial or Renewal term(s) of this
Agreement, pursuant to section 13.6, below, they will be permitted to
terminate this Agreement without penalty. Conversion without the prior
written consent of the Fund shall constitute a material breach of this
Agreement; and
(i) in the event of the termination of this Agreement, PFPC shall
provide reasonable cooperation to the Fund in the movement of all records
(in all media) and materials of the Fund and the conversion of the
shareholder accounts to a successor transfer agent.
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9.2 The Fund represents and warrants to PFPC that:
(a) it is duly organized, existing and in good standing under the laws
of the jurisdiction in which it is organized;
(b) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into this Agreement;
(c) all proceedings required by said Articles of Incorporation, By-Laws
and applicable laws have been taken to authorize it to enter into this
Agreement;
(d) a registration statement under the Securities Act of 1933, as
amended, and the 1940 Act on behalf of the Fund is currently effective and
will remain effective, and all appropriate state securities law filings
have been made and will continue to be made, with respect to all Shares of
the Fund being offered for sale; and
(e) all outstanding Shares are validly issued, fully paid and
non-assessable and when Shares are hereafter issued in accordance with the
terms of the Fund's Articles of Incorporation and Prospectus, such Shares
shall be validly issued, fully paid and non-assessable.
9.3 THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, PFPC DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, MADE TO THE FUND OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM
OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES
PROVIDED UNDER THIS AGREEMENT. PFPC DISCLAIMS ANY WARRANTY OF TITLE OR
NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.
Article 10 Indemnification
10.1 PFPC shall not be responsible for and the Fund shall indemnify and
hold PFPC harmless from and against any and all claims, costs, expenses
(including reasonable attorneys' fees), losses, damages, charges, payments and
liabilities of any sort or kind (a "Claim") which may be asserted against PFPC
or for which PFPC may be held to be liable arising out of or attributable to any
of the following:
(a) any actions of PFPC required to be taken pursuant to this Agreement
unless such Claim resulted from a negligent act or omission to act, bad
faith, willful misconduct, material breach of this Agreement, or a breach
of any representation herein by PFPC in the performance of its duties
hereunder;
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(b) PFPC's reasonable reliance on, or reasonable use of information,
data, records and documents (including but not limited to magnetic tapes,
computer printouts, hard copies and microfilm copies) received by PFPC from
the Fund, or any authorized third party acting on behalf of the Fund,
including but not limited to the prior transfer agent for the Fund, in the
performance of PFPC's duties and obligations hereunder;
(c) the reliance on, or the implementation of, any Written or Oral
Instructions of the Fund;
(d) the offer or sale of shares in violation of any requirement under
the securities laws or regulations of any state that such shares be
registered in such state or in violation of any stop order or other
determination or ruling by any state with respect to the offer or sale of
such shares in such state; and
(e) The Funds' refusal or failure to comply with any material terms of
this Agreement, or any Claim which arises out of the Funds' negligence or
willful misconduct or the breach of any representation or warranty of the
Fund made herein.
10.2 The Fund shall not be responsible for and PFPC shall indemnify and
hold the Fund harmless from and against any and all Claims which may be asserted
against the Fund or for which the Fund may be held to be liable which result
from the negligence, bad faith, or willful misconduct of PFPC in the performance
of its duties hereunder, or the breach of any representation or warranty of PFPC
made herein.
10.3 In any case in which either party (the "Indemnifying Party") may be
asked to indemnify or hold the other (the "Indemnified Party") harmless, the
Indemnified Party will notify the Indemnifying Party promptly after identifying
any situation which it believes presents or appears likely to present a claim
for indemnification against the Indemnifying Party although the failure to do so
shall not prevent recovery by the Indemnified Party and shall keep the
Indemnifying Party advised with respect to all developments concerning such
situation. The Indemnifying Party shall have the option to defend the
Indemnified Party against any Claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so elects, such
defense shall be conducted by counsel chosen by the Indemnifying Party and
reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying
Party shall take over complete defense of the Claim and the Indemnified Party
shall sustain no further legal or other expenses in respect of such Claim. The
Indemnified Party will not confess any Claim or make any compromise in any case
in which the Indemnifying Party will be asked to provide indemnification, except
with the Indemnifying Party's prior written consent. The obligations of the
parties hereto under this Article 10 shall survive the termination of this
Agreement.
10.4 Except for remedies that cannot be waived as a matter of law (and
injunctive or provisional relief), the provisions of this Article 10 shall be
PFPC's sole and exclusive remedy for claims or other actions or proceedings to
which the Fund' indemnification obligations pursuant to this Article 10 may
apply.
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Article 11 Standard of Care
11.1 PFPC shall at all times act in good faith and agrees to use its best
efforts within commercially reasonable limits to ensure the accuracy of all
services performed under this Agreement, but assumes no responsibility for loss
or damage to the Fund unless said errors are caused by PFPC's own negligence,
bad faith or willful misconduct or that of its employees, subcontractors or
agents.
11.2 Notwithstanding any provision in this Agreement to the contrary and
except with respect to the gross negligence of PFPC, or the breach by PFPC of
section 14 of the Agreement, PFPC's cumulative liability (to the Fund) for all
losses, claims, suits, controversies, breaches, or damages for any cause
whatsoever (including but not limited to those arising out of or related to this
Agreement) and regardless of the form of action or legal theory shall not exceed
the lesser of (i) $1,500,000 or (ii) the fees received by PFPC for services
provided under this Agreement during the twelve months immediately prior to the
date of such loss or damage. The Fund understands the limitation on PFPC's
damages to be a reasonable allocation of risk and the Fund expressly consent
with respect to such allocation of risk. In allocating risk under the Agreement,
the parties agree that the damage limitation set forth above shall apply to any
alternative remedy ordered by a court in the event such court determines that
sole and exclusive remedy provided for in the Agreement fails of its essential
purpose.
11.3 With the exception of an action for indemnification under Article 10
of this Agreement, neither party may assert any cause of action against the
other party under this Agreement that accrued more than two (2) years prior to
the filing of the suit (or commencement of arbitration proceedings) alleging
such cause of action.
11.4 Each party shall have the duty to mitigate damages for which the other
party may become responsible.
Article 12 Consequential Damages
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL PFPC, THE FUND, THEIR AFFILIATES OR ANY OF THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY PROVISION OF THIS
AGREEMENT OR FOR ANY ACT OR FAILURE TO ACT HEREUNDER UNDER ANY THEORY OF TORT,
CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS,
EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES,
EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Article 13 Term and Termination
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13.1 This Agreement shall be effective on the date first written above and
shall continue until September 30, 2006 (the "Initial Term").
13.2 Upon the expiration of the Initial Term and each Renewal Term, this
Agreement shall automatically renew for successive terms of one (1) year
("Renewal Terms") each, unless the Fund or PFPC provides written notice to the
other of its intent not to renew. Such notice, if provided by the Fund, must be
received by PFPC not less than ninety (90) days prior to the expiration of the
Initial Term or the then current Renewal Term or, if provided by PFPC, must be
received by the Fund not less than one hundred and fifty (150) days prior to the
expiration of the Initial Term or the then current Renewal Term.
13.3 In the event of termination by the Fund under Section 13.2 or 13.6,
all reasonable expenses associated with movement of records and materials and
conversion thereof to a successor transfer agent will be borne by the Fund. In
the event of termination of this Agreement by the Fund under Section 13.4 (if
PFPC is guilty of material breach) or 13.5, all reasonable expenses associated
with the movement of records and materials and conversion thereof to a successor
transfer agent will be borne by PFPC. In the event of termination of this
Agreement by PFPC under Section 13.4 (if the Fund is guilty of material breach),
all reasonable expenses associated with the movement of records and materials
and conversion thereof to a successor transfer agent will be borne by the Fund.
In the event of termination of this Agreement by PFPC under Section 13.2, all
reasonable expenses associated with the movement of records and materials and
conversion thereof to a successor transfer agent will be borne by PFPC.
13.4 If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice thereof to the Defaulting Party,
and if such material breach shall not have been remedied within thirty (30) days
after such written notice is given, then the Non-Defaulting Party may terminate
this Agreement by giving thirty (30) days written notice of such termination to
the Defaulting Party. If PFPC is the Non-Defaulting Party, its termination of
this Agreement shall not constitute a waiver of any other rights or remedies of
PFPC with respect to services performed prior to such termination of rights of
PFPC to be reimbursed for out-of-pocket expenses. In all cases, termination by
the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting
Party of any other rights it might have under this Agreement or otherwise
against the Defaulting Party.
13.5 Pursuant to Section 3.4 of this Agreement, PFPC has agreed to perform
the services described in this Agreement in accordance with the Performance
Standards set forth in Exhibit 1 to Schedule A. The parties agree that each
quarterly period, as described below, will be measured on a rolling three
calendar month period. The parties agree that such Performance Standards, which
are described below, may be revised from time to time upon the mutual agreement
of the parties.
(a) In the event that PFPC fails to meet a particular Performance
Standard (except any failure due to circumstances beyond its control) in
any given quarter, the
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Fund will provide PFPC with written notice of such failure, and PFPC agrees
to take appropriate corrective action as soon as reasonably possible.
(b) In the event that PFPC fails to meet a particular Performance
Standard (except for any failure due to circumstances beyond its control)
in two (2) consecutive quarters, the fee payable to PFPC hereunder for that
particular service shall be reduced by ten percent (10%) for the second of
those two quarters.
(c) In the event that PFPC fails to meet a particular Performance
Standard (except for any failure due to circumstances beyond its control)
for any three (3) consecutive quarters, the fee payable to PFPC hereunder
for that particular service shall be reduced by twenty percent (20%) for
the third of those three quarters and the Fund shall have the right to
terminate this Agreement upon sixty (60) days' written notice to PFPC.
(d) Compliance with the Performance Standards shall be reported monthly
and measured quarterly based on the average performance during that quarter
and in the aggregate with respect to all Domini affiliated Funds serviced
by PFPC.
13.6 Notwithstanding anything contained in this Agreement to the contrary,
during the Initial Term and any subsequent Renewal Term, the Fund shall have the
right to terminate this Agreement without cause at any time on 90 days prior
written notice to PFPC, provided that prior to the conversion or termination of
services pursuant to such notice, the Fund shall pay to PFPC the termination fee
set forth in writing by the Fund and PFPC in accordance with the terms of
Section 6 of this Agreement. The parties acknowledge that such fee shall not
apply if the Fund terminates this Agreement pursuant to Section 13.2, 13.4 or
13.5 above, but shall apply if the Fund is liquidated or its assets merged or
purchased or the like with another entity which does not utilize the services of
PFPC.
13.7 Either party hereto may terminate this Agreement without penalty by
notice to the other party effective at any time on 30 days prior written notice
to the other party in the event that (a) the other party ceases to carry on its
business or (b) an action is commenced by or against the other party under Title
11 of the United States Code or a receiver, conservator or similar officer is
appointed for the other party and such suit, conservatorship or receivership is
not discharged within thirty (30) days.
Article 14 Confidentiality
14.1 The parties agree that the Proprietary Information (defined below) and
the fee or fees as may be agreed to from time to time in writing by the Fund and
PFPC in accordance with Section 6 of this Agreement (collectively "Confidential
Information") are confidential information of the parties, including Domini
Social Investments LLC, and their respective licensors. The Fund and PFPC shall
exercise at least the same degree of care, but not less than reasonable care, to
safeguard the confidentiality of the Confidential Information of the other as it
would exercise to protect its own confidential information of a similar nature.
The Fund and
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PFPC shall not duplicate, sell or disclose to others the Confidential
Information of the other, in whole or in part, without the prior written
permission of the other party. The Fund and PFPC may, however, disclose
Confidential Information (i) to their respective parent corporation, their
respective affiliates, their subsidiaries and affiliated companies and
employees, provided that each shall use reasonable efforts to ensure that the
Confidential Information is not duplicated or disclosed in breach of this
Agreement or (ii) to any regulatory authority having jurisdiction over the
disclosing party or (iii) as required by law. The Fund and PFPC may also
disclose the Confidential Information to independent contractors, auditors, and
professional advisors, provided they first agree in writing to be bound by the
confidentiality obligations substantially similar to this Section 14.1.
Notwithstanding the previous sentence, in no event shall either the Fund or PFPC
disclose the Confidential Information to any competitor of the other without
specific, prior written consent. PFPC hereby acknowledges that Domini Social
Investments LLC is a third party beneficiary of this Agreement solely for the
purposes of this Section 14.
14.2 Proprietary Information means:
(a) any data or information that is competitively sensitive material,
and not generally known to the public, including, but not limited to,
information about product plans, marketing strategies, finance, operations,
customer relationships, customer profiles, customer prospect lists, any
other information regarding customers, sales estimates, business plans, and
internal performance results relating to the past, present or future
business activities of the Fund, Domini Social Investments LLC or PFPC,
their respective subsidiaries and affiliated companies and the customers,
clients and suppliers of any of them;
(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and secret
in the sense that its confidentiality affords the Fund, Domini Social
Investments LLC or PFPC a competitive advantage over its competitors; and
(c) all confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object code, flow
charts, databases, inventions, know-how, show-how and trade secrets,
whether or not patentable or copyrightable.
14.3 Confidential Information includes, without limitation, all documents,
inventions, substances, engineering and laboratory notebooks, drawings,
diagrams, specifications, bills of material, equipment, prototypes and models,
and any other tangible manifestation of the foregoing of either party, or Domini
Social Investments LLC, which now exist or come into the control or possession
of the other.
14.4 The obligations of confidentiality and restriction on use herein shall
not apply to any Confidential Information that a party proves:
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(a) Was in the public domain prior to the date of this Agreement or
subsequently came into the public domain through no fault of such party; or
(b) Was lawfully received by the party from a third party free of any
obligation of confidence to such third party; or
(c) Was already in the possession of the party prior to receipt
thereof, directly or indirectly, from the other party; or
(d) Is required to be disclosed in a judicial or administrative
proceeding after all reasonable legal remedies for maintaining such
information in confidence have been exhausted including, but not limited
to, giving the other party as much advance notice of the possibility of
such disclosure as practical so the other party may attempt to stop such
disclosure or obtain a protective order concerning such disclosure; or
(f) Is subsequently and independently developed by employees,
consultants or agents of the party without reference to the Confidential
Information disclosed under this Agreement.
14.5 Privacy: Each party hereto acknowledges and agrees that, subject to
the reuse and re-disclosure provisions of Xxxxxxxxxx X-X, 00 XXX Part 248.11, it
shall not disclose the non-public personal information of investors in the
Fund(s) obtained under this Agreement, except as necessary to carry out the
services set forth in this agreement or as otherwise permitted by law or
regulation.
Article 15 Force Majeure
15.1 No party shall be liable for any default or delay in the performance
of its obligations under this Agreement if and to the extent such default or
delay is caused, directly or indirectly, by (i) fire, flood, elements of nature
or other acts of God; (ii) any outbreak or escalation of hostilities, war,
riots, acts of terrorism or civil disorders in any country, (iii) any act or
omission of the other party or any governmental authority; (iv) any labor
disputes (whether or not the employees' demands are reasonable or within the
party's power to satisfy); or (v) nonperformance by a third party or any similar
cause beyond the reasonable control of such party, including without limitation,
failures or fluctuations in telecommunications or other equipment. In any such
event, the non-performing party shall be excused from any further performance
and observance of the obligations so affected only for as long as such
circumstances prevail and such party continues to use commercially reasonable
efforts to recommence performance or observance as soon as practicable.
Article 16 Assignment and Subcontracting
16.1 This Agreement, its benefits and obligations shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement may not be assigned or otherwise transferred
by either party hereto, without the prior
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written consent of the other party, which consent shall not be unreasonably
withheld; provided, however, that PFPC may, in its sole discretion, assign all
its right, title and interest in this Agreement to an affiliate, parent or
subsidiary, provided that in the event of any such assignment, PFPC will remain
liable for the acts and omissions of any assignee. PFPC may, in its sole
discretion, engage subcontractors to perform any of the obligations contained in
this Agreement to be performed by PFPC provided that PFPC shall remain liable
for the acts and omissions of any subcontractor as if performed by PFPC.
Article 17 Arbitration
17.1 Any claim or controversy arising out of or relating to this Agreement,
or breach hereof, shall be settled by arbitration administered by the American
Arbitration Association in Boston, Massachusetts in accordance with its
applicable rules, except that the Federal Rules of Evidence and the Federal
Rules of Civil Procedure with respect to the discovery process shall apply.
17.2 The parties hereby agree that judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction.
17.3 The parties acknowledge and agree that the performance of the
obligations under this Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to the provisions of this Article 17.
Article 18 Notice
18.1 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:
The Domini Funds
c/o Domini Social Investments LLC
000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
with a copy to Domini Social Investments' General Counsel, Xxxx Xxxxxx,
Esq., at the same address.
To PFPC:
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PFPC Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to PFPC's General Counsel at the same address.
Article 19 Governing Law/Venue
19.1 The laws of the Commonwealth of Massachusetts, excluding the laws on
conflicts of laws, shall govern the interpretation, validity, and enforcement of
this agreement. All actions arising from or related to this Agreement shall be
brought in the state and federal courts sitting in the City of Boston, and PFPC
and the Fund hereby submit themselves to the exclusive jurisdiction of those
courts.
Article 20 Counterparts
20.1 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.
Article 21 Captions
21.1 The captions of this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
Article 22 Publicity
22.1 Neither PFPC nor the Fund shall release or publish news releases,
public announcements, advertising or other publicity relating to this Agreement
or to the transactions contemplated by it without the prior review and written
approval of the other party; provided, however, that either party may make such
disclosures as are required by legal, accounting or regulatory requirements
after making reasonable efforts in the circumstances to consult in advance with
the other party.
Article 23 Relationship of Parties/Non-Solicitation
23.1 The parties agree that they are independent contractors and not
partners or co-venturers and nothing contained herein shall be interpreted or
construed otherwise.
23.2 During the term of this Agreement and for one (1) year afterward, (a)
the Fund shall not recruit, solicit, employ or engage, for the Fund or others,
PFPC's employees and (b)
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PFPC shall not recruit, solicit, employ or engage, for PFPC or others, employees
of the Fund or Domini Social Investments LLC.
Article 24 Customer Identification Program Notice
To help the government fight the funding of terrorism and money laundering
activities, Federal law requires each financial institution to obtain, verify,
and record information that identifies each person who opens an account with
that financial institution. Consistent with this requirement, PFPC will request
(or already has requested) the Fund's name, address, taxpayer identification
number or other government-issued identification number, and, if such party is a
natural person, that party's date of birth. PFPC may also ask (and may have
already asked) for additional identifying information, and PFPC may take steps
(and may have already taken steps) to verify the authenticity and accuracy of
these data elements.
Article 25 Entire Agreement; Severability
25.1 This Agreement, including Schedules, Addenda, and Exhibits hereto,
constitutes the entire Agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous proposals,
agreements, contracts, representations, and understandings, whether written or
oral, between the parties with respect to the subject matter hereof. No change,
termination, modification, or waiver of any term or condition of the Agreement
shall be valid unless in writing signed by each party. No such writing shall be
effective as against PFPC unless said writing is executed by a Senior Vice
President, Executive Vice President, or President of PFPC. A party's waiver of a
breach of any term or condition in the Agreement shall not be deemed a waiver of
any subsequent breach of the same or another term or condition.
25.2 The parties intend every provision of this Agreement to be severable.
If a court of competent jurisdiction determines that any term or provision is
illegal or invalid for any reason, the illegality or invalidity shall not affect
the validity of the remainder of this Agreement. In such case, the parties shall
in good faith modify or substitute such provision consistent with the original
intent of the parties. Without limiting the generality of this paragraph, if a
court determines that any remedy stated in this Agreement has failed of its
essential purpose, then all other provisions of this Agreement, including the
limitations on liability and exclusion of damages, shall remain fully effective.
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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.
DOMINI ADVISOR TRUST
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Title: Treasurer
------------------------------
PFPC INC.
By: /s/ Xxxxxxx XxXxxxxx
--------------------------------
Executive Vice President,
Title: Senior Managing Director
-----------------------------
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SCHEDULE A
DUTIES OF PFPC
1. Shareholder Information PFPC shall maintain a record of the number of
Shares held by each Shareholder of record which shall include name, address,
phone number, taxpayer identification and which shall indicate whether such
Shares are held in certificates or uncertificated form and whether such
shareholder has elected to receive dividends and distributions in cost or in
additional Shares. PFPC shall also maintain all such other data that was
maintained by the Funds' transfer agent immediately prior to the execution of
this Agreement.
2. Shareholder Services PFPC shall respond as appropriate to all general
inquiries and communications from Shareholders including, without limitation
inquiries and communications relating to Shareholder accounts with respect to
its duties hereunder and as may be from time to time mutually agreed upon
between PFPC and the Fund.
3. Share Certificates Subject to such policies as may from time to time be
approved by the Board of Trustees of the Fund, the Fund and PFPC agree as
follows:
(a) At the expense of the Fund, the Fund shall supply PFPC with an adequate
supply of blank share certificates to meet PFPC requirements therefor. Such
Share certificates shall be properly signed by facsimile. The Fund agrees that,
notwithstanding the death, resignation, or removal of any officer of the Fund
whose signature appears on such certificates, PFPC or its agent may continue to
countersign certificates which bear such signatures until otherwise directed by
Written Instructions.
(b) PFPC shall issue replacement Share certificates in lieu of certificates
which have been lost, stolen or destroyed, upon receipt by PFPC of properly
executed affidavits and lost certificate bonds, in form reasonably satisfactory
to PFPC, with the Fund and PFPC as obligees under the bond.
(c) PFPC shall also maintain a record of each certificate issued, the
number of Shares represented thereby and the Shareholder of record. With respect
to Shares held in open accounts or uncertificated form (i.e., no certificate
being issued with respect thereto) PFPC shall maintain comparable records of the
Shareholders thereof, including their names, addresses and taxpayer
identification. PFPC shall further maintain a stop transfer record on lost
and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials PFPC will
address and mail to Shareholders of the Fund, all reports to Shareholders,
dividend and distribution notices and proxy material for the Funds' meetings of
Shareholders. In connection with meetings of Shareholders, PFPC 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.
-18-
5. Sales of Shares
(a) PFPC 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 to rely on such Written
Instructions or official notice.
(b) In the event that any check or other order for the payment of money
is returned unpaid for any reason, PFPC will endeavor to: (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.
6. Transfer and Repurchase
(a) PFPC shall process all requests to transfer or redeem Shares in
accordance with the transfer or redemption procedures set forth in the Funds'
Prospectus and in accordance with such operational procedures and policies as
the Fund may from time to time adopt which are not inconsistent with the Funds'
Prospectus.
(b) PFPC will transfer or repurchase Shares upon receipt of Oral or
Written Instructions or otherwise pursuant to the Prospectus and Share
certificates, if any, properly endorsed for transfer or redemption, accompanied
by such documents as PFPC reasonably may deem necessary.
(c) PFPC reserves the right to refuse to transfer or repurchase Shares
until it is satisfied that the endorsement on the instructions is valid and
genuine. PFPC also reserves the right to refuse to transfer or repurchase Shares
until it is satisfied that the requested transfer or repurchase is legally
authorized, and it shall incur no liability for the refusal, in good faith, to
make transfers or repurchases which PFPC, 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 transfer or repurchase.
(d) When Shares are redeemed, PFPC shall, upon receipt of the
instructions and documents in proper form, deliver to the Custodian and the Fund
or their designee a notification setting forth the number of Shares to be
repurchased. Such repurchased shares shall be reflected on appropriate accounts
maintained by PFPC reflecting outstanding Shares of the Fund and Shares
attributed to individual accounts.
(e) PFPC shall, upon receipt of the monies provided to it by the
Custodian for the repurchase of Shares, pay such monies as are received from the
Custodian, all in accordance with the procedures described in the written
instruction received by PFPC from the Fund.
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(f) PFPC shall not process or effect any repurchase with respect to
Shares of the Fund after receipt by PFPC or its agent of notification of the
suspension of the determination of the net asset value of the Fund.
7. Dividends
(a) Upon the declaration of each dividend and each capital gains
distribution by the Board of Trustees of the Fund with respect to Shares of the
Fund, the Fund shall furnish or cause to be furnished to PFPC Written
Instructions 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 on the payment date and whether such dividend or distribution is
to be paid in Shares at net asset value.
(b) On or before the payment date specified in such resolution of the
Board of Trustees, the Fund will provide PFPC with sufficient cash to make
payment to the Shareholders of record as of such payment date.
(c) If PFPC does not receive sufficient cash from the Fund to make
total dividend and/or distribution payments to all Shareholders of the Fund as
of the record date, PFPC will, upon notifying the Fund, withhold payment to all
Shareholders of record as of the record date until sufficient cash is provided
to PFPC.
8. Retirement Plans. In connection with the individual retirement account,
simplified employee pension plan, rollover individual retirement plan,
educational XXX, Simple XXX and XXXX individual retirement account within the
meaning of Section 408 of the Internal Revenue Code of 1986, as amended (the
"Code") and the Plans described under Section 403(b) of the Code (each
hereinafter referred to as an "XXX" and, collectively, the "IRAs") offered by
the Fund for which contributions of the Funds' shareholders (the "Participants")
in the IRA's are invested in shares of the Fund, PFPC shall provide the
following administrative services in addition to those services described
herein:
(a) Establish a record of types and reasons for distributions (i.e.,
attainment of age 59-1/2, disability, death, return of excess
contributions, etc.);
(b) Record method of distribution requested and/or made;
(c) Receive and process designation of the beneficiary forms;
(d) Examine and process requests for direct transfers between
custodians/trustees, transfer and pay over to the successor assets in
the account and records pertaining thereto as requested;
(e) Prepare any annual reports or returns required to be prepared and/or
filed by a custodian of an XXX, including, but not limited to, an
annual fair market value report, Forms 1099R and 5498 and file with the
IRS and provide to Participant/Beneficiary; and
(f) Perform applicable federal withholding and send
Participants/Beneficiaries an annual TEFRA notice regarding required
federal tax withholding.
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9. Cash Management Services.
(a) PFPC shall establish demand deposit accounts (DDA's) with a cash
management provider to facilitate the receipt of purchase payments and the
processing of other Shareholder-related transactions. PFPC shall retain any
excess balance credits earned with respect to the amounts in such DDA's
("Balance Credits") after such Balance Credits are first used to offset any
banking service fees charged in connection with banking services provided on
behalf of the Fund. Balance Credits will be calculated and applied toward the
Funds' banking service charges regardless of the withdrawal of DDA balances
described in Section (b) below.
(b) DDA balances which cannot be forwarded on the day of receipt may be
withdrawn on a daily basis and invested in U.S. Treasury and Federal Agency
obligations, money market mutual fund, repurchase agreements, money market
preferred securities (rated A or better), commercial paper (rated A1 or P1),
corporate notes/bonds (rated A or better) and/or Eurodollar time deposits
(issued by banks rated A or better). PFPC bears the risk of loss on any such
investment and shall retain any earnings generated thereby. Other similarly
rated investment vehicles may be used, provided however, PFPC shall first notify
the Fund of any such change.
(c) Under normal circumstances, proceeds from share purchases will be wired
to the Funds' Custodian on the next business day after receipt by PFPC.
Notwithstanding the previous sentence, proceeds from share purchases through
late trading relationships will be wired to the Funds' Custodian on the same
business day on which they are received by PFPC. There is no charge for daylight
overdrafts.
10. Lost Shareholders. PFPC shall perform such services as are required in
order to comply with Rules 17a-24 and 17Ad-17 of the 34 Act (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 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.
11. Taxes. PFPC shall withhold applicable federal taxes on non-resident
alien accounts and withhold taxes on U.S. accounts as required by applicable
regulations, make all required federal tax deposits with respect to such
withheld amounts and prepare and file and deliver to shareholders the U.S.
Treasury Department Forms 1099 and other appropriate forms
-21-
required by federal authorities from time to time with respect to dividends,
capital gain distributions and redemptions paid to Shareholders.
12. Anti-Money Laundering: To the extent the other provisions of this
agreement require PFPC to establish, maintain and monitor accounts of investors
in the Fund consistent with securities laws, PFPC shall perform reasonable
actions necessary to help the Fund be in compliance with United States Federal
anti-money laundering ("AML") laws applicable to investor activity, including
the Bank Secrecy Act and the PATRIOT Act, as follows: In this regard, PFPC
shall: (a) establish and implement written internal policies, procedures and
controls reasonably designed to help prevent the Fund from being used to launder
money or finance terrorist activities; (b) provide for independent testing, by
an employee who is not responsible for the operation of PFPC's AML program or by
an outside party, for compliance with PFPC's established policies and
procedures; (c) designate a person or persons responsible for implementing and
monitoring the operation and internal controls of PFPC's AML program; and (d)
provide ongoing training of PFPC personnel relating to the prevention of
money-laundering activities. Upon the reasonable request of the Fund, PFPC shall
provide to the Fund (x) a copy of PFPC's written AML policies and procedures (it
being understood such information is to be considered confidential and treated
as such and afforded all protections provided to confidential information under
this agreement); (y) at the option of PPFC, a copy of a written assessment or
report prepared by the party performing the independent testing for compliance,
or a summary thereof, or a certification that the findings of the independent
party are satisfactory; and (z) a summary of the AML training provided for
appropriate personnel. PFPC agrees to permit inspections relating to its AML
program by U.S. Federal departments or regulatory agencies with appropriate
jurisdiction and to make available to examiners from such departments or
regulatory agencies such information and records relating to its AML program as
such examiners shall reasonably request.
13. CIP Services. To help the Fund comply with its Customer Identification
Program (which the Fund is required to have under regulations issued under
Section 326 of the USA PATRIOT Act) PFPC will do the following:
(a) Implement procedures under which new accounts in the Fund are not
established unless PFPC has obtained the name, date of birth (for
natural persons only), address and government-issued identification
number (collectively, the "DATA ELEMENTS") for each corresponding
CUSTOMER (as defined in 31 CFR 103.131).
(b) Use collected Data Elements to attempt to reasonably verify the
identity of each new Customer promptly before or after each
corresponding new account is opened. Methods may consist of
non-documentary methods (for which PFPC may use unaffiliated
information vendors to assist with such verifications) and documentary
methods (as permitted by 31 CFR 103.131), and may include procedures
under which PFPC personnel perform enhanced due diligence to verify the
identities of Customers the identities of whom were not successfully
verified through the first-level
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(which will typically be reliance on results obtained from an
information vendor) verification process(es).
(c) Record the Data Elements and maintain records relating to verification
of new Customers consistent with 31 CFR 103.131(b)(3).
(d) Regularly report to the Fund about measures taken under (a)-(c) above.
(e) If PFPC provides services by which prospective Customers may subscribe
for shares in the Fund via the Internet or telephone, work with the
Fund to notify prospective Customers, consistent with 31 CFR
103.(b)(5), about the Fund's CIP.
(f) Set forth on a separate fee schedule compensation amounts due for these
CIP Services.
Notwithstanding anything to the contrary, and without expanding the
scope of the express language above, PFPC need not collect the Data
Elements for (or verify) prospective customer (or accounts) beyond the
requirements of relevant regulation (for example, PFPC will not verify
customers opening accounts through NSCC) and PFPC need not perform any
task that need not be performed for the fund to be in compliance with
relevant regulation.
Unless the parties subsequently agree otherwise, PFPC need not perform any of
the steps (a)-(f) with respect to persons purchasing into the fund (or any
portfolio thereof) via exchange privileges.
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EXHIBIT 1 OF SCHEDULE A
-----------------------
PERFORMANCE STANDARDS
DOMINI STANDARDS
TRANSFER AGENCY SERVICES:
Category Components (to be reported individually)
Financials Purchases, Redemptions, Exchanges, Adjustments (both
financial and non-financial adjustments) Accuracy and
Timeliness Minimum Acceptable Quality Score: 99%
Non-Financials Maintenance (including address changes, option
changes, Legal Transfers, Transfer of Assets, New
Accounts) Accuracy and Timeliness Minimum Acceptable
Quality Score: 98%
Print Mail Statements, Confirms, Checks
Accuracy and Timeliness Minimum Acceptable Quality
Score: 99.5% Reprints done at PFPC's cost including
reimbursement for used stock and postage. Apology
letters to be sent at PFPC's expense
Shareholder Service Telephones, Correspondence
Accuracy and Timeliness Minimum Acceptable Quality
Score: 98% Review: Minimum Quality Scores for above
categories to be reviewed in one year for possible
improvements.
Completion Standards
Transaction Processing
(Days = business days; within 2 days includes day received), trade date = day
trade processed in accordance with fund prospectus
A. Complete on day of receipt:
o Purchases, redemptions, exchanges, financial adjustments, new
accounts, fiduciary to fiduciary transfer of assets, address change
B. Complete within 2 days of receipt:
o Non-financial adjustments, legal transfers
C. Complete within 2 days of receipt:
o Maintenance
D. 100% Same Day Quality Control of Financial Items and new account set up
E. Transfer of Assets Tracking
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o PFPC will track and follow-up with transfer of assets pending after
15-30-45 days, and every 15 days thereafter.
Print Mail and Wire*
A. Mailed on business day following trade date
o Shareholder check
o Distribution
B. Bank Wire or ACH disbursed on business day following trade date
o Shareholder redemption
o Distribution
C. Mailed within one day of trade date
o Confirms
o New account Welcome Letters
D. Mailed within five business days following the end of the reporting period
o Statements
E. Tax forms/tapes to produce tax forms will be delivered to vendors within
sufficient time to allow adherence to IRS mailing regulations.
F. Tax tapes will be created and mailed to adhere to IRS regulations.
* Note that Print Mail performance standards will be in effect only for
those mailings where services are provided or overseen by PFPC.
However, in all cases, PFPC will take reasonable efforts to ensure
adherence to these standards.
Shareholder Services
A. Telephone calls abandoned: no greater than 2% of calls received (excluding
calls that abandon in less than 20 seconds)
B. Financial correspondence mailed within TWO days of receipt (all
transactions received in good order will be processed on day of receipt)
C. Non-financial correspondence mailed within three days of receipt
D. Average speed of answer by a service representative 15 seconds
E. 80% of email and electronic correspondence sent within 24 hours after
receipt, with 100% of email and electronic correspondence sent within 48
hours after receipt.
F. PFPC will have qualified and trained personnel available to answer all
shareholder calls and provide customer services on all days the NYSE is
open for trading. Calls will be answered between the hours of 9:00 AM and
5:00 PM ET, quote line must be available daily with accurate information.
G. 99.5% of calls will be answered completely and satisfactorily on first
call.
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Quality
Series of shareholder and staff quality assurance evaluations and surveys to be
developed by the Fund with consultation of PFPC. Additionally, PFPC and Fund
managers will monitor randomly selected live calls and score operator
performance, based on mutually agreed upon Standards.
Sample categories
o Quality survey
o Accuracy
o Courtesy
o Knowledge
o Friendliness
o Empathy
o Listening
OMNIBUS PROCESSING INCLUDES RPOP/OMNIBUS DC PLANS.
Existing and new relationships: PFPC will adhere to customary deadlines for
processing trades and communicating with intermediaries. For example;
o PFPC will transmit, to each intermediary, by fax or other electronic means
(transmission requirements may vary be intermediary) Daily NAV's with
change from previous day and accrual factors by 6:15 PM ET. PFPC will bear
the financial liability of any trades which an intermediary cannot process
in a timely manner or are processed in error due to PFPC's late or
inaccurate transmission.
o PFPC will transmit by fax or other electronic means (may vary by
relationship) Distribution rates per share by 6:15 PM ET on ex-date.
o PFPC will confirm trades using intermediaries' proprietary systems by 8:30
AM day following day of receipt
o PFPC will cooperate with all customary requests made by Fund and
intermediaries
o PFPC will include RPOP trades in recap/supersheet on day following trade
date
o PFPC will fax fund recaps/supersheets to Fund and Fund's custodian(s) daily
BETWEEN 9:00 AM AND 9:30 AM (NO PENALTY IF LATE DUE TO RPOP TRADES)
Systems
o The Fund will have online inquiry capability from 8:30 AM to 6:00 PM ET, on
all days the NYSE is open for trading. On-line System Availability 99.0%
calculation 24 hrs *# work days per month - outage minutes 24 hrs *# work
days per month. Outages are defined as unscheduled inaccessibility of
production FSR database(s) measured at the Pittsburgh Data Center. On-line
System Response Time 3 seconds defined as response time for FSR measured at
the Pittsburgh Data Center.
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o Response time is defined as the average time it takes to navigate a PFPC
predefined set of FSR screens that are required to execute an account
inquiry. The average time is computed using screen to screen timing
samplings over a five (5) hour daily period for a five day period.
o Electronic images of statements will be produced and delivered to the Fund
no later than one month following the end of the statement period.
Reports
o Daily Reports will be electronically transmitted to the Fund each business
day by 7:00 AM ET.
o Other periodic reports will be electronically transmitted to the Fund by
7:00 AM ET on the next day following end of reporting period
o Turnaround Request for existing report to be transmitted to the Fund 2 days
o Request for new report production will be completed by PFPC within 5
business days of request submission to FDC.
o PFPC will report on quantity and types of calls received weekly, type
categories will be determined jointly by the Fund and PFPC
o PFPC will promptly (same day) notify the Fundof any large purchases
($500,000 or more) or large redemption requests ($500,000 or more)
received.
o PFPC will transmit data files to the Fund by 11:00 PM daily.
o Quarterly Reporting - more details in regards to industry trends and
regulatory notices related to reporting period
o Regular notification to Domini Social Investments of new features under
development for current and future technologies, such as VRU, Impressnet
and e-delivery.
Financial Control
o Accruals will be balanced with Custodian on a monthly basis and reconciled
daily. PFPC will pay for any difference in accruals resulting from
misprocessed or unprocessed transactions. Any overages resulting from the
same type of error will be returned to the Fund.
o Bank accounts will be reconciled on a daily basis, and any exceptions will
be identified and rectified within 5 days.
o Any overdraft in any bank accounts that occur as a result of misprocessing
and not processing items for problems with reconciliations will be paid for
by PFPC.
o Dividends will be balanced with the bank on a periodic basis depending on
the payout of those dividends. PFPC will pay for any difference in dividend
payout resulting from misprocessed or unprocessed transactions. Any
overages will be returned to the Fund.
o Fund shares and money market account balance will be reconciled with
Custodian daily.
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SCHEDULE B
----------
TASKS TO BE COMPLETED BY APRIL 30, 2005
---------------------------------------
PFPC agrees to use good faith efforts to complete the following tasks by the end
of the first eighteen (18) months of the Initial Term of the Agreement:
o Multiple PACs per shareholder account - Ability to pull $ from multiple
banks into one shareholder account.
o Online account set up using e-signatures
o Modification of the online account access system to enable shareholders to:
change their PIN, bank information and email address online
In addition, PFPC agrees to use good faith efforts to complete the following
tasks by the end of the first eighteen (18) months of the Initial Term of the
Agreement. PFPC reserves the right to require applicable amendments to the
Agreement, prior to the commencement of any of the services described below, in
order to properly describe the service and document any associated fees.
o House holding of shareholder statements and confirms by TIN or address.
o Multiple users capability for online account access for institutional
shareholders and 401k providers. In addition, capability for inquiry only.
o Marketing codes on a transaction level
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SCHEDULE C
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FUND DOCUMENTS
o Certified copy of the Articles of Incorporation of the Fund(s), as amended
o Certified copy of the By-laws of the Fund(s), as amended
o Copy of the resolution of the Board of Trustees authorizing the execution
and delivery of this Agreement
o Specimens of the certificates for Shares of the Fund(s), if applicable, in
the form approved by the Board of Trustees of the Fund(s), with a
certificate of the Secretary of the Fund(s) as to such approval
o All account application forms and other documents relating to Shareholder
accounts or to any plan, program or service offered by the Fund(s).
o Certified list of Shareholders of the Fund(s) with the name, address and
taxpayer identification number of each Shareholder, and the number of
Shares of the Fund(s) 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 therefore,
and the number of Shares redeemed by the Fund(s).
o All notices issued by the Fund(s) with respect to the Shares in accordance
with and pursuant to the Articles of Incorporation or By-laws of the
Fund(s) or as required by law.
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