SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
between
FREMONT INVESTMENT ADVISORS, INC.
and
STATE STREET BANK AND TRUST COMPANY
Sub-Transfer Agreement(4G)
TABLE OF CONTENTS
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Page
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1. Terms of Appointment; Duties of the Bank..................1
2. Fees and Expenses.........................................4
3. Representations and Warranties of the Bank................4
4. Representations and Warranties of the
Transfer Agent............................................5
5. Wire Transfer Operating Guidelines........................5
6. Data Access and Proprietary Information...................7
7 Indemnification...........................................8
8. Standard of Care.........................................10
9. Covenants of the Fund and the Transfer Agent.............10
10. Termination of Agreement.................................11
11. Additional Funds.........................................11
12. Assignment...............................................11
13. Amendment................................................12
14. Massachusetts Law to Apply...............................12
15. Force Majeure............................................12
16. Disaster Recovery and Insurance Coverage.................12
17. Consequential Damages....................................13
18. Merger of Agreement......................................13
19. Counterparts.............................................13
20. Reproduction of Documents................................13
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
-----------------------------------------
AGREEMENT made as of the 10 day of October, 1997, by and between FREMONT
INVESTMENT ADVISORS, INC., a Delaware corporation, having its principal office
and place of business at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000 (the "Transfer Agent"), and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company having its principal office and place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank").
WHEREAS, the Transfer Agent has been appointed by each of the investment
companies (including each series thereof) listed on Schedule A (the "Fund(s)"),
each an open-end diversified management investment company registered under the
Investment Company Act of 1940, as amended, as transfer agent, dividend
disbursing agent and shareholder servicing agent in connection with certain
activities, and the Transfer Agent has accepted each such appointment;
WHEREAS, the Transfer Agent has entered into a Transfer Agency and Service
Agreement with each of the Funds (including each series thereof) listed on
Schedule A pursuant to which the Transfer Agent is responsible for certain
transfer agency and dividend disbursing functions and the Transfer Agent is
authorized to subcontract for the performance of its obligations and duties
thereunder in whole or in part with the Bank;
WHEREAS, the Transfer Agent is desirous of having the Bank perform certain
shareholder accounting, administrative and servicing function (collectively
"Shareholder and Record-Keeping Services");
WHEREAS, the Transfer Agent desires to appoint the Bank as its agent, and the
Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
l. Terms of Appointment; Duties of the Bank
----------------------------------------
1.1 Subject to the terms and conditions set forth in this Agreement, the
Transfer Agent hereby employs and appoints the Bank to act as, and
the Bank agrees to act as, the agent of the Transfer Agent for the
shares of its each of the Funds in connection with any accumulation,
open-account, retirement plans or similar plan provided to the
shareholders of each Fund ("Shareholders") and set out in the
currently effective prospectus and statement of additional
information ("prospectus") of each such Fund, including without
limitation any periodic investment plan or periodic withdrawal
program. As used herein, the term "Shares" means the authorized and
issued shares of common stock, or shares of beneficial interest, as
the case may be, for each of the Funds (including each series
thereof) enumerated in Schedule A.
1.2 The Bank agrees that it will perform the following Shareholder and
Record-Keeping services:
(a) In accordance with procedures established from time to time
by agreement between the Transfer Agent and the Bank, the
Bank shall:
1
(i) receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and
appropriate documentation thereof to the Custodian
of the Fund authorized pursuant to the Articles of
Incorporation of each Fund (the "Custodian");
(ii) pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account;
(iii) receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(iv) in respect to the transactions in items (i), (ii)
and (iii) above, the Bank shall execute
transactions directly with broker-dealers
authorized by the Funds;
(v) 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;
(vi) effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) prepare and transmit payments for dividends and
distributions declared by each Fund;
(viii) maintain records of account for and advise the Fund
and its Shareholders as to the foregoing; and
(ix) record the issuance of shares of each Fund and
maintain pursuant to SEC Rule 17Ad-10(e) a record
of the total number of shares of each Fund which
are authorized, based upon data provided to it by
each Fund, and issued and outstanding. The Bank
shall also provide each Fund on a regular basis
with the total number of shares which are
authorized and issued and outstanding and shall
have no obligation, when recording the issuance of
shares, to monitor the issuance of such shares or
to take cognizance of any laws relating to the
issue or sale of such shares, which functions shall
be the sole responsibility of each Fund.
2
(b) In addition to and neither in lieu nor in contravention of
the services set forth in the above paragraph (a), the Bank
shall: (i) perform the customary services of a transfer
agent, dividend disbursing agent, custodian of certain
retirement plans and, as relevant, agent in connection with
accumulation, open-account or similar plans (including
without limitation any periodic investment plan or periodic
withdrawal program), including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing Shareholder proxies, Shareholder
reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department
Forms 1099 and other appropriate forms required with respect
to dividends and distributions by federal authorities for
all Shareholders, preparing and mailing confirmation forms
and statements of account to Shareholders for all purchases
and redemptions of Shares and other confirmable transactions
in Shareholder accounts, preparing and mailing activity
statements for Shareholders, and providing Shareholder
account information and (ii) provide a system which will
enable each Fund to monitor the total number of Shares sold
by each Portfolio in each State. The Fund may engage a third
party to maintain the Fund's state registrations and that
the Bank is authorized to provide the necessary information
to such agent.
(c) In addition, each Fund shall (i) identify to the Bank 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
Bank for each Fund's blue sky State registration status is
solely limited to the initial establishment of transactions
subject to blue sky compliance by each Fund and the
reporting of such transactions to each Fund as provided
above.
(d) Procedures as to who shall provide certain of these services
in Section 1 may be established from time to time by
agreement between the Transfer Agent and the Bank per the
attached service responsibility schedule. The Bank may at
times perform only a portion of these services and the
Transfer Agent, the Funds or their agent may perform these
services on each Fund's behalf.
(e) The Fund shall authorize the Bank to negotiate and process
checks made payable to existing Shareholders tendered to the
Bank for the purchase of Shares in amounts less than
$10,000, such checks are commonly known as "third party
checks".
(f) The Bank shall provide additional services on behalf of the
Transfer Agent (e.g., escheatment services) which may be
agreed upon in writing between the Fund and the Bank.
3
2. Fees and Expenses
-----------------
2.1 For the performance by the Bank pursuant to this Agreement, the
Transfer Agent agrees to pay the Bank an annual maintenance fee for
each Shareholder account as set out in the initial fee schedule
attached hereto. Such fees and out-of-pocket expenses and advances
identified under Section 2.2 below may be changed from time to time
subject to mutual written agreement between the Transfer Agent and
the Bank.
2.2 In addition to the fee paid under Section 2.1 above, the Transfer
Agent agrees to reimburse the Bank for its reasonable out-of-pocket
expenses, including but not limited to confirmation production,
postage, forms, telephone, microfilm, microfiche, mailing and
tabulating proxies, records storage, or advances incurred by the Bank
for the items set out in the fee schedule attached hereto. In
addition, any other reasonable expenses incurred by the Bank at the
request or with the consent of the Transfer Agent, will be reimbursed
by the Fund.
2.3 The Transfer Agent agrees to pay all fees and reimbursable expenses
within thirty days following the receipt of the respective billing
notice.
3. Representations and Warranties of the Bank
------------------------------------------
The Bank represents and warrants to the Transfer Agent that:
3.1 It is a trust company duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4
4. Representations and Warranties of the Transfer Agent
----------------------------------------------------
The Transfer Agent represents and warrants to the Bank that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of the State of Delaware.
4.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by said Articles of Incorporation
and By-Laws have been taken to authorize it to enter into and perform
this Agreement.
4.4 Each Fund is an open-end and diversified management investment
company registered under the Investment Company Act of 1940, as
amended.
4.5 A registration statement under the Securities Act of 1933, as amended
for each Fund is currently effective and will remain effective, and
appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of each Fund being
offered for sale.
5. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
-------------------------------------------------------------
Commercial Code
---------------
5.1 The Bank is authorized to promptly debit the appropriate Transfer
Agent 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 Bank
has been instructed to transfer. The Bank shall execute payment
orders in compliance with the Security Procedure and with the
Transfer Agent instructions on the execution date provided that such
payment order is received by the customary deadline for processing
such a request, unless the payment order specifies a later time. All
payment orders and communications received after this the customary
deadline will be deemed to have been received the next business day.
5
5.2 The Transfer Agent acknowledges that the Security Procedure it has
designated on the Transfer Agent Selection Form was selected by the
Transfer Agent from security procedures offered by the Bank. The
Transfer Agent shall restrict access to confidential information
relating to the Security Procedure to authorized persons as
communicated to the Bank in writing. The Transfer Agent must notify
the Bank immediately if it has reason to believe unauthorized persons
may have obtained access to such information or of any change in the
Transfer Agent's authorized personnel. The Bank shall verify the
authenticity of all Transfer Agent instructions according to the
Security Procedure.
5.3 The Bank 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.
5.4 The Bank 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 Bank's
receipt of such payment order; (b) if initiating such payment order
would cause the Bank, in the Bank's sole judgement, to exceed any
volume, aggregate dollar, network, time, credit or similar limits
which are applicable to the Bank; or (c) if the Bank, in good faith,
is unable to satisfy itself that the transaction has been properly
authorized.
5.5 The Bank 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 Bank reasonable opportunity to act.
However, the Bank assumes no liability if the request for amendment
or cancellation cannot be satisfied.
5.6 The Bank shall assume no responsibility for failure to detect any
erroneous payment order provided that the Bank complies with the
payment order instructions as received and the Bank 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.
5.7 The Bank shall assume no responsibility for lost interest with
respect to the refundable amount of any unauthorized payment order,
unless the Bank is notified of the unauthorized payment order within
thirty (30) days of notification by the Bank of the acceptance of
such payment order. In no event (including failure to execute a
payment order) shall the Bank be liable for special, indirect or
consequential damages, even if advised of the possibility of such
damages.
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5.8 When the Transfer Agent initiates or receives Automated Clearing
House credit and debit entries pursuant to these guidelines and the
rules of the National Automated Clearing House Association and the
New England Clearing House Association, the Bank 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 Bank with respect to an ACH credit
entry are provisional until the Bank receives final settlement for
such entry from the Federal Reserve Bank. If the Bank does not
receive such final settlement, the Transfer Agent agrees that the
Bank shall receive a refund of the amount credited to the Transfer
Agent in connection with such entry, and the party making payment to
the Transfer Agent via such entry shall not be deemed to have paid
the amount of the entry.
5.9 Confirmation of Bank's execution of payment orders shall ordinarily
be provided within twenty four (24) hours notice of which may be
delivered through the Bank's proprietary information systems, or by
facsimile or call-back. Transfer Agent must report any objections to
the execution of an order within thirty (30) days.
6. Data Access and Proprietary Information
---------------------------------------
6.1 The Transfer Agent acknowledges that the data bases, computer
programs, screen formats, report formats, interactive design
techniques, and documentation manuals furnished to the Transfer Agent
by the Bank as part of the Fund's ability to access certain
Fund-related data ("Customer Data") maintained by the Bank on data
bases under the control and ownership of the Bank ("Data Access
Services") constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of substantial
value to the Bank or other third party. In no event shall Proprietary
Information be deemed Customer Data. The Transfer Agent agrees to
treat all Proprietary Information as proprietary to the Bank 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 Transfer Agent agrees for itself
and its employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in accordance
with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the
Bank's instructions;
(d) to refrain from causing or allowing the data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior written
consent of the Bank;
7
(e) that the Transfer Agent shall have access only to those
authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in
Proprietary Information at common law, under federal
copyright law and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 6. The obligations of this Section shall
survive any earlier termination of this Agreement.
6.2 If the Transfer Agent notifies the Bank that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Bank shall endeavor
in a timely manner to correct such failure. Organizations from which
the Bank may obtain certain data included in the Data Access Services
are solely responsible for the contents of such data and the Transfer
Agent agrees to make no claim against the Bank arising out of the
contents of such third-party data, including, but not limited to, the
accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND
SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON
AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
6.3 If the transactions available to the Transfer Agent include the ability to
originate electronic instructions to the Bank 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 Bank 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 Bank from time to time.
7. Indemnification
---------------
7.1 The Bank shall not be responsible for, and the Transfer Agent shall
indemnify and hold the Bank harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) all actions of the Bank or its agent 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;
8
(b) the Transfer Agent's lack of good faith, negligence or
willful misconduct which arise out of the breach of any
representation or warranty of the Transfer Agent hereunder;
(c) the reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or
services which (i) are received by the Bank or its agents or
subcontractors, and (ii) have been prepared, maintained or
performed by the Transfer Agent or each Fund or any other
person or firm on behalf of the Transfer Agent or each Fund
including but not limited to any previous transfer agent or
registrar;
(d) the reliance on, or the carrying out by the Bank or its
agents or subcontractors of any instructions or requests of
the Transfer Agent or each Fund;
(e) 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;
(f) the negotiations and processing of checks made payable to
prospective or existing Shareholders tendered to the Bank
for the purchase of Shares, such checks are commonly known
as "third party checks"; and
(g) upon the Fund's request entering into any agreements
required by the National Securities Clearing Corporation
(the "NSCC") required by the NSCC for the transmission of
Fund or Shareholder data through the NSCC clearing systems.
7.2 At any time the Bank may apply to any officer of the Transfer Agent
for instructions, and may consult with legal counsel with respect to
any matter arising in connection with the services to be performed by
the Bank under this Agreement, and the Bank and its agents or
subcontractors shall not be liable and shall be indemnified by the
Transfer Agent for any action taken or omitted by it in reliance upon
such instructions or upon the opinion of such counsel. The Bank, its
agents and subcontractors shall be protected and indemnified in
acting upon any paper or document, reasonably believed to be genuine
and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided the
Bank or its agents or subcontractors by machine readable input,
telex, CRT data entry or other similar means authorized by the
Transfer Agent, and shall not be held to have notice of any change of
authority of any person, until receipt of written notice thereof from
the Transfer Agent.
9
7.3 In order that the indemnification provisions contained in this
Section 7 shall apply, upon the assertion of a claim for which the
Transfer Agent may be required to indemnify the Bank, the Bank shall
promptly notify the Transfer Agent of such assertion, and shall keep
the Transfer Agent advised with respect to all developments
concerning such claim. The Transfer Agent shall have the option to
participate with the Bank in the defense of such claim or to defend
against said claim in its own name or in the name of the Bank. The
Bank shall in no case confess any claim or make any compromise in any
case in which the Transfer Agent may be required to indemnify the
Bank except with the Transfer Agent's prior written consent.
8. Standard of Care
----------------
The Bank shall at all times act in good faith and agrees to use its
best efforts within reasonable limits to insure 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 unless said errors are caused by its negligence, bad faith, or
willful misconduct or that of its employees.
9. Covenants of the Transfer Agent and the Bank
--------------------------------------------
9.1 The Transfer Agent shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of Directors
of the Transfer Agent authorizing the appointment of the
Bank and the execution and delivery of this Agreement.
9.2 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Transfer Agent 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.
9.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940,
as amended, and the Rules thereunder, the Bank agrees that all such
records prepared or maintained by the Bank relating to the services
to be performed by the Bank hereunder are the property of each Fund
and will be preserved, maintained and made available in accordance
with such Section and Rules, and will be surrendered promptly to each
Fund on and in accordance with its request.
10
9.4 The Bank and the Transfer Agent agree that all books, records,
information and data pertaining to the business of the other party
which are exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall remain confidential, and shall
not be voluntarily disclosed to any other person, except as may be
required by law.
9.5 In case of any requests or demands for the inspection of the
Shareholder records of any of the Funds, the Bank will endeavor to
notify the Transfer Agent and to secure instructions from an
authorized officer of the Transfer Agent as to such inspection. The
Bank reserves the right, however, to exhibit the Shareholder records
to any person whenever it is advised by its counsel that it may be
held liable for the failure to exhibit the Shareholder records to
such person.
10. Termination of Agreement
--- ------------------------
10.1 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.
10.2 Should the Transfer Agent exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and
material will be borne by the Transfer Agent. Additionally, the Bank
reserves the right to charge for any other reasonable expenses
associated with such termination and a charge up to the equivalent to
the average of three (3) months' fees.
11. Additional Funds
----------------
In the event that the Fund establishes one or more series of Shares
in addition to the series named in the attached Schedule A with
respect to which it desires to have the Bank render services as
transfer agent under the terms hereof, it shall so notify the Bank in
writing, and if the Bank agrees in writing to provide such services,
such series of Shares shall become a Portfolio hereunder.
12. Assignment
----------
12.1 Except as provided in Section 12.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party.
12.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
11
12.3 The Bank may, without further consent on the part of the Transfer
Agent, subcontract for the performance hereof with (i) Boston
Financial Data Services, Inc., a Massachusetts corporation ("BFDS")
which is duly registered as a transfer agent pursuant to Section
17A(c)(2) of the Securities Exchange Act of 1934, as amended
("Section 17A(c)(2)"), (ii) a BFDS subsidiary duly registered as a
transfer agent pursuant to Section 17A(c)(2) or (iii) a BFDS
affiliate; provided, however, that the Bank shall be as fully
responsible to the Transfer Agent for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
13. Amendment
---------
This Agreement may be amended or modified by a written agreement
executed by both parties and if so requested by the Bank, authorized
or approved by a resolution of the Transfer Agent.
14. Massachusetts Law to Apply
--------------------------
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts.
15. Force Majeure
-------------
In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party
shall not be liable for damages to the other for any damages
resulting from such failure to perform or otherwise from such causes.
16. Disaster Recovery and Insurance Coverage
----------------------------------------
16.1 In the event of equipment failures beyond the Bank's control, the
Bank shall, at no additional expense to the Fund, take reasonable
steps to minimize service interruptions. The Bank shall enter into
and maintain in effect with appropriate parties one or more
agreements making reasonable provisions for (a) periodic back-up of
the computer files and data with respect to the Fund and (b)
emergency use of electronic data processing equipment to provide
services under this Agreement.
16.2 The Bank shall maintain commercially reasonable amounts of (a)
comprehensive general liability insurance coverage and (b) errors and
omissions insurance coverage and notify the Fund in the event that
such insurance is canceled.
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17. Consequential Damages
---------------------
Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement or
for any consequential damages arising out of any act or failure to
act hereunder.
18. 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.
19. 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.
20. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
FREMONT INVESTMENT ADVISORS, INC.
BY:
-----------------------------------
STATE STREET BANK AND TRUST COMPANY
BY:
-----------------------------------
Executive Vice President
ATTEST:
--------------------------------
STATE STREET BANK & TRUST COMPANY
TRANSFER AGENT SERVICE RESPONSIBILITIES*
Service Performed Responsibility
----------------- --------------
Bank Transfer Agent
---- --------------
1. Receives orders for the purchase X
of Shares.
2. Issue Shares and hold Shares in X Shareholders accounts. X
3. Receive redemption requests. X
4. Effect transactions 1-3 above X directly with broker-dealers. X
5. Pay over monies to redeeming X Shareholders. X
6. Effect transfers of Shares. X
7. Prepare and transmit dividends X and distributions. X
8. Issue Replacement Certificates. X
9. Reporting of abandoned property. X
10. Maintain records of account. X
11. Maintain and keep a current and X
accurate control book for each
issue of securities.
12. Mail proxies. X
13. Mail Shareholder reports. X
14. Mail prospectuses to current X Shareholders. X
15. Withhold taxes on U.S. resident X and non-resident alien accounts. X
STATE STREET BANK & TRUST COMPANY
TRANSFER AGENT SERVICE RESPONSIBILITIES*
Service Performed Responsibility
----------------- --------------
Bank Transfer Agent
---- --------------
16. Prepare and file U.S. Treasury X Department forms. X
17. Prepare and mail account and X
confirmation statements for
Shareholders.
18. Provide Shareholder account X information. X
19. Blue sky reporting. X
* Such services are more fully described in Section 1.2 (a), (b) and (c) of the
Agreement.
FREMONT INVESTMENT ADVISORS, INC.
BY:
------------------------------------
STATE STREET BANK AND TRUST COMPANY
BY:
------------------------------------
Executive Vice President
ATTEST:
---------------------------
SCHEDULE A
Fremont Global Fund
Fremont Money Market Fund
Fremont California Intermediate Tax-Free Fund
Fremont Bond Fund
Fremont Growth Fund
Fremont International Growth Fund
Fremont U.S. Micro-Cap Fund
Fremont International Small Cap Fund
Fremont Emerging Markets Fund
Fremont U.S. Institutional Micro-Cap Fund
Fremont U.S. Small Cap Fund
Fremont Select Fund
Fremont Real Estate Securities Fund
