TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY,
AS LISTED ON SCHEDULE A
AND
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
1. Terms of Appointment and Duties....................................1
2. Third Party Administrators for Defined Contribution Plans .........6
3. Fees and Expenses..................................................7
4. Representations and Warranties of the Transfer Agent...............9
5. Representations and Warranties of the Funds........................9
6. Wire Transfer Operating Guidelines................................10
7. Data Access and Proprietary Information...........................11
8. Indemnification...................................................13
9. Standard of Care..................................................16
10. Confidentiality ..................................................16
11. Covenants of the Funds and the Transfer Agent.....................17
12. Termination of Agreement..........................................19
13. Assignment and Third Party Beneficiaries..........................22
14. Subcontractors....................................................22
15. Changes and Modifications.........................................23
16. Miscellaneous.....................................................23
17. Additional Funds/Portfolios.......................................25
18. Limitations of Liability of the Trustees and Shareholders.........26
Schedule A Funds and Portfolios
Schedule 1.2(f) AML and CIP Delegation
Schedule 2.1 Third Party Administrator(s) Procedures
Schedule 3.1 Fees and Expenses
TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
THIS AGREEMENT made as of the 1st day of May 2007, by and between EACH OF THE
ENTITIES, INDIVIDUALLY AND NOT JOINTLY, as listed on Schedule A, having their
principal office and place of business at Xxx Xxxxxxxxx Xxxxxx, Xxx, Xxx Xxxx
00000 (collectively, the "Funds" and individually, the "Fund") and STATE STREET
BANK AND TRUST COMPANY, a Massachusetts trust company having its principal
office and place of business at State Street Financial Center, Xxx Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Transfer Agent").
WHEREAS, certain Funds may be authorized to issue shares in a separate series,
such series shall be named under the respective Fund in the attached Schedule A,
which may be amended by the parties from time to time, (each such series,
together with all other series subsequently established by a Fund and made
subject to this Agreement in accordance with Section 17, being herein referred
to as a "Portfolio", and collectively as the "Portfolios");
WHEREAS, each Fund is either a statutory or business trust or a corporation
organized under the laws of a state (as set forth on the Schedule A) and
registered with the Securities and Exchange Commission as an investment company
pursuant to the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, it is contemplated that additional Funds and Portfolios may become
parties to this Agreement by written consent of the parties hereto and in
accordance with Section 17; and
WHEREAS, each Fund, on behalf of itself and, where applicable, its Portfolios,
desires to appoint the Transfer Agent as its transfer agent, dividend disbursing
agent and agent in connection with certain other activities, and the Transfer
Agent desires to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment and Duties
-------------------------------
1.1 Transfer Agency Services. Subject to the terms and conditions set forth
in this Agreement, each Fund, on behalf of itself and, where applicable,
its Portfolios, hereby employs and appoints the Transfer Agent to act
as, and the Transfer Agent agrees to act as, its transfer agent for each
Fund's authorized and issued shares or beneficial interest, as the case
may be, ("Shares"), dividend disbursing agent and agent in connection
with any accumulation, open-account or similar plan provided to the
shareholders of each Fund and of any Portfolios of a Fund
("Shareholders"), including without limitation any periodic investment
plan or periodic withdrawal program. In accordance with procedures
established from time to time by agreement between the Transfer Agent
and each of the Funds and their respective Portfolios, (the
"Procedures") with such changes or deviations there from as have been
(or may from time to time be) agreed upon in writing by the parties, the
Transfer Agent agrees that it will perform the following services:
(a) Establish each Shareholder's account in the Fund on the Transfer
Agent's recordkeeping system and maintain such account for the benefit
of such Shareholder in accordance with the Procedures;
(b)Receive for acceptance and process orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation thereof to
the Custodian of the Fund authorized pursuant to the organizational
documents of the Fund (the "Custodian");
(c)Pursuant to purchase orders, issue the appropriate number of Shares
and hold such Shares in the appropriate Shareholder account;
(d) Receive for acceptance and process redemption requests and
redemption directions and deliver the appropriate documentation thereof
to the Custodian;
(e)In respect to items (a) through (d) above, the Transfer Agent may
execute transactions directly with broker-dealers authorized by the
Fund;
(f)At the appropriate time as and when it receives monies paid to it by
the Custodian with respect to any redemption, pay over or cause to be
paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
(g)Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(h)Prepare and transmit payments for dividends and distributions
declared by the Fund or any Portfolio thereof, as the case may be;
(i)If applicable, issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon receipt by the
Transfer Agent of indemnification satisfactory to the Transfer Agent and
protecting the Transfer Agent and the Fund, and the Transfer Agent at
its option, may issue replacement certificates in place of mutilated
stock certificates upon presentation thereof and without such indemnity;
(j) Issue replacement checks and place stop orders on original checks
based on Shareholder's representation that a check was not received or
was lost. Such stop orders and replacements will be deemed to have been
made at the request of the Fund, and, as between the Fund and the
Transfer Agent, the Fund shall be responsible for all losses or claims
resulting from such replacement;
(k)Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing;
(l)Record the issuance of Shares of the Fund and maintain pursuant to
SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund
which are authorized, based upon data provided to it by the Fund, and
issued and outstanding. The Transfer Agent shall also provide the Fund
on a regular basis with the total number of Shares
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which are authorized and issued and outstanding but 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;
(m) Accept any information, records, documents, data, certificates,
transaction requests by machine readable input, facsimile, CRT data
entry and electronic instructions, including e-mail communications,
which have been prepared, maintained or provided by the Fund or any
other person or firm on behalf of the Fund or from broker-dealers of
record or third-party administrators ("TPAs") on behalf of individual
Shareholders. With respect to transaction requests received in the
foregoing manner, the Transfer Agent shall not be responsible for
determining that the original source documentation is in good order,
which includes compliance with Rule 22c-1 under the 1940 Act, and it
will be the responsibility of the Fund to require its broker-dealers or
TPAs to retain such documentation. E-mail exchanges on routine matters
may be made directly with the Fund's contact at the Transfer Agent. The
Transfer Agent will not act on any e-mail communications coming to it
directly from Shareholders requesting transactions, including, but not
limited to, monetary transactions, change of ownership, or beneficiary
changes;
(n) Maintain and manage, as agent for the Fund, such bank accounts as
the Transfer Agent shall deem necessary for the performance of its
duties under this Agreement, including but not limited to, the
processing of share purchases and redemptions and the payment of Fund
dividends and distributions. The Transfer Agent may maintain such
accounts at the bank or banks deemed appropriate by the Transfer Agent.
In connection with the recordkeeping and other services provided to the
Fund hereunder, the Transfer Agent may receive compensation for the
management of such accounts and such compensation may be calculated
based upon the average balances of such accounts;
(o) Receive correspondence pertaining to any former, existing or new
Shareholder account, process such correspondence for proper
recordkeeping and respond to Shareholder correspondence; and
(p) Process any request from a Shareholder to change account
registration, beneficiary, beneficiary information, transfer and
rollovers in accordance with the Procedures.
1.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraphs, the
Transfer Agent shall perform the following services:
(a)Other Customary Services. Perform the customary services of a
transfer agent, dividend disbursing agent and, as relevant, agent in
connection with accumulation, open-account or similar plan (including
without limitation any periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, arrange for mailing of
Shareholder proxies, Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing
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U.S. Treasury Department Forms 1099 and other appropriate forms required
with respect to dividends and distributions by federal authorities for
all Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and redemptions
of Shares and other confirmable transactions in Shareholder accounts,
preparing and mailing activity statements for Shareholders, and
providing Shareholder account information;
(b)Control Book (also known as "Super Sheet"). Maintain a daily record
and produce a daily report for the Fund of all transactions and receipts
and disbursements of money and securities and deliver a copy of such
report for the Fund for each business day to the Fund no later than 9:00
AM Eastern Time, or such earlier time as the Fund may reasonably
require, on the next business day;
(c)"Blue Sky" Reporting. The Fund shall (i) identify to the Transfer
Agent in writing those transactions and assets to be treated as exempt
from blue sky reporting for each State and (ii) verify the establishment
of transactions for each State on the system prior to activation and
thereafter monitor the daily activity for each State. The responsibility
of the Transfer Agent for the Fund's blue sky State registration status
is solely limited to the initial establishment of transactions subject
to blue sky compliance by the Fund and providing a system which will
enable the Fund to monitor the total number of Shares sold in each
State;
(d) National Securities Clearing Corporation (the "NSCC"). (i) accept
and effectuate the registration and maintenance of accounts through
Networking and the purchase, redemption, transfer and exchange of shares
in such accounts through Fund/SERV (Networking and Fund/SERV being
programs operated by the NSCC on behalf of NSCC's participants,
including the Fund), in accordance with, instructions transmitted to and
received by the Transfer Agent by transmission from NSCC on behalf of
authorized broker-dealers on the Fund dealer file maintained by the
Transfer Agent; (ii) issue instructions to Fund's banks for the
settlement of transactions between the Fund and NSCC (acting on behalf
of its broker-dealer and bank participants); (iii) provide account and
transaction information from the affected Fund's records on DST Systems,
Inc.'s computer system TA2000 ("TA2000 System") in accordance with
NSCC's Networking and Fund/SERV rules for those broker-dealers; and (iv)
maintain Shareholder accounts on TA2000 System through Networking;
(e) New Procedures. New procedures as to who shall provide certain of
these services in Section 1 may be established in writing from time to
time by agreement between the Fund and the Transfer Agent. The Transfer
Agent may at times perform only a portion of these services and the Fund
or its agent may perform these services on the Fund's behalf;
(f) Anti-Money Laundering ("AML") Delegation. If the Fund elects to delegate
to the Transfer Agent certain AML duties under this Agreement, the
parties will agree to such duties and terms as stated in the attached
schedule ("Schedule 1.2(f) entitled "AML Delegation") which may be
changed from time to time subject to mutual written agreement between
the parties. In consideration of the performance of the duties by the
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Transfer Agent pursuant to this Section 1.2(f), the Fund agrees to pay
the Transfer Agent for the reasonable administrative expense that may be
associated with such additional duties;
(g) Call Center Services. Upon request of the Fund, answer telephone
inquiries from 9 a.m. to 4 p.m., eastern time, each day on which the New
York Stock Exchange is open for trading. The Transfer Agent shall answer
and respond to inquiries from existing Shareholders, prospective
Shareholders of the Fund and broker-dealers on behalf of such
Shareholders in accordance with the telephone scripts provided by the
Fund to the Transfer Agent, such inquiries may include requests for
information on account set-up and maintenance, general questions
regarding the operation of the Fund, general account information
including dates of purchases, redemptions, exchanges and account
balances, requests for account access instructions and literature
requests. In consideration of the performance of the duties by the
Transfer Agent pursuant to this Section, the Fund agrees to pay the
Transfer Agent the fee set forth on Schedule 3.1 attached hereto and the
reasonable reimbursable expenses that may be associated with these
additional duties;
(h) Short Term Trader. Upon request of the Fund, the Transfer Agent will
provide the Fund with periodic reports on trading activity in the Fund
based on parameters provided to the Transfer Agent by the Fund, as
amended from time to time. The services to be performed by the Transfer
Agent for the Fund hereunder will be ministerial only and the Transfer
Agent shall have no responsibility for monitoring or reviewing
market-timing activities. In consideration of the performance of the
duties by the Transfer Agent pursuant to this Section, the Fund agrees
to pay the Transfer Agent the fee set forth on Schedule 3.1 attached
hereto and the reasonable reimbursable expenses that may be associated
with these additional duties;
(i) Escheatment, Orders, Etc. If requested by the Fund (and as mutually
agreed upon by the parties as to any reasonable reimbursable expenses),
provide any additional related services (i.e., pertaining to
escheatments, abandoned property, garnishment orders, bankruptcy and
divorce proceedings, Internal Revenue Service or state tax authority tax
levies and summonses and all matters relating to the foregoing; and
(j) Performance of Certain Services by the Fund or Affiliates or Agents.
New procedures as to who shall provide certain of the transfer agency
and record-keeping related services may be established in writing from
time to time by agreement between the Fund and the Transfer Agent. The
Transfer Agent may at time perform only a portion of the services and
the Fund, its affiliates or agents may perform certain services on the
Fund's behalf.
1.3 Fiduciary Accounts. With respect to certain retirement plans or accounts
(such as individual retirement accounts ("IRAs"), SIMPLE IRAs, SEP IRAs,
Xxxx IRAs, Xxxxxxxxx Education Savings Accounts, and 403(b) arrangements
(such accounts, "Fiduciary Accounts"), the Transfer Agent, at the
request of the Fund, shall arrange for the provision of appropriate
prototype plans as well as provide or arrange for the provision of
various services to such plans and/or accounts, which services may
include
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custodial services to be provided by State Street Bank and Trust Company
("State Street"), account set-up maintenance, and disbursements as well
as such other services as the parties hereto shall mutually agree upon.
1.4 Site Visits and Inspections; Regulatory Examinations. During the term of
this Agreement, authorized representatives of the Funds may conduct
periodic site visits of the Transfer Agent's facilities and inspect the
Transfer Agent's records and procedures solely as they pertain to the
Transfer Agent's services for the Fund under or pursuant to this
Agreement. Such inspections shall be conducted at the Funds' expense
(which shall include costs related to providing materials, copying,
faxing, retrieving stored materials, and similar expenses) and shall
occur during the Transfer Agent's regular business hours and, except as
otherwise agreed to by the parties, no more frequently than twice a
year. In connection with such site visit and/or inspection, the Fund
shall not attempt to access, nor will it review, the records of any
other clients of the Transfer Agent and the Fund shall conduct the
visit/inspection in a manner that will not interfere with the Transfer
Agent's normal and customary conduct of its business activities,
including the provision of services to the Fund and to other clients.
The Transfer Agent shall have the right to immediately require the
removal of any Fund representatives from its premises in the event that
their actions, in the reasonable opinion of the Transfer Agent,
jeopardize the information security of its systems and/or other client
data or otherwise are disruptive to the business of the Transfer Agent.
The Transfer Agent may require any persons seeking access to its
facilities to provide reasonable evidence of their authority. The
Transfer Agent may also reasonably require any of the Fund's
representatives to execute a confidentiality agreement before granting
such individuals access to its facilities. The Transfer Agent will also
provide reasonable access to the Fund's governmental regulators, at the
Fund's expense, solely to (i) the Fund's records held by the Transfer
Agent and (ii) the procedures of the Transfer Agent directly related to
its provision of services to the Fund under the Agreement.
2. Third Party Administrators for Defined Contribution Plans
---------------------------------------------------------
2.1 The Fund may decide to make available to certain of its customers, a
qualified plan program (the "Program") pursuant to which the customers
("Employers") may adopt certain plans of deferred compensation ("Plan or
Plans") for the benefit of the individual Plan participant (the "Plan
Participant"), such Plan(s) being qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended ("Code") and administered by
TPAs which may be plan administrators as defined in the Employee
Retirement Income Security Act of 1974, as amended.
2.2 In accordance with the procedures established in the initial Schedule
2.1 entitled "Third Party Administrator Procedures", as may be amended
by the Transfer Agent and the Fund from time to time ("Schedule 2.1"),
the Transfer Agent shall:
(a) Treat Shareholder accounts established by the Plans in the name of
the Trustees, Plans or TPAs as the case may be as omnibus accounts;
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(b) Maintain omnibus accounts on its records in the name of the TPA or
its designee as the Trustee for the benefit of the Plan; and
(c) Perform all services under Section 1 as transfer agent of the Funds
and not as a record-keeper for the Plans.
2.3 Transactions identified under Sections 1 and 2 of this Agreement shall
be deemed exception services ("Exception Services")
when such transactions:
(a) Require the Transfer Agent to use methods and procedures other than
those usually employed by the Transfer Agent to perform transfer agency
and recordkeeping services;
(b) Involve the provision of information to the Transfer Agent after the
commencement of the nightly processing cycle of the TA2000 System; or
(c) Require more manual intervention by the Transfer Agent, either in
the entry of data or in the modification or amendment of reports
generated by the TA2000 System than is normally required.
3. Fees and Expenses
-----------------
3.1 Fee Schedule. For the performance by the Transfer Agent pursuant to this
Agreement, the Fund agrees to pay the Transfer Agent the fee and
expenses as set forth in the attached fee schedule ("Schedule 3.1").
Such fees and reimbursable expenses and advances identified under
Section 3.2 below may be changed from time to time subject to mutual
written agreement between the Fund and the Transfer Agent. The parties
agree that the fees set forth on Schedule 3.1 shall apply with respect
to the Funds set forth on Schedule A hereto as of the date hereof and to
any newly created funds added to this Agreement under Section 17 that
have requirements consistent with services then being provided by the
Transfer Agent under this Agreement. The fees set forth on Schedule 3.1,
however, shall not automatically apply to any funds resulting from
acquisition or merger subsequent to the execution of this Agreement. In
the event that a fund is to become a party to this Agreement as the
result of an acquisition or merger then the parties shall confer
diligently and in good faith, and agree upon fees applicable to such
fund.
3.2 Reimbursable Expenses. In addition to the fees paid under Section 3.1
above, the Fund agrees to reimburse the Transfer Agent for reimbursable
expenses, including but not limited to: AML/CIP annual fee, suspicious
activity reporting for networked accounts, audio response, checkwriting,
CIP-related database searches, commission fee application, data
communications equipment, computer hardware, DST disaster recovery
charge, escheatment, express mail and delivery services, federal wire
charges, forms and production, freight charges, household tape
processing, lost shareholder searches, lost shareholder tracking,
magnetic tapes, reels or cartridges, magnetic tape handling charges,
manual check pulls, microfiche/COOL, microfilm, network products, new
fund implementation, N.S.C.C. processing and communications, postage (to
be
7
paid in advance if so requested, offsite records storage, outside
mailing services, P.O. box rental, print/mail services, programming
hours, regulatory compliance fee per CUSIP, reporting (on request and
scheduled), returned checks, Short Term Trader, special mailing,
statements, supplies, tax reporting (federal and state),
telecommunications equipment, telephone (telephone and fax lines),
training, transcripts, travel, T.I.N. certification (W-8 & W-9), vax
payroll processing, year-end processing and other expenses incurred at
the specific direction of the Fund or with advance written notice to the
Fund.
3.3 Increases. The fees and charges set forth on Schedule 3.1 shall increase
or may be increased (i) in accordance with Section 3.6 below; (ii) upon
at least ninety (90) days prior written notice, if changes in laws
applicable to its transfer agency business or laws applicable to the
Fund, which the Transfer Agent has agreed to abide by and implement
increases the Transfer Agent's ongoing system utilization costs to
provide the affected function by five percent (5%) or more; or (iii) in
connection with new or additional functions or features or new services
or modes of operation of the TA2000 system. If the Transfer Agent
notifies the Fund of an increase in fees or charges pursuant to
subparagraph (ii) of this Section 3.3, the parties shall confer,
diligently and in good faith and agree upon a new fee or charges to
cover the amount necessary, but not more than such amount, to reimburse
the Transfer Agent for the increased costs of operation or new fund
features. If the Transfer Agent notified the Fund of an increase in fees
under subparagraph (iii) of this Section 3.3, the parties shall confer,
diligently and in good faith and agree upon a new fee to cover such new
fund feature.
3.4 Postage. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all shareholder accounts shall be advanced to the
Transfer Agent by the Fund at least seven (7) days prior to the mailing
date of such materials.
3.5 Invoices. The Fund agrees to pay all fees and reimbursable expenses
within thirty (30) days following the receipt of the respective invoice,
except for any fees or expenses that are subject to good faith dispute.
In the event of such a dispute, the Fund may only withhold that portion
of the fee or expense subject to the good faith dispute. The Fund shall
notify the Transfer Agent in writing within twenty-one (21) calendar
days following the receipt of each invoice if the Fund is disputing any
amounts in good faith. If the Fund does not provide such notice of
dispute within the required time, the invoice will be deemed accepted by
the Fund. The Fund shall settle such disputed amounts within five (5)
days of the day on which the parties agree on the amount to be paid by
payment of the agreed amount. If no agreement is reached, then such
disputed amounts shall be settled as may be required by law or legal
process.
3.6 Cost of Living Adjustment. After the first year of the Initial Term, the
total fee for all services for each succeeding year shall equal the fee
that would be charged for the same services based on a fee rate (as
reflected in a fee rate schedule) increased by the percentage increase
for the twelve-month period of such previous calendar year of the CPI-W
(defined below), or, in the event that publication of such Index is
terminated, any successor or substitute index, appropriately adjusted,
acceptable to both parties. As used herein, "CPI-W" shall mean the
Consumer Price Index for Urban Wage Earners
8
and Clerical Workers for Boston-Brockton-Nashua, MA-NH-ME-CT, (Base
Period: 1982-84 = 100), as published by the United States Department of
Labor, Bureau of Labor Statistics.
3.7 Late Payments. If any undisputed amount in an invoice of the Transfer
Agent (for fees or reimbursable expenses) is not paid when due, the Fund
shall pay the Transfer Agent interest thereon (from the due date to the
date of payment) at a per annum rate equal to one percent (1.0%) plus
the Prime Rate (that is, the base rate on corporate loans posted by
large domestic banks) published by The Wall Street Journal (or, in the
event such rate is not so published, a reasonably equivalent published
rate selected by the Transfer Agent) on the first day of publication
during the month when such amount was due. Notwithstanding any other
provision hereof, such interest rate shall be no greater than permitted
under applicable provisions of Massachusetts law.
4. Representations and Warranties of the Transfer Agent
----------------------------------------------------
The Transfer Agent represents and warrants to the Fund that:
4.1 It is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
4.2 It is duly registered as a transfer agent under Section 17A(c)(2) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and it
will remain so registered for the duration of this Agreement. It will
promptly notify the Fund in the event of any material change in its
status as a registered transfer agent.
4.3 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
4.4 It is empowered under applicable laws and by its by its Charter and
By-Laws to enter into and perform this Agreement.
4.5 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
4.6 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
5. Representations and Warranties of the Fund
------------------------------------------
The Fund represents and warrants to the Transfer Agent that:
5.1 It is a trust or corporation duly organized and existing and in good
standing under the laws of the state of its organization as set forth on
Schedule A.
5.2 It is empowered under applicable laws and by its organizational
documents to enter into and perform this Agreement.
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5.3 All corporate proceedings have been taken to authorize it to enter into
and perform this Agreement.
5.4 The Fund is an open-end and diversified management investment company
registered under the 0000 Xxx.
5.5 A registration statement under the Securities Act of 1933, as amended is
currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with
respect to all Shares being offered for sale by the Fund.
6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial
------------------------------------------------------------------------
Code
----
6.1 Obligation of Sender. The Transfer Agent is authorized to promptly debit
the appropriate Fund account(s) upon the receipt of a payment order in
compliance with the selected security procedure (the "Security
Procedure") chosen for funds transfer and in the amount of money that
the Transfer Agent has been instructed to transfer. The Transfer Agent
shall execute payment orders in compliance with the Security Procedure
and with the Fund instructions on the execution date provided that such
payment order is received by the customary deadline for processing such
a request, unless the payment order specifies a later time. All payment
orders and communications received after the customary deadline will be
deemed to have been received the next business day.
6.2 Security Procedure. The Fund acknowledges that the Security Procedure it
has designated on the Selection Form was selected by the Fund from
security procedures offered by the Transfer Agent. The Fund shall
restrict access to confidential information relating to the Security
Procedure to authorized persons as communicated to the Transfer Agent in
writing. The Fund must notify the Transfer Agent immediately if it has
reason to believe unauthorized persons may have obtained access to such
information or of any change in the Fund's authorized personnel. The
Transfer Agent shall verify the authenticity of all Fund instructions
according to the Security Procedure.
6.3 Account Numbers. The Transfer Agent shall process all payment orders on
the basis of the account number contained in the payment order. In the
event of a discrepancy between any name indicated on the payment order
and the account number, the account number shall take precedence and
govern.
6.4 Rejection. The Transfer Agent reserves the right to decline to process
or delay the processing of a payment order which (a) is in excess of the
collected balance in the account to be charged at the time of the
Transfer Agent's receipt of such payment order; (b) if initiating such
payment order would cause the Transfer Agent, in the Transfer Agent's
sole judgment, to exceed any volume, aggregate dollar, network, time,
credit or similar limits which are applicable to the Transfer Agent; or
(c) if the Transfer Agent, in good faith, is unable to satisfy itself
that the transaction has been properly authorized.
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6.5 Cancellation Amendment. The Transfer Agent shall use reasonable efforts
to act on all authorized requests to cancel or amend payment orders
received in compliance with the Security Procedure provided that such
requests are received in a timely manner affording the Transfer Agent
reasonable opportunity to act. However, the Transfer Agent assumes no
liability if the request for amendment or cancellation cannot be
satisfied.
6.6 Errors. The Transfer Agent shall assume no responsibility for failure to
detect any erroneous payment order provided that the Transfer Agent
complies with the payment order instructions as received and the
Transfer Agent complies with the Security Procedure. The Security
Procedure is established for the purpose of authenticating payment
orders only and not for the detection of errors in payment orders.
6.7 Interest. The Transfer Agent shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized
payment order, unless the Transfer Agent is notified of the unauthorized
payment order within thirty (30) days of notification by the Transfer
Agent of the acceptance of such payment order.
6.8 ACH Credit Entries/Provisional Payments. When the Fund initiates or
receives Automated Clearing House credit and debit entries pursuant to
these guidelines and the rules of the National Automated Clearing House
Association and the New England Clearing House Association, State Street
will act as an Originating Depository Financial Institution and/or
Receiving Depository Financial Institution, as the case may be, with
respect to such entries. Credits given by the Transfer Agent with
respect to an ACH credit entry are provisional until the Transfer Agent
receives final settlement for such entry from the Federal Reserve Bank.
If the Transfer Agent does not receive such final settlement, the Fund
agrees that the Transfer Agent shall receive a refund of the amount
credited to the Fund in connection with such entry, and the party making
payment to the Fund via such entry shall not be deemed to have paid the
amount of the entry.
6.9 Confirmation. Confirmation of Transfer Agent's execution of payment
orders shall ordinarily be provided within twenty four (24) hours notice
of which may be delivered through the Transfer Agent's proprietary
information systems, or by facsimile or call-back. Fund must report any
objections to the execution of an order within thirty (30) days.
7. Data Access and Proprietary Information
---------------------------------------
7.1 The Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Transfer Agent as
part of the Fund 's ability to access certain Fund -related data
maintained by the Transfer Agent on databases under the control and
ownership of the Transfer Agent or other third party ("Data Access
Services") constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of substantial
value to the Transfer Agent or other third party. In no event shall
Proprietary Information be deemed Customer Information (as defined in
Section 10.2 below) or the
11
confidential information of the Fund. The Fund agrees to treat all
Proprietary Information as proprietary to the Transfer Agent and further
agrees that it shall not divulge any Proprietary Information to any
person or organization except as may be provided hereunder. Without
limiting the foregoing, the Fund agrees for itself and its employees and
agents to:
(a)Use such programs and databases (i) solely on the Fund's computers,
(ii) solely from equipment at the location agreed to between the Fund
and the Transfer Agent and (iii) solely in accordance with the Transfer
Agent's applicable user documentation;
(b)Refrain from copying or duplicating in any way (other than in the
normal course of performing processing on the Fund's computer(s)), the
Proprietary Information;
(c)Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained,
to inform the Transfer Agent in a timely manner of such fact and dispose
of such information in accordance with the Transfer Agent's
instructions;
(d)Refrain from causing or allowing information transmitted from the
Transfer Agent's computer to the Fund's computer to be retransmitted to
any other computer or other device except as expressly permitted by the
Transfer Agent (such permission not to be unreasonably withheld);
(e)Allow the Fund to have access only to those authorized transactions
as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to
protect at the Transfer Agent's expense the rights of the Transfer Agent
in Proprietary Information at common law, under federal copyright law
and under other federal or state law.
7.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without
breach of this Agreement; (ii) are released for general disclosure by a
written release by the Transfer Agent; or (iii) are already in the
possession of the receiving party at the time of receipt without
obligation of confidentiality or breach of this Agreement.
7.3 The Fund acknowledges that its obligation to protect the Transfer
Agent's Proprietary Information is essential to the business interest of
the Transfer Agent and that the disclosure of such Proprietary
Information in breach of this Agreement would cause the Transfer Agent
immediate, substantial and irreparable harm, the value of which would be
extremely difficult to determine. Accordingly, the parties agree that,
in addition to any other remedies that may be available in law, equity,
or otherwise for the disclosure or use of the Proprietary Information in
breach of this Agreement, the Transfer Agent shall be entitled to seek
and obtain a temporary restraining order, injunctive relief, or other
equitable relief against the continuance of such breach.
12
7.4 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall
endeavor in a timely manner to correct such failure. Organizations from
which the Transfer Agent may obtain certain data included in the Data
Access Services are solely responsible for the contents of such data and
the Fund agrees to make no claim against the Transfer Agent arising out
of the contents of such third-party data, including, but not limited to,
the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND
SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN
AS IS, AS AVAILABLE BASIS. EXCEPT THOSE EXPRESSLY STATED HEREIN THE
TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
7.5 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order to (i)
effect the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information, then in such event the
Transfer Agent shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further inquiry
as long as such instruction is undertaken in conformity with security
procedures established by the Transfer Agent from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 7. The obligations of this
Section shall survive any earlier termination of this Agreement.
8. Indemnification
---------------
8.1 The Transfer Agent shall not be responsible for, and the Fund shall
indemnify and hold the Transfer Agent, and with respect to Section 1.3
and Section 8.1(f) herein, also State Street, harmless, from and
against, any and all losses, damages, costs, charges, counsel fees
(including the defense of any lawsuit in which the Transfer Agent or
affiliate is a named party), payments, expenses and liability arising
out of or attributable to:
(a)All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or willful
misconduct;
(b)The Fund 's lack of good faith, negligence or willful misconduct;
(c)The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors on: (i)
any information, records, documents, data, stock certificates or
services, which are received by the Transfer Agent or its agents or
subcontractors by machine readable input, facsimile, CRT data entry,
electronic instructions, or other similar means authorized by the Fund,
and which have been prepared, maintained or performed by the Fund or any
other person or firm on
13
behalf of the Fund including but not limited to any broker-dealer, TPA
or previous transfer agent; (ii) any instructions or requests of the
Fund or any of its officers; (iii) any instructions or opinions of legal
counsel with respect to any matter arising in connection with the
services to be performed by the Transfer Agent under this Agreement
which are provided to the Transfer Agent by counsel to the Fund after
consultation with such legal counsel and upon which instructions or
opinion the Transfer Agent is expressly permitted to rely or opinions of
legal counsel that are obtained by the Transfer Agent; or (iv) any paper
or document, reasonably believed to be genuine, authentic, or signed by
the proper person or persons;
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered,
or in violation of any stop order or other determination or ruling by
any federal or any state agency with respect to the offer or sale of
such Shares;
(e) The acceptance of facsimile transaction requests on behalf of
individual Shareholders received from broker-dealers, TPAs or the Fund,
and the reliance by the Transfer Agent on the broker-dealer, TPA or the
Fund ensuring that the original source documentation is in good order
and properly retained;
(f) The negotiation and processing of any checks, wires and ACH
transmissions including without limitation for deposit into, or credit
to, the Fund's demand deposit accounts maintained by the Transfer Agent;
or
(g) Upon the Fund's request entering into any agreements required by the
NSCC for the transmission of Fund or Shareholder data through the NSCC
clearing systems.
8.2 To the extent that the Transfer Agent is not entitled to indemnification
pursuant to Section 8.1 above and only to the extent of such right, the
Fund shall not be responsible for, and the Transfer Agent shall
indemnify and hold the Fund harmless from and against any losses,
damages, costs, charges, reasonable counsel fees, payments, expenses and
liability arising directly out of or attributable to any action or
failure of the Transfer Agent to act as a result of the Transfer's
Agent's lack of good faith, negligence or willful misconduct in the
performance of its services hereunder. For those activities or actions
delineated in the Procedures, the Transfer Agent shall be presumed to
have used reasonable care, acted without negligence, and acted in good
faith if it has acted in accordance with the Procedures.
8.3 In order that the indemnification provisions contained in this Section 8
shall apply, upon the assertion of a claim for which one party may be
required to indemnify the other party, the indemnified party shall
promptly notify the indemnifying party of such assertion, and shall keep
the indemnifying party advised with respect to all developments
concerning such claim. The indemnifying party shall have the option to
participate with the indemnified party in the defense of such claim or
to defend against said claim in its own name or in the name of the
indemnified party. The indemnified
14
party shall in no case confess any claim or make any compromise in any
case in which the indemnifying party may be required to indemnify the
indemnified party except with the indemnifying party's prior written
consent.
8.4 As-of Adjustments.
(a)Notwithstanding anything herein to the contrary, with respect to "as
of" adjustments, the Transfer Agent will not assume one hundred percent
(100%) responsibility for losses resulting from "as ofs" due to clerical
errors or misinterpretations of shareholder instructions, but the
Transfer Agent will discuss with the Fund the Transfer Agent's accepting
liability for an "as of" on a case-by-case basis and, subject to the
limitation set forth in Section 9, will accept financial responsibility
for a particular situation resulting in a financial loss to the Fund
where such loss is "material", as hereinafter defined, and, under the
particular facts at issue, the Transfer Agent's conduct was culpable and
the Transfer Agent's conduct is the sole cause of the loss. A loss is
"material" for purposes of this Section 8.4 when it results in a pricing
error on a particular transaction which equals or exceeds one ($.01)
full cent per share times the number of shares outstanding or such other
amounts as may be adopted by applicable accounting or regulatory
authorities from time to time.
(b)If the net effect of the "as of" transactions that are determined to
be caused solely by the Transfer Agent is negative and exceeds the above
limit, then the Transfer Agent shall promptly contact the Fund
accountants. The Transfer Agent will work with the Fund accountants to
determine what, if any, impact the threshold break has on the Fund's Net
Asset Value and what, if any, further action is required. These further
actions may include but are not limited to, the Fund re-pricing the
affected day(s), the Transfer Agent re-processing, at its expense, all
affected transactions in the Fund that took place during the period or a
payment to the Fund. The Fund agrees to work in good faith with the
Transfer Agent and wherever possible, absent a regulatory prohibition or
other mutually agreed upon reason, the Fund agrees to re-price the
affected day(s) and to allow the Transfer Agent to re-process the
affected transactions. When such re-pricing and re-processing is not
possible, and when the Transfer Agent must contribute to the settlement
of a loss, the Transfer Agent's responsibility will commence with that
portion of the loss over $0.01 per share calculated on the basis of the
total value of all shares owned by the affected portfolio (i.e., on the
basis of the value of the shares of the total portfolio, including all
classes of that portfolio, not just those of the affected class) and the
Transfer Agent will make such account adjustments and take such other
action as is necessary to compensate shareholders for shareholder losses
and reimburse the Fund for the amount of Fund losses in accordance with
the foregoing standards. If the Transfer Agent contributes to the
settlement of a loss, the amount paid by the Transfer Agent shall be
deducted from the amount of any accumulated losses calculated in the
fiscal year monitoring process described below.
(c) The Transfer Agent will monitor all portfolios across share classes
to determine the accumulated gain or loss effect of "as-of trades"
caused solely by the transfer agent. At the fiscal year end of each
portfolio, if the portfolio has an accumulated loss across share classes
that is attributed to the Transfer Agent, then the Transfer Agent shall
pay
15
to the Fund the amount of such loss in excess of $.01 per share
calculated on the basis of the total value of all shares owned by the
affected portfolio (i.e., on the basis of the value of the shares of the
total portfolio, including all classes of that portfolio, not just those
of the affected class). If at the end of the fiscal year, a portfolio
has accumulated a gain across share classes, that gain will remain with
the Fund
9. Standard of Care
----------------
The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to ensure the accuracy of
all services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to errors,
including encoding and payment processing errors, unless said errors are
caused by its negligence, bad faith, or willful misconduct or that of
its employees or agents. The parties agree that any encoding or payment
processing errors shall be governed by this standard of care and that
Section 4-209 of the Uniform Commercial Code is superseded by Section 9
of this Agreement. This standard of care also shall apply to Exception
Services, as defined in Section 2.3 herein, but shall take into
consideration and make allowances for the manual processing and
non-standard work involved in Exception Services. Notwithstanding the
foregoing, the Transfer Agent's aggregate liability during any term of
this Agreement with respect to, arising from or arising in connection
with this Agreement, or from all services provided or omitted to be
provided by the Transfer Agent under this Agreement for all of the Funds
subject this Agreement, whether in contract, or in tort, or otherwise,
is limited to, and shall not exceed the aggregate of the amounts
actually received hereunder by the Transfer Agent as fees and charges,
but not including reimbursable expenses, for all of the Funds covered by
this Agreement during the six (6) calendar months immediately preceding
the first event for which recovery from the Transfer Agent is being
sought. The foregoing limitation on liability shall not apply to any
loss or damage resulting from any fraud committed by the Transfer
Agent's employees or any intentional malevolent acts by the Transfer
Agent's employees. For purposes of this Section 9, "intentional
malevolent acts" shall mean those acts undertaken purposefully under the
circumstances in which the person knows or has reason to believe that
such acts violates this Agreement and are likely to cause damage or
harm.
10. Confidentiality
---------------
10.1 The Transfer Agent and the Fund agree that they will not, at any time
during the term of this Agreement or after its termination, reveal,
divulge, or make known to any person, firm, corporation or other
business organization, any customers' lists, trade secrets, cost figures
and projections, profit figures and projections, or any other secret or
confidential information whatsoever, whether of the Transfer Agent or of
the Fund, used or gained by the Transfer Agent or the Fund during
performance under this Agreement. The Fund and the Transfer Agent
further covenant and agree to retain all such knowledge and information
acquired during and after the term of this Agreement respecting such
lists, trade secrets, or any secret or confidential information
whatsoever in trust for the sole benefit of the Transfer Agent or the
Fund and their successors and assigns. In the event of breach of the
foregoing by either party, the remedies provided by Section 7.3 shall be
16
available to the party whose confidential information is disclosed. The
above prohibition of disclosure shall not apply to the extent that the
Transfer Agent must disclose such data to its sub-contractor or Fund
agent for purposes of providing services under this Agreement.
10.2 As between the Fund and Transfer Agent, Customer Information (as defined
below) is and will remain the sole and exclusive property of the Fund.
"Customer Information" means all the customer identifying data however
collected or received, including without limitation, through "cookies"
or non-electronic means pertaining to or identifiable to the Fund's
customer(s) or prospective customer(s) and plan administrators
(collectively, "Fund Customers"), including without limitation, (i)
name, address, email address, passwords, account numbers, personal
financial information, personal preferences, demographic data, marketing
data, data about securities transactions, credit data or any other
identification data; (ii) any information that reflects the use of or
interactions with a Fund service, including the Fund's web site; or
(iii) any data otherwise submitted in the process of registering for a
Fund service. For the avoidance of doubt, Customer Information shall
include all "nonpublic personal information," as defined under the
Xxxxx-Xxxxx-Xxxxxx Act of 1999 (Public Law 106-102, 113 Stat. 1138)
("GLB Act"). This Agreement shall not be construed as granting any
ownership rights in Transfer Agent to Customer Information.
10.3 The Transfer Agent represents, covenants, and warrants that Transfer
Agent will use Customer Information only in compliance with (i) the
provisions of this Agreement, (ii) its own Privacy and Information
Sharing Policy, as amended and updated from time to time and (iii)
privacy laws applicable to its business, including the GLB Act as such
is applicable to its transfer agency business.
10.4 In the event that any requests or demands are made for the inspection of
the Shareholder records of the Fund, other than request for records of
Shareholders pursuant to standard subpoenas from state or federal
government authorities (i.e., divorce and criminal actions), the
Transfer Agent will use reasonable efforts to notify the Fund (except
where prohibited by law) and to secure instructions from an authorized
officer of the Fund as to such inspection. The Transfer Agent expressly
reserves the right, however, to exhibit the Shareholder records to any
person whenever it is advised by counsel that it may be held liable for
the failure to exhibit the Shareholder records to such person or if
required by law or court order
11. Covenants of the Fund and the Transfer Agent
11.1 The Fund shall promptly furnish to the Transfer Agent the following:
(a)A certified copy of the resolution of the Board of Trustees or the
Board of Directors, as the case may be, of the Fund authorizing the
appointment of the Transfer Agent and the execution and delivery of this
Agreement; and
(b)A copy of the organizational documents of the Fund and all amendments
thereto.
17
11.2 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping of
stock certificates, check forms and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping account
of, such certificates, forms and devices.
11.3 Records. The Transfer Agent shall keep records relating to the services
to be performed hereunder, in the form, manner and for such periods, as
it may deem advisable and as may be required by the laws and regulations
applicable to its business as a Transfer Agent, including those set
forth in 17 CFR 240.17Ad-6 and 17 CFR 240.17Ad-7, as such regulations
may be amended from time to time. The Transfer Agent shall also maintain
customary records in connection with its agency for the Fund;
particularly those records required to be maintained pursuant to
subparagraph (2)(iv) of paragraph (b) of Rule 31a-1 under the Investment
Company Act of 1940. Records maintained by the Transfer Agent on behalf
of the Fund shall be made available for reasonable examinations by the
SEC upon reasonable request and shall be maintained by the Transfer
Agent for such period as required by applicable law or until such
earlier time as the Transfer Agent has delivered such records into the
Fund's possession or destroyed them at the Fund's request.
11.4 Service Locations. The Transfer Agent may provide the services hereunder
from service locations within or outside of the United States. The
Transfer Agent will provide the Fund with reasonable prior notice of any
proposed change in service location, including a general description of
the services that will be provided at any new service location and such
other information as the Fund may reasonably request.
11.5 Compliance Program. The Transfer Agent maintains and will contain to
maintain a comprehensive compliance program reasonably designed to
prevent violations of the federal securities laws pursuant to Rule 38a-1
under the 1940 Act. Pursuant to its compliance program, the Transfer
Agent will provide periodic measurement reports to the Fund. Upon
request of the Fund, the Transfer Agent will provide to the Fund in
connection with any periodic annual or semi-annual shareholder report
filed by the Fund or, in the absence of the filing of such reports, on
quarterly basis, a sub-certification pursuant to the Xxxxxxxx-Xxxxx Act
of 2002 with respect to the Transfer Agent's performance of the services
set forth in this Agreement and its internal controls related thereto.
In addition, on a quarterly basis, the Transfer Agent will provide to
the Fund a certification in connection with Rule 38a-1 under the 1940
Act. The Transfer Agent reserves the right to amend and update its
compliance program and the measurement tools and certifications provided
thereunder from time to time in order to address changing regulatory and
industry developments.
11.6 SAS70 Reports. The Transfer Agent will furnish to the Fund, on a
semi-annual basis, a report in accordance with Statements on Auditing
Standards No. 70 (the "SAS70 Report") as well as such other reports and
information relating to the Transfer Agent's policies and procedures and
its compliance with such policies and procedures and with the laws
applicable to its business and its services, as the Fund may reasonable
request.
18
11.7 Information Security. The Transfer Agent maintains and will continue to
maintain at each service location physical and information security
safeguards against the destruction, loss, theft or alteration of the
Fund's Confidential Information, including Customer Information, in the
possession of the Transfer Agent that will be no less rigorous than
those in place at the effective date of this Agreement, and from time to
time enhanced in accordance with changes in regulatory requirements. The
Transfer Agent will, at a minimum, update its policies to remain
compliant with regulatory requirements. The Transfer Agent will meet
with the Fund, at its request, on an annual basis to discuss information
security safeguards. If the Transfer Agent or its agents discover or are
notified of that someone has violated security relating to the Fund's
Confidential Information, including Customer Information, the Transfer
Agent will promptly (a) notify the Fund of such violation, and (b) if
the applicable Confidential Information was in the possession or under
the control of the Transfer Agent or its agents at the time of such
violation, the Transfer Agent will promptly (i) investigate, contain and
address the violation, and (ii) provide the Fund with assurance
reasonably satisfactory to the Fund that such violation will not recur.
11.8 Business Continuity. The Transfer Agent will maintain a comprehensive
business continuity plan and will provide an executive summary of such
plan upon reasonable request of the Fund. The Transfer Agent will test
the adequacy of its business continuity plan at least annually and upon
request, the Fund may participate in such test. Upon request by the
Fund, the Transfer Agent will provide the Fund with a letter assessing
the most recent business continuity test results. In the event of a
business disruption that materially impacts the Transfer Agent's
provision of services under this Agreement, the Transfer Agent will
promptly notify the Fund of the disruption and the steps being
implemented under the business continuity plan.
12. Termination of Agreement
------------------------
12.1 Term. The initial term of this Agreement (the "Initial Term") shall be
five (5) years from the date first stated above unless terminated
pursuant to the provisions of this Section 12. The term may be renewed
by mutual agreement of the Transfer Agent and the individual Fund for
successive periods of one year each ("Renewal Term"). Either the
Transfer Agent or the Fund shall give written notice to the other party
one hundred twenty (120) days before the expiration of the Initial Term
or of a Renewal Term if such party desires not to renew the term for an
additional one year period and in the absence of such notice the
Agreement shall renew automatically for such one year term. In the event
a Fund wishes to terminate this Agreement as to the Fund prior to the
expiration of the Initial Term or a Renewal Term, the Fund shall give
one hundred twenty (120) days prior written notice to the Transfer Agent
and shall be subject to the terms of this Section, including the
payments applicable under Section 12.3. One hundred twenty (120) days
before the expiration of the Initial Term or a Renewal Term, the
Transfer Agent and the Fund will agree upon a Fee Schedule for the
upcoming Renewal Term. In the event the parties fail to agree upon a new
Fee Schedule as of such date, the Fee Schedule set forth as Schedule 3.1
hereto shall remain in effect subject to increase under
19
Section 3.6. Notwithstanding the termination or non-renewal of this
Agreement, the terms and conditions of this Agreement shall continue to
apply until the completion of Deconversion (defined below).
12.2 Deconversion. In the event that this Agreement is terminated or not
renewed for any reason by the Fund, the Transfer Agent agrees that, in
order to provide for uninterrupted service to the Fund, the Transfer
Agent, at Fund's request, shall offer reasonable assistance to the Fund
in converting the Fund's records from the Transfer Agent's systems to
whatever services or systems are designated by Fund (the
"Deconversion"). Such Deconversion is subject to the recompense of the
Transfer Agent for such assistance at its standard rates and fees in
effect at the time and to a reasonable time frame for performance as
agreed to by the parties. As used herein "reasonable assistance" and
"transitional assistance" shall not include requiring the Transfer Agent
(i) to assist any new service or system provider to modify, to alter, to
enhance, or to improve such provider's system, or to provide any new
functionality to such provider's system, (ii) to disclose any protected
information of the Transfer Agent, including the Proprietary Information
as defined in Section 7.1, or (iii) to develop Deconversion software, to
modify any of the Transfer Agent's software, or to otherwise alter the
format of the data as maintained on any provider's systems.
12.3 Termination or Non Renewal.
(a) Outstanding Fees and Charges. In the event of termination or
non-renewal of this Agreement by the Fund, the Fund will promptly pay
the Transfer Agent all fees and charges for the services provided under
this Agreement (i) which have been accrued and remain unpaid as of the
date of such notice of termination or non-renewal and (ii) which
thereafter accrue for the period through and including the date of
Fund's Deconversion.
(b) Deconversion Costs and Post-Deconversion Support Fees. In the event
of termination or non-renewal of this Agreement by the Fund, the Fund
shall pay the Transfer Agent for the Deconversion costs as noted in
Section 12.2 and all reasonable fees and expenses for providing any
support services that the Fund requests the Transfer Agent to provide
post Deconversion, including but not limited to tax reporting and open
issue resolution.
(c) Early Termination for Convenience. In addition to the foregoing, in
the event that the Fund terminates this Agreement prior to the end of
the Initial Term or any Renewal Term other than due to the Transfer
Agent's bankruptcy under Section 12.6 or for cause under Section 12.7,
the Fund shall pay the Transfer Agent an amount equal to the average
monthly fee paid by the Fund to the Transfer Agent under the Agreement
multiplied by the number of months remaining in the Initial or Renewal
Term and calculated as set forth on the then current Fee Schedule, on
the date notice of termination was given to the Transfer Agent (the
"Early Termination Fee").
12.4 Confidential Information. Upon termination of this Agreement, each party
shall return to the other party all copies of confidential or
proprietary materials or information received from such other party
hereunder, other than materials or information required to be retained
by such party under applicable laws or regulations.
20
12.5 Unpaid Invoices. The Transfer Agent may terminate this Agreement
immediately upon an unpaid invoice payable by the Fund to the Transfer
Agent being outstanding for more than ninety (90) days after receipt by
the Fund, except with respect to any amount subject to a good faith
dispute within the meaning of Section 3.5 of this Agreement.
12.6 Bankruptcy. Either party hereto may terminate this Agreement by notice
to the other party, effective at any time specified therein, in the
event that (a) the other party ceases to carry on its business or (b) an
action is commenced by or against the other party under Title 11 of the
United States Code or a receiver, conservator or similar officer is
appointed for the other party and such suit, conservatorship or
receivership is not discharged within thirty (30) days.
12.7 Cause. If either of the parties hereto becomes in default in the
performance of its duties or obligations hereunder and such default has
a material adverse effect on the other party, then the non-defaulting
party may give notice to the defaulting party specifying the nature of
the default in sufficient detail to permit the defaulting party to
identify and cure such default. If the defaulting party fails to cure
such default within thirty (30) days of receipt of such notice, or
within such other period of time as the parties may agree is necessary
for such cure, then the non-defaulting party may terminate this
Agreement upon notice of not less than five (5) days to the defaulting
party.
12.8 In the event that the Fund terminates this Agreement prior to the end of
the Initial Term or any Renewal Term, other than by reason of the
Transfer Agent's bankruptcy under Section 12.6 or for cause under
Section 12.7, then effective as of the first day of any month in which
the Transfer Agent receives notice of such termination, all discounts of
fees and charges or fee concessions provided under this Agreement and
any related agreements shall cease and shall be recoverable
retroactively to the date such discount or fee concession was first
granted and the Fund shall return the amount of any such discounts and
fee concessions and thereafter pay full, undiscounted fees and charges
for the services.
12.9 The parties agree that the effective date of any Deconversion as a
result of termination hereof shall not occur during the period from
December 15th through March 1st of any year to avoid adversely impacting
a year-end.
12.10 Within thirty (30) days after completion of a Deconversion, the Funds
will give notice to the Transfer Agent containing reasonable
instructions regarding the disposition of tapes, data files, records,
original source documentation or other property belonging to the Fund
and then in the Transfer Agent's possession and shall make payment for
the Transfer Agent's reasonable costs to comply with such notice. If the
Fund fails to give that notice within thirty (30) days after termination
of this Agreement, then the Transfer Agent may dispose of such property
as it sees fit. The reasonable costs of any such disposition or of the
continued storage of such tapes, data files, records, original source
documentation or other properties shall be billed to, and within thirty
(30) days of receipt of such invoice paid by, the Fund. Failure to pay
such sums when due shall incur a late charge in accordance with Section
3.7 of this Agreement. In no event shall the Transfer Agent be
21
required to keep archived versions of Fund records beyond the
requirements of law applicable to its transfer agency business and the
terms of this Section 12.10. In the event the Fund terminates this
Agreement and later re-engages the Transfer Agent for performance of
transfer agency services, the Fund agrees to pay the reasonable
administrative costs for recovery of any records that are still in the
Transfer Agent's possession.
13. Assignment and Third Party Beneficiaries
----------------------------------------
13.1 Except as provided in Section 14.1 below neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without
the written consent of the other party. Any attempt to do so in
violation of this Section shall be void. Unless specifically stated to
the contrary in any written consent to an assignment, no assignment will
release or discharge the assignor from any duty or responsibility under
this Agreement.
13.2 Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than the Transfer Agent and the Fund, and the
duties and responsibilities undertaken pursuant to this Agreement shall
be for the sole and exclusive benefit of the Transfer Agent and the
Fund. This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
13.3 This Agreement does not constitute an agreement for a partnership or
joint venture between the Transfer Agent and the Trust. Other than as
provided in Section 14.1 and Schedule 1.2(f), neither party shall make
any commitments with third parties that are binding on the other party
without the other party's prior written consent.
14. Subcontractors
14.1 The Transfer Agent may, without further consent on the part of the
Funds, subcontract for the performance hereof with an affiliate of the
Transfer Agent which is duly registered as a transfer agent pursuant to
Section 17A(c)(2) of the 1934 Act or, with regard to print/mail
services, to DST Output, Inc., provided, however, that the Transfer
Agent shall be fully responsible to the Funds for the acts and omissions
of its subcontractor as it is for its own acts and omissions. The
foregoing shall not be deemed to apply to any direct contracts between
the Fund and any affiliate or subcontractor of the Transfer Agent as to
which the Transfer Agent is not a party.
14.2 For purposes of this Agreement, unaffiliated third parties such as by
way of example and not limitation, Airborne Services, Federal Express,
United Parcel Service, the U.S. Mails, the NSCC and telecommunication
companies, shall not be deemed to be subcontractors of the Transfer
Agent.
22
15. Changes and Modifications
15.1 During the term of this Agreement the Transfer Agent will use on behalf
of the Fund, without additional cost, all modifications, enhancements,
or changes which its affiliate DST Systems, Inc. may make to the TA2000
System in the normal course of its business and which are applicable to
functions and features offered by the Fund, unless substantially all
clients of the Transfer Agent are charged separately for such
modifications, enhancements or changes, including, without limitation,
substantial system revisions or modifications necessitated by changes in
existing laws, rules or regulations. The Fund agrees to pay the Transfer
Agent promptly for modifications and improvements which are charged for
separately at the rate provided for in the Transfer Agent's standard
pricing schedule which shall be identical for substantially all clients,
if a standard pricing schedule shall exist. If there is no standard
pricing schedule, the parties shall mutually agree upon the rates to be
charged.
15.2 The Transfer Agent shall have the right, at any time and from time to
time, to alter and modify any systems, programs, procedures or
facilities used or employed in performing its duties and obligations
hereunder; provided that the Fund will be notified as promptly as
possible prior to implementation of such alterations and modifications
and that no such alteration or modification or deletion shall materially
adversely change or affect the operations and procedures of the Fund in
using or employing the TA2000 System or the Transfer Agent's facilities
hereunder or the reports to be generated by such system and facilities
hereunder, unless the Fund is given thirty (30) days prior notice to
allow the Fund to change its procedures and unless the Transfer Agent
provides the Fund with revised operating procedures and controls.
15.3 All enhancements, improvements, changes, modifications or new features
added to the TA2000 System however developed or paid for shall be, and
shall remain, the confidential and exclusive property of, and
proprietary to, DST Systems, Inc., an affiliate of the Transfer Agent.
16. Miscellaneous
-------------
16.1 Amendment. This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a
resolution of the Board of Trustees or the Board of Directors, as the
case may be, of the Fund.
16.2 Massachusetts Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
The Commonwealth of Massachusetts.
16.3 Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
acts of war or terrorism, strikes, equipment or transmission failure or
damage reasonably beyond its control, or other
23
causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to
perform or otherwise from such causes.
16.4 Consequential Damages. Neither party to this Agreement shall be liable
to the other party for special, indirect or consequential damages under
any provision of this Agreement or for any special, indirect or
consequential damages arising out of any act or failure to act
hereunder.
16.5 Survival. All provisions regarding indemnification, warranty, liability,
and limits thereon, and confidentiality and/or protections of
proprietary rights and trade secrets shall survive the termination of
this Agreement.
16.6 Severability. If any provision or provisions of this Agreement shall be
held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
16.7 Priorities Clause. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this Agreement
and any Schedules or attachments hereto, the terms and conditions
contained in this Agreement shall take precedence.
16.8 Waiver. No waiver by either party or any breach or default of any of the
covenants or conditions herein contained and performed by the other
party shall be construed as a waiver of any succeeding breach of the
same or of any other covenant or condition.
16.9 Merger of Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
16.10 Counterparts. This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
16.11. Reproduction of Documents. This Agreement and all schedules, exhibits,
attachments and amendments hereto may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other
similar process. The parties hereto each agree that any such
reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party
in the regular course of business, and that any enlargement, facsimile
or further reproduction shall likewise be admissible in evidence.
16.12 Notices. All notices and other communications as required or permitted
hereunder shall be in writing and sent by first class mail, postage
prepaid, addressed as follows or to such other address or addresses of
which the respective party shall have notified the other.
24
(a) If to the Transfer Agent, to:
State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: (000) 000-0000
(b) If to the Funds, to:
Attention:
Facsimile:
17. Additional Portfolios/ Funds
17.1 Additional Portfolios. In the event that a Fund establishes one or more
series of Shares, in addition to those listed on the attached Schedule
A, with respect to which it desires to have the Transfer Agent render
services as transfer agent under the terms hereof, it shall so notify
the Transfer Agent in writing, and if the Transfer Agent agrees in
writing to provide such services, such series of Shares shall become a
Portfolio hereunder by the parties amending the Schedule A to include
the additional series.
17.2 Additional Funds. In the event that an entity affiliated with the Funds,
in addition to those listed on the Schedule A, desires to have the
Transfer Agent render services as transfer agent under the terms hereof
and the Transfer Agent agrees to provide such services, upon completion
of an amended Schedule A signed by all parties to the Agreement, such
entity shall become a Fund hereunder and any series thereof shall become
a Portfolio hereunder.
17.3 Conditions re: Additional Funds/Portfolios. In the event that the
Transfer Agent is to become the transfer agent for new funds or
portfolios, the Transfer Agent shall add them to the TA2000 System upon
at least thirty (30) days' prior written notice to the Transfer Agent
provided that the requirements of such funds or portfolios are generally
consistent with services then being provided by the Transfer Agent under
this Agreement, in which case the fees and expenses for such additional
funds or portfolios shall be as set forth on Schedule 3.1 for the
remainder of the then-current term. To the extent such funds or
portfolios use functions, features or services not set forth in Section
1.1, Section 1.2 or Schedule 3.1, the rates and charges applicable to
such new functions, features or characteristics may be established or
increased in accordance with Section 3.3.
25
18. Limitations of Liability of the Directors and Shareholders
----------------------------------------------------------
It is expressly acknowledged and agreed that the obligations of the Fund
hereunder shall not be binding upon any of the shareholders, Directors,
officers, employees or agents of the Fund, personally, but shall bind
only the property of the Fund, as provided in its Articles of Amendment
and Restatement. The execution and delivery of this Agreement have been
authorized by the Directors of the Fund and signed by an officer of the
Fund, acting as such, and neither such authorization by such Directors
nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any
of them personally, but shall bind only the Fund property of the Fund as
provided in its Articles of Amendment and Restatement.
26
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
EACH OF THE ENTITIES, INDIVIDUALLY
AND NOT JOINTLY, AS LISTED ON SCHEDULE A
By: ___________________________________
Name: ________________________________
Title: ________________________________
As an Authorized Officer on behalf of
each of the Funds indicated on Schedule A
ATTEST:
--------------------------------
STATE STREET BANK AND TRUST COMPANY
By: ___________________________________
Xxxxxx X. Xxxxxx, Vice Chairman
ATTEST:
-------------------------------
27
SCHEDULE A
Fund Type of Entity Jurisdiction
---- -------------- ------------
The Gabelli SRI Fund, Inc. Corporation Maryland
EACH OF THE ENTITIES, INDIVIDUALLY STATE STREET BANK AND TRUST
AND NOT JOINTLY, AS LISTED ON COMPANY
By: ___________________________________ By: _______________________________
Name: _________________________________ Name: _____________________________
Title: ________________________________ Title: _____________________________
As an Authorized Officer on behalf of
each of the Funds indicated on Schedule A
Schedule A-1
SCHEDULE 1.2(f)
AML DELEGATION
Dated: May 1, 2007
1. Delegation.
1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund hereby delegates to the Transfer Agent those aspects of the Fund's
Program that are set forth in Section 4 below (the "Delegated Duties").
The Delegated Duties set forth in Section 4 may be amended, from time to
time, by mutual agreement of the Fund and the Transfer Agent upon the
execution by such parties of a revised Schedule 1.2(g) bearing a later
date than the date hereof.
1.2 The Transfer Agent agrees to perform such Delegated Duties, with respect
to the ownership of shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information, subject to and in
accordance with the terms and conditions of this Agreement.
2. Consent to Examination. In connection with the performance by the
Transfer Agent of the Delegated Duties, the Transfer Agent understands
and acknowledges that the Fund remains responsible for assuring
compliance with the USA PATRIOT Act and that the records the Transfer
Agent maintains for the Fund relating to the AML Program may be subject,
from time to time, to examination and/or inspection by federal
regulators in order that the regulators may evaluate such compliance.
The Transfer Agent hereby consents to such examination and/or inspection
and agrees to cooperate with such federal examiners in connection with
their review. For purposes of such examination and/or inspection, the
Transfer Agent will use its best efforts to make available, during
normal business hours and on reasonable notice all required records and
information for review by such examiners.
3. Limitation on Delegation. The Fund acknowledges and agrees that in
accepting the delegation hereunder, the Transfer Agent is agreeing to
perform only the Delegated Duties, as may be amended from time to time,
and is not undertaking and shall not be responsible for any other aspect
of the AML Program or for the overall compliance by the Fund with the
USA PATRIOT Act or for any other matters that have not been delegated
hereunder. Additionally, the parties acknowledge and agree that the
Transfer Agent shall only be responsible for performing the Delegated
Duties with respect to the ownership of, and transactions in, shares in
the Fund for which the Transfer Agent maintains the applicable
Shareholder information.
4. Delegated Duties
----------------
4.1 Consistent with the services provided by the Transfer Agent and with
respect to the ownership of Shares in the Fund for which the Transfer
Agent maintains the applicable Shareholder information, the Transfer
Agent shall:
Schedule 1.2(f) - 1
(a) Submit all new account and registration maintenance transactions
through the Office of Foreign Assets Control ("OFAC") database and such
other lists or databases as may be required from time to time by
applicable regulatory authorities;
(b) Submit special payee checks through OFAC database;
(c) Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance;
(d) Review wires sent pursuant to banking instructions other than those
on file with the Transfer Agent;
(e) Review accounts with small balances followed by large purchases;
(f) Review accounts with frequent activity within a specified date range
followed by a large redemption;
(g) On a daily basis, review purchase and redemption activity per tax
identification number ("TIN") within the Fund to determine if activity
for that TIN exceeded the $100,000 threshold on any given day;
(h) Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period and file IRS Form 8300 and issue the Shareholder
notices required by the IRS;
(i) Determine when a suspicious activity report ("SAR") should be filed
as required by regulations applicable to mutual funds; prepare and file
the SAR. Provide the Fund with a copy of the SAR within a reasonable
time after filing; notify the Fund if any further communication is
received from U.S. Department of the Treasury or other law enforcement
agencies regarding the SAR;
(j) Compare account information to any FinCEN request received by the
Fund and provided to the Transfer Agent pursuant to USA PATRIOT Act Sec.
314(a). Provide the Fund with documents/information necessary to respond
to requests under USA PATRIOT Act Sec. 314(a) within required time
frames;
(k) (i) Verify the identity of any person seeking to open an account
with the Fund, (ii) Maintain records of the information used to verify
the person's identity and (iii) Determine whether the person appears on
any lists of known or suspected terrorists or terrorists organizations
provided to the Fund by any government agency; and
(l) Conduct due diligence for new correspondent accounts for foreign
financial institutions (as defined in 31 C.F.R. 103.175). Denote foreign
correspondent accounts with a distinct social code at account set-up
when account set-up is performed by the Transfer Agent or, if account
set-up is performed by a party other than the Transfer Agent, at such
other time as required documentary evidence for a foreign correspondent
account is presented in good order to the Transfer Agent. Following the
opening of an
Schedule 1.2(f) - 2
account for a foreign financial institution or setting up a dealer
relationship with a foreign financial institution, the Transfer Agent
will perform an assessment of the money laundering risk presented by the
account based on a consideration of relevant factors in accordance with
applicable law and information provided by the foreign financial
institution in a financial institution questionnaire. After assessing
the money laundering risk and determining a risk-ranking for the
account, the Transfer Agent will notify the Fund's AML Officer of any
account with a medium or above risk-ranking to obtain further
instruction from the Fund. In the situation where due diligence cannot
be completed with respect to an account, the Transfer Agent will contact
the Fund's AML Officer for further instruction. For any accounts opened
for foreign financial institutions, a periodic review of the account
activity will be performed by the Transfer Agent in order to determine
consistency with information obtained about the type, purpose, and
anticipated activity of the account as detailed in the financial
institution questionnaire. Upon request by the Fund, generate periodic
reports of foreign correspondent accounts for review by the Fund for
purposes of compliance with USA PATRIOT Act, Section 312. In accordance
with instructions from the Fund, conduct due diligence for existing
accounts selected by the Fund for further review in accordance with the
procedures set forth above.
4.2 In the event that the Transfer Agent detects activity as a result of the
foregoing procedures, which necessitates the filing by the Transfer
Agent of a SAR, a Form 8300 or other similar report or notice to OFAC,
then the Transfer Agent shall also immediately notify the Fund, unless
prohibited by applicable law.
EACH OF THE ENTITIES, INDIVIDUALLY STATE STREET BANK AND TRUST
AND NOT JOINTLY, AS LISTED ON COMPANY
SCHEDULE A
By: ___________________________________ By: _______________________________
Xxxxxx X. Xxxxxx, Vice Chairman
Name: _________________________________
Title: ________________________________
As an Authorized Officer on behalf of each of
the Funds indicated on Schedule A
Schedule 1.2(f) - 3
SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES
Dated: May 1, 2007
1. On each day on which both the New York Stock Exchange and the Fund are
open for business (a "Business Day"), the TPA(s) shall receive, on
behalf of and as agent of the Fund, Instructions (as hereinafter
defined) from the Plan. Instructions shall mean as to each Fund (i)
orders by the Plan for the purchases of Shares, and (ii) requests by the
Plan for the redemption of Shares; in each case based on the Plan's
receipt of purchase orders and redemption requests by Participants in
proper form by the time required by the term of the Plan, but not later
than the time of day at which the net asset value of a Fund is
calculated, as described from time to time in that Fund's prospectus.
Each Business Day on which the TPA receives Instructions shall be a
"Trade Date".
2. The TPA(s) shall communicate the TPA(s)'s acceptance of such
Instructions, to the applicable Plan.
3. On the next succeeding Business Day following the Trade Date on which it
accepted Instructions for the purchase and redemption of Shares, (TD+1),
the TPA(s) shall notify the Transfer Agent of the net amount of such
purchases or redemptions, as the case may be, for each of the Plans. In
the case of net purchases by any Plan, the TPA(s) shall instruct the
Trustees of such Plan to transmit the aggregate purchase price for
Shares by wire transfer to the Transfer Agent on (TD+1). In the case of
net redemptions by any Plan, the TPA(s) shall instruct the Fund's
custodian to transmit the aggregate redemption proceeds for Shares by
wire transfer to the Trustees of such Plan on (TD+1). The times at which
such notification and transmission shall occur on (TD+1) shall be as
mutually agreed upon by each Fund, the TPA(s), and the Transfer Agent.
4. The TPA(s) shall maintain separate records for each Plan, which record
shall reflect Shares purchased and redeemed, including the date and
price for all transactions, and Share balances. The TPA(s) shall
maintain on behalf of each of the Plans a single master account with the
Transfer Agent and such account shall be in the name of that Plan, the
TPA(s), or the nominee of either thereof as the record owner of Shares
owned by such Plan.
5. The TPA(s) shall maintain records of all proceeds of redemptions of
Shares and all other distributions not reinvested in Shares.
6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic
account statements showing the total number of Shares owned by that Plan
as of the statement closing date, purchases and redemptions of Shares by
the Plan during the period covered by the statement, and the dividends
and other distributions paid to the Plan on Shares during the statement
period (whether paid in cash or reinvested in Shares).
7. The TPA(s) shall, at the request and expense of each Fund, transmit to
the Plans prospectuses, proxy materials, reports, and other information
provided by each Fund for delivery to its Shareholders.
Schedule 2.1 - 1
8. The TPA(s) shall, at the request of each Fund, prepare and transmit to
each Fund or any agent designated by it such periodic reports covering
Shares of each Plan as each Fund shall reasonably conclude are necessary
to enable the Fund to comply with state Blue Sky requirements.
9. The TPA(s) shall transmit to the Plans confirmation of purchase orders
and redemption requests placed by the Plans; and
10. The TPA(s) shall, with respect to Shares, maintain account balance
information for the Plan(s) and daily and monthly purchase summaries
expressed in Shares and dollar amounts.
11. Plan sponsors may request, or the law may require, that prospectuses,
proxy materials, periodic reports and other materials relating to each
Fund be furnished to Participants in which event the Transfer Agent or
each Fund shall mail or cause to be mailed such materials to
Participants. With respect to any such mailing, the TPA(s) shall, at the
request of the Transfer Agent or each Fund, provide at the TPA(s)'s
expense a complete and accurate set of mailing labels with the name and
address of each Participant having an interest through the Plans in
Shares.
EACH OF THE ENTITIES, INDIVIDUALLY STATE STREET BANK AND TRUST
AND NOT JOINTLY, AS LISTED ON COMPANY
SCHEDULE A
By: ___________________________________ By: _______________________________
Xxxxxx X. Xxxxxx, Vice Chairman
Name: _________________________________
Title: ________________________________
As an Authorized Officer on behalf of each of
the Funds indicated on Schedule A
Schedule 2.1 - 2
SCHEDULE 3.1
FEES AND EXPENSES
Effective Date: May 1, 2007
General: Fees are billable on a monthly basis at the rate of 1/12 of the annual
fee. A charge is made for an account in the month that an account opens or
closes.
Annual Account Service Fees
---------------------------
Open Account Fee $ 9.00/account
Closed Account Fee $ 1.20/account
Investor Fees (excludes matrix level 3) $ 1.50/Investor
Activity Based Fees
-------------------
Telephone Calls $ 1.50/each
Annual Fiduciary Fees
---------------------
Maintenance Fee $10.00/SSN with combined assets
<$25,000.00
Commission Processing
---------------------
CDSC $ 2.00/account
12b-1 Accounting $ 1.50/account
Reimbursable Expenses Billed as Incurred
---------------------
In accordance with Section 3.2 of
the Agreement.
EACH OF THE ENTITIES, INDIVIDUALLY STATE STREET BANK AND TRUST
AND NOT JOINTLY, AS LISTED ON COMPANY
By: ___________________________________ By: _______________________________
Xxxxxx X. Xxxxxx, Vice Chairman
Name: _________________________________
Title: ________________________________
As an Authorized Officer on behalf of each of
the Funds indicated on Schedule A
Schedule 3.1 - 1
