MASTER AGREEMENT
DST FAN SERVICES - MUTUAL FUNDS
AGREEMENT (this "Agreement") made as of October 8, 2007 (the "Effective
Date") by and between DST Systems, Inc., a Delaware corporation ("DST") and The
Japan Fund, Inc., a Maryland corporation ("Customer"). DST and Customer are
together referred to herein as the "Parties" and individually as the "Party".
WHEREAS, DST is a provider of transfer agency, shareholder
recordkeeping and related services to the financial services industry; and
WHEREAS, Customer desires to utilize DST FAN Services to provide access
to account information and certain on-line transaction request capabilities in
accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties hereby agree as follows.
ARTICLE I
DEFINITIONS
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Except as may be modified in a Service Exhibit, the following
definitions shall apply to this Agreement. Additional terms may be defined in
the Agreement and in the exhibits that describe the FAN Services to be provided
by DST for Customer.
o "Customer-Controlled Content Areas" shall mean those DST-designated
areas within DST-designated screens of the DST Web Site where Customer may
optionally publish marketing or other types of Customer-specific content.
Customer makes content updates and changes directly to those areas in the DST
Web Site through a secured Application Programming Interface (API) or through a
password protected DST-provided update facility made available by DST only to
Customer.
o "DST Web Site" shall mean the collection of electronic documents or
pages residing on DST's computer system, linked to the Internet and accessible
by hypertext link through the World Wide Web, where the Transaction data fields
and related screens provided by DST may be viewed by Users who access such site.
o "FAN" shall mean the DST Financial Access Network, a DST computer and
software system that provides an interface between the Internet and public data
network service providers and the transfer agency systems of Funds for the
purposes of communicating Fund data and information and Transaction requests.
o "FAN Options" shall mean the series of edits and instructions
provided by Customer to DST in writing, through which Customer specifies its
instructions for Transactions available through the various FAN Services, e.g.,
minimum and maximum purchase, redemption and exchange amounts.
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o "FAN Services" shall mean the services provided by DST utilizing
FAN(R), the DST Web Site, the Internet, and other software, equipment and
systems provided by DST and telecommunications carriers and firewall providers,
whereby Transactions may be requested in each Fund by Users accessing the DST
Web Site via the Internet.
o "Fund(s)" shall mean the various registered investment companies
(mutual funds) for which Customer provides various services and which Customer
designates for participation in FAN Services from time to time by written notice
to DST.
o "Person" shall mean an individual, corporation, partnership,
association, trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.
o "Security Procedures" shall mean the procedures, including the use of
encryption technology, implemented for purposes of protecting the integrity,
confidentiality or secrecy of, and the unauthorized interception, corruption,
use of, or access to, any data or information transmitted via FAN Services.
o "Service Exhibit" shall mean the service exhibits attached hereto
which outline the particular FAN Services to be provided by DST to Customer.
o "Transactions" shall mean account inquiries, purchases, redemptions,
exchanges and other transactions offered through FAN Services as specified in
each Service Exhibit.
o "User(s)" shall mean record owners or authorized agents of record
owners of shares of a Fund, including brokers, investment advisors and other
financial intermediaries or other Persons authorized to access a particular FAN
Service pursuant to the terms of a Service Exhibit.
ARTICLE II
USE OF FAN SERVICES BY CUSTOMER
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Section 2.1 SELECTION OF FAN SERVICES. DST will perform, and Customer
has selected, the FAN Services described on the Service Exhibits attached to
this Agreement. New Service Exhibits describing additional FAN Services may be
added to this Agreement from time to time by mutual written agreement of DST and
Customer, and such additional FAN Services shall be subject to the terms of this
Agreement.
Section 2.2 DST RESPONSIBILITIES. During the Term and subject to the
provisions of this Agreement, DST shall, at its expense (unless otherwise
provided for herein) perform the FAN Services as described in each Service
Exhibit, including provision of all computers, telecommunications connectivity
and equipment reasonably necessary at its facilities to operate and maintain FAN
and the DST Web Site.
Section 2.3 CUSTOMER RESPONSIBILITIES. During the Term and subject to
the provisions of this Agreement, Customer shall at its expense (unless
otherwise provided for herein) fulfill, or cause to be
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fulfilled by the Funds or otherwise, the Customer obligations, if any, set forth
in each Service Exhibit to this Agreement.
Section 2.4 CHANGE IN DESIGNATED FUNDS. Upon thirty (30) days prior
notice to DST, Customer may change the Funds designated to participate in FAN
Services by delivering to DST, in writing, a revised list of participating
Funds.
Section 2.5 FAN OPTIONS. Customer is responsible for establishing
implementation procedures and options available for each FAN Service, as
specified in the applicable Service Exhibit.
Section 2.6 SCOPE OF DST OBLIGATIONS. DST shall at all times use
reasonable commercial efforts in performing FAN Services under this Agreement.
In performing FAN Services under this Agreement, DST shall comply with the U.S.
federal securities laws, including the Securities Act of 1933 and the Investment
Company Act of 1940 to the extent such laws are applicable to DST's performance
of the FAN Services. In the absence of breach of its obligations under this
Agreement, DST shall not be liable for any loss or damage suffered in connection
with the use of FAN Services. With respect to instructions provided to DST by
Customer including, but not limited to, FAN Options, DST shall be presumed to
have fulfilled its obligations if it has acted in accordance with such
instructions. With respect to any claims for losses, damages, costs or expenses
which may arise directly or indirectly from Security Procedures which DST has
implemented or omitted, DST shall be presumed to have fulfilled its obligations
if it has followed, in all material respects, at least those Security Procedures
described in the Security Procedures attachment to each Service Exhibit to this
Agreement. DST may, but shall not be required to, modify such Security
Procedures from time to time to the extent it believes, in good faith, that such
modifications will not diminish the security of FAN. All data and information
transmissions via FAN Services are provided for Customer's convenience and the
convenience of Users and are not intended to be used by Customer either to
satisfy its regulatory requirements or to comply with any laws, rules,
requirements or standards of any federal, state or local governmental authority,
agency or industry regulatory body, including the securities industry, which
compliance is the sole responsibility of Customer. Without limiting the scope of
DST's obligations hereunder, Customer acknowledges and agrees that its Users are
responsible for verifying the accuracy and receipt of all data or information
transmitted via FAN Services. Customer is responsible for advising its Users
promptly to notify the Fund's transfer agent of any errors or inaccuracies such
Users have identified relating to shareholder data or information transmitted
via FAN Services.
ARTICLE III
FEES
----
As consideration for the performance by DST of the FAN Services,
Customer will pay DST the fees relating to each such service as set forth in
each Service Exhibit attached to this Agreement. DST will deliver a monthly
billing report to Customer including a report of Transactions, by type,
processed through FAN Services.
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ARTICLE IV
PROPRIETARY RIGHTS
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Customer acknowledges and agrees that it obtains no rights in or to any
of the software, hardware, processes, interface formats or protocols, trade
secrets, proprietary information or distribution and communication networks of
DST. If DST provides software to Customer pursuant to this Agreement, it shall
be used by Customer only during the term of this Agreement and only in
accordance with the provisions of this Agreement to provide connectivity to and
through DST, and shall not be used by Customer to provide connectivity to or
through any other system or Person. Any software, interfaces and interface
formats and protocols developed by DST shall not be used by Customer for any
purposes other than utilizing FAN Services or to connect Customer to any
transfer agency system or any other Person without DST's prior written approval.
Customer shall not copy (other than for purposes of a back-up copy), decompile
or reverse engineer any software provided to Customer by DST. Customer also
agrees not to take any action which would mask, delete or otherwise alter any
DST on-screen disclaimers and copyright, trademark and service xxxx
notifications provided by DST from time to time, or any "point and click"
features relating to User acknowledgment and acceptance of such disclaimers and
notifications.
ARTICLE V
TERM AND TERMINATION
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Section 5.1 TERM. Unless terminated earlier as provided in this Article
V, this Agreement shall be effective as of the Effective Date and shall continue
in force and effect until the expiration or termination of the last Service
Exhibit between DST and Customer then in effect (the "Term").
Section 5.2 TERMINATION. Throughout the Term, either Party shall have
the right to terminate this Agreement on written notice to the other Party of
the other Party's material breach of this Agreement and such Party's failure to
cure such breach within thirty (30) days.
Section 5.3 EFFECT OF TERMINATION. In the event of a termination under
the provisions of this Article V, the Parties will have no continuing
obligations to one another other than the obligation to return to one another
the confidential or proprietary materials of the other in their possession.
ARTICLE VI
INDEMNIFICATION; LIABILITY LIMITATIONS
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SECTION 6.1 NO OTHER WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY STATED
IN THIS AGREEMENT, THE FAN SERVICES AND ALL SOFTWARE AND SYSTEMS DESCRIBED IN
THIS AGREEMENT AND ITS EXHIBITS ARE PROVIDED "AS-IS," ON AN "AS AVAILABLE"
BASIS, AND DST HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, REGARDING SERVICES PROVIDED BY DST HEREUNDER,
INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND
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IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
Section 6.2 LIMITATION OF LIABILITY. Under no other circumstances shall
DST be liable hereunder for indirect, incidental, consequential, special,
exemplary or punitive damages (even if DST has been advised of or has foreseen
the possibility of such damages), arising from the use or inability to use any
of the FAN Services, the DST Web Site or FAN, or under any provision of this
Agreement, such as, but not limited to, loss of revenue or anticipated profits
or lost business. Without limiting any of the foregoing terms of this Section,
DST's aggregate liability under this Agreement, under any theory of law, tort or
otherwise, for claims arising in connection with the performance of FAN Services
shall not exceed an amount exceeding the aggregate fees received by DST pursuant
to Article III during (i) the twelve months preceding the date on which the
claim arises or (ii) if the claim arises after the termination of this
Agreement, the twelve months preceding the date of termination of this
Agreement.
NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS
SECTION SHALL NOT APPLY TO CLAIMS ARISING FROM THE FRAUD OR INTENTIONAL
MALEVOLENT ACT OF DST. FOR PURPOSES OF THIS SECTION 6.2, AN INTENTIONAL
MALEVOLENT ACT SHALL MEAN ANY ACT (OR OMISSION TO ACT) UNDERTAKEN PURPOSEFULLY
UNDER CIRCUMSTANCES IN WHICH THE PERSON(S) ACTING KNOWS OR HAS REASON TO BELIEVE
THAT SUCH ACT OR OMISSION IS A BREACH OF THIS AGREEMENT OR OTHERWISE WILL CAUSE
DAMAGE OR HARM TO A PARTY.
Section 6.3 INDEMNITY. (a) Customer hereby indemnifies and holds DST
harmless from, and shall defend it against any and all claims, demands, costs,
expenses and other liabilities, including reasonable attorneys' fees, arising in
connection with the use of, or inability to use, the FAN Services by any User,
except to the extent such liabilities are attributable to the failure by DST to
perform its obligations under this Agreement or to fraud or Intentional
Malevolent Act on the part of DST.
(b) Subject to the limitation on total damages contained in
Section 6.2, above, and to the extent DST is not entitled to indemnification
pursuant to Section 6.3(a) above (but only to the extent of such right), DST
shall indemnify and hold Customer harmless from, and shall defend it against,
any and all claims, demands, costs, expenses and other liabilities, including
reasonable attorneys' fees, asserted against Customer by a third party to the
extent arising out of or attributable to:
(i) DST's refusal or failure to comply with the
covenants or terms or conditions of this Agreement;
or
(ii) DST's failure to exercise the standard of care as
described in Section 2.6.
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ARTICLE VII
CONFIDENTIALITY
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Section 7.1 DST CONFIDENTIAL INFORMATION. Customer acknowledges and
agrees that the terms and conditions of this Agreement, FAN (including by way of
example and without limitation all Security Procedures, processes, algorithms,
designs, techniques, code, screen and data formats, interface formats and
protocols, and structures contained or included therein) and other information
obtained by them concerning the other software, software applications, equipment
configurations, and business of DST (the "DST Confidential Information") is
confidential and proprietary to DST. Customer further agrees to use the DST
Confidential Information only as permitted by this Agreement, to maintain the
confidentiality of the DST Confidential Information and not to disclose the DST
Confidential Information, or any part thereof, to any other person, firm or
corporation, except as may otherwise be required by law, regulation or
governmental authority; provided, however, in such event Customer provides DST
prompt notice of such requirement to disclose to the extent permitted by law,
regulation or governmental authority. Customer acknowledges that disclosure of
the DST Confidential Information may give rise to an irreparable injury to DST
inadequately compensable in damages. Accordingly, DST may seek (without the
posting of any bond or other security) injunctive relief against the breach of
the foregoing undertaking of confidentiality and nondisclosure, in addition to
any other legal remedies which may be available. Customer consents to the
obtaining of such injunctive relief and in any proceeding upon a motion for such
injunctive relief, Customer's ability to answer in damages shall not be
interposed as a defense to the granting of such injunctive relief.
Section 7.2 CUSTOMER CONFIDENTIAL INFORMATION. DST acknowledges and
agrees that the terms and conditions of this Agreement, any information obtained
by DST concerning the software and software applications (including by way of
example and without limitation all data in the Files and algorithms, designs,
techniques, code, screen and data formats and structures contained or included
therein), equipment configurations, personal information regarding the customers
and consumers of Customer and business of Customer (the "Customer Confidential
Information") is confidential and proprietary to Customer. DST hereby agrees to
use the Customer Confidential Information only as permitted by this Agreement,
to maintain the confidentiality of the Customer Confidential Information and not
to disclose the Customer Confidential Information, or any part thereof, to any
other person, firm or corporation except as may otherwise be required by law,
regulation or governmental authority; provided, however, in such event DST
provides Customer prompt notice of such requirement to disclose to the extent
permitted by law, regulation or governmental authority. DST acknowledges that
disclosure of the Customer Confidential Information may give rise to an
irreparable injury to Customer inadequately compensable in damages. Accordingly,
Customer may seek (without the posting of any bond or other security) injunctive
relief against the breach of the foregoing undertaking of confidentiality and
nondisclosure, in addition to any other legal remedies which may be available.
DST consents to the obtaining of such injunctive relief and in any proceeding
upon a motion for such injunctive relief, DST's ability to answer in damages
shall not be interposed as a defense to the granting of such injunctive relief.
Section 7.3 CONSUMER PRIVACY. (a) Customer and DST shall each comply
with all applicable laws, rules and regulations relating to privacy,
confidentiality, security, data security and the handling of personal financial
information applicable to it that may be established from time to time,
including but not limited to the Xxxxx-Xxxxx-Xxxxxx Act and Securities and
Exchange Commission Regulation S-P (17 CFR Part 248) promulgated thereunder.
(b) As between the Customer and DST, Fund Customer Information
(as defined below) is and will remain the sole and exclusive property of the
Customer. "Fund Customer Information" means all the data however collected or
received, including without limitation through
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"cookies" or non-electronic means, pertaining to or identifying a customer(s) or
prospective customer(s) of Customer (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 of a Fund Customer or (ii) any other information or data
that (A) reflects a Fund Customer's use of, interaction with or registration for
a Customer service, including the Customer's web site and (B) identifies in any
way such Fund Customer. For the avoidance of doubt, Fund 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 DST to
Fund Customer.
(c) DST represents, covenants, and warrants that DST will use
Fund 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, (iii) privacy laws applicable to the FAN Services,
including the GLB Act as applicable and (iv) as directed by authorized persons
of the Customer in writing.
Section 7.4 LIMITATIONS; SURVIVAL. The provisions of this Article VII
shall not apply to any information if and to the extent it was (i) independently
developed by the receiving Party as evidenced by documentation in such Party's
possession, (ii) lawfully received by it free of restrictions from another
source having the right to furnish the same, (iii) generally known or available
to the public without breach of this Agreement by the receiving Party or (iv)
known to the receiving Party free of restriction at the time of such disclosure.
The Parties agree that immediately upon termination of this Agreement, without
regard to the reason for such termination, the Parties shall forthwith return to
one another all written materials and computer software which are the property
of the other Party. All of the undertakings and obligations relating to
confidentiality and nondisclosure in this Agreement shall survive the
termination or expiration of this Agreement for a period of ten (10) years.
ARTICLE VIII
FORCE MAJEURE
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Without limiting the scope of DST's obligations under this Agreement,
Customer acknowledges that the Internet is not a secure or reliable environment,
and that the ability of DST to deliver FAN Services is dependent upon the
Internet and equipment, software, systems, data and services provided by various
telecommunications carriers, equipment manufacturers, firewall providers and
encryption system developers and other vendors and third parties. DST shall not
be liable for any delays or failures to perform any of its obligations hereunder
to the extent that such delays or failures are due to circumstances beyond its
reasonable control, including acts of God, strikes, riots, terrorist acts, acts
of war, power failures, functions or malfunctions of the Internet,
telecommunications services (including wireless), firewalls, encryption systems
and security devices, or governmental regulations imposed after the date of this
Agreement provided, however, to the extent such issues relate to equipment of
DST, DST used reasonable efforts to maintain such equipment.
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ARTICLE IX
MISCELLANEOUS
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Section 9.1 GOVERNING LAW; JURISDICTION. This Agreement shall be
interpreted, construed and enforced in all respects in accordance with the laws
of the state of Missouri, without reference to the conflict of laws provisions
thereof.
Section 9.2 CAPTIONS. Captions used herein are for convenience of
reference only, and shall not be used in the construction or interpretation
hereof.
Section 9.3 COUNTERPARTS. This Agreement may be executed in
counterparts, all of which together shall be deemed one and the same Agreement.
Section 9.4 PARTIES' INDEPENDENT CONTRACTORS. The Parties to this
Agreement are and shall remain independent contractors, and nothing herein shall
be construed to create a partnership or joint venture between them, and none of
them shall have the power of authority to bind or obligate the others in any
manner not expressly set forth herein.
Section 9.5 SEVERABILITY. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby unless either of the Parties shall, in its
reasonable determination, conclude that it shall be materially prejudiced by
such holding of invalidity, illegality or unenforceability, in which case such
Party may terminate this Agreement by thirty (30) days written notice to the
other.
Section 9.6 NO WAIVER. No term or provision hereof shall be deemed
waived and no breach excused unless such waiver or consent shall be in writing
and signed by the Party claimed to have waived or consented. Any consent by any
Party to, or waiver of, a breach by the other, whether express or implied, shall
not constitute consent to, waiver of, or excuse for any other different or
subsequent breach.
Section 9.7 ASSIGNMENT. Neither this Agreement nor all or any of the
rights and obligations of either Party hereunder shall be assigned, whether by
agreement or by operation of law to any Person other than an affiliate of the
assigning Party, without the prior written consent of the other Party, and any
attempt to do so shall be void. No such permitted assignment shall relieve the
assigning Party of its obligations under this Agreement. This Agreement shall be
binding upon and inure to the benefit of the respective successors, permitted
assigns and legal representatives of the Parties hereto.
Section 9.8 NOTICES. All notices, requests or communications required
hereunder shall be in writing and shall be deemed to have been duly given (i)
upon delivery, if delivered personally against written receipt, (ii) three (3)
days after posting by certified mail, postage prepaid, return receipt requested,
(iii) upon confirmed receipt, if delivered by telecopier or (iv) the next day if
delivered by a recognized overnight commercial courier, such as Federal Express
or DHL, addressed in each instance to the Parties at the addresses set forth
below the signatures of the parties at the end of this Agreement (or at such
other addresses as shall be given by either of the Parties to the other in
accordance with this Section 9.8).
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Section 9.9 ENTIRE AGREEMENT. This Agreement and its Exhibits together
constitute the complete understanding and agreement of the Parties with respect
to the subject matter hereof, and supersede all prior communications with
respect thereto. They may not be modified, amended or in any way altered, except
in a writing signed by both Parties. No agent of any Party hereto is authorized
to make any representation, promise or warranty inconsistent with the terms
hereof.
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IN WITNESS WHEREOF, the Parties hereto have set their hands by their
authorized representatives as of the year and date first hereinabove indicated.
The Japan Fund, Inc. DST SYSTEMS, INC.
By /S/ XXXXXXX X. XXXXXX By /S/ XXXXXX X. XXXXX
------------------------------ ------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
Title: CEO Title: Group Vice President
Address: c/o State Street Corp. Address: 0000 Xxxxxxxx, Xxxxx Xxxxx
0 Xxxxxx xx Xxxxxxxxx Xxxxxx Xxxx, Xxxxxxxx 00000-0000
LCC0695, XX Xxx 0000 Tel: (000) 000-0000
Xxxxxx XX 00000 FAX: (000) 000-0000
Tel: (000) 000-0000
FAX: (000) 000-0000
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SERVICE EXHIBIT
WEB SERVICES
1. WEB SERVICES. Customer has requested, and DST will provide Web Services
as one of the FAN Services provided pursuant to the terms of the DST
FAN Services Agreement (the "Agreement") between Customer and DST.
Through Web Services, Shareholders may submit Transaction requests to
the Fund's transfer agency system via the Internet as described further
in this Service Exhibit.
2. DEFINITIONS. For purposes of this Exhibit, the following additional
definitions shall apply (in addition to all other defined terms in the
Agreement):
o "Customer Web Site" shall mean the collection of electronic
documents or pages residing on the computer system of Customer
(or an Internet Service Provider ("ISP") hired by Customer)
connected to the Internet and accessible by hypertext link
through the World Wide Web, where Shareholders may view
information about the Funds and access the various Transaction
screens provided by Customer.
o "FAN Web Authentication" shall mean the Shareholder
authentication process, utilized by Web Services if Customer
has not chosen Single Signon as one of the FAN Options,
whereby Shareholder authentication information is collected
and transmitted, and Shareholder personal identification
number (PIN) information is created, changed and reset via an
Internet link between the DST Web Site and the Shareholder's
web browser.
o "Shareholder" shall mean the record owner or authorized agent
of the owner of shares of a Fund.
o "Single Signon" shall mean the function of Web Services,
available to Customer as one of the FAN Options, enabling
Customer to (i) manage Shareholder login procedures at the
Customer Web Site and collect Shareholder authentication
information and pass such information to the DST Web Site for
Shareholder authentication utilizing server-to-server "https"
requests and text responses between the DST Web Site and the
Customer Web Site, and (ii) create, change and reset
Shareholder personal identification number (PIN) information
directly at the Customer Web Site.
3. DST RESPONSIBILITIES. In connection with its performance of Web
Services, DST shall:
(a) receive Transaction requests electronically
transmitted to the DST Web Site via the Internet
following execution of a link from the Customer Web
Site to the DST Web Site and route Transaction
requests through FAN to Customer's transfer agency
system, using Single Signon or FAN Web
Authentication, as applicable, for the collection and
presentation of Shareholder authentication
information;
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(b) for each Transaction request received, route
Transaction information from Customer's transfer
agency system through FAN to the Internet to be
viewed by Users;
(c) deliver to Customer a DST FAN Options User Guide and
FAN Options instruction form; and update FAN Options
as necessary when provided written instructions from
Customer, and
(d) perform all other DST obligations as set forth in the
Agreement.
4. CUSTOMER RESPONSIBILITIES. In connection with its use of Web Services,
Customer shall:
(a) provide all computers, telecommunications equipment
and other equipment and software reasonably necessary
to develop and maintain the Customer Web Site;
(b) design and develop the Customer Web Site
functionality necessary to facilitate and maintain
the hypertext links to the DST Web Site and the
various Transaction Web pages and otherwise make the
Customer Web Site available to Shareholders;
(c) provide the FAN Options to DST for each Fund in
writing on forms provided by DST and update the FAN
Options in writing as required by Customer from time
to time;
(d) if Customer has selected Single Signon as one of the
FAN Options, collect at the Customer Web Site via
Single Signon, and incorporate into the Transaction
request, the Shareholder authentication information
for the specified Transaction, as applicable for the
Transaction and the FAN Options chosen by Customer;
(e) provide DST with such other written instructions as
it may request from time to time relating to the
performance of DST's obligations hereunder; and
(f) perform all other Customer obligations as set forth
in the Agreement.
5. FEES. The fees payable to DST by Customer for Web Services are set
forth on the Fee Schedule attached to this Service Exhibit.
6. CUSTOMER-CONTROLLED CONTENT. DST provides Customer the ability to post
content (plain text or HTML) to Customer's portion of the DST Web Site
rather than have DST develop and install the content. This content is
displayed and viewable to all Users authorized by Customer. The use of
this feature is optional, at the discretion of Customer, and is subject
to the following terms and conditions:
(a) Customer is solely responsible for any and all
content and hyperlinks displayed in the
Customer-Controlled Content Areas of the DST Web
Site.
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(b) Customer is solely responsible for compliance with
all legal and regulatory requirements which may apply
to content and hyperlinks at the Customer-Controlled
Content Areas of the DST Web Site, including, but not
limited to copyright, trade secret and intellectual
property laws and federal and state securities laws
which may apply to the promotion of mutual fund
products and securities or other Financial Products,
as applicable, electronically and over the Internet.
(c) DST reserves the right, but has no duty, to monitor
the Customer-Controlled Content Areas of the DST Web
Site for adherence to the terms of this Agreement and
may disclose any and all data and information posted
to the Customer-Controlled Content Areas of the DST
Web Site to the extent necessary to protect the
rights or property of DST, its affiliates or
licensees, or to satisfy any law, regulation or
authorized governmental request.
(d) DST reserves the right, but has no duty, to prohibit
conduct, promotional material, hyperlinks to certain
sites, comments, responses or any communication,
data, information or content posted to the
Customer-Controlled Content Areas of the DST Web Site
which it deems, in its sole discretion, to be harmful
to DST, its customers or any other person or entity.
(e) Customer acknowledges that DST cannot ensure editing
or removal of any inappropriate, questionable or
illegal content posted to the Customer-Controlled
Content Areas of the DST Web Site or to any site on
the Internet accessed from a hyperlink at the
Customer-Controlled Content Areas of the DST Web
Site. Accordingly, Customer agrees that DST has no
liability for any action or inaction with respect to
content or hyperlinks posted to or deleted from the
Customer-Controlled Content Areas of the DST Web Site
and Customer shall indemnify and hold DST harmless
from and against any and all costs, damages and
expenses (including attorney's fees) arising out of
the posting of content or hyperlinks at the
Customer-Controlled Content Areas of the DST Web
Site.
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EXHIBIT TERM:
October 8, 2007 through October 7, 2008.
At the end of the initial Exhibit Term above (the "Initial Exhibit
Term"), this Service Exhibit shall automatically renew for additional,
successive twelve (12)-month terms (each, a "Renewal Exhibit Term")
unless terminated by either Party by written notice to the other at
least sixty (60) days prior to the end of the Initial Exhibit Term or
any Renewal Exhibit Term, in which case the effective date of such
termination notice shall be the end of the relevant Initial Exhibit
Term or Renewal Exhibit Term. The Initial Exhibit Term and any Renewal
Exhibit Term(s) are referred to herein as the Exhibit Term. Nothing in
this paragraph shall alter or affect either Party's ability to
terminate the Agreement and this Service Exhibit as set forth in
Article 5 of the Agreement.
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The Japan Fund, Inc. DST SYSTEMS, INC.
By /S/ XXXXXXX X. XXXXXX By /S/ XXXXXX X. XXXXX
------------------------------ ------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
Title: CEO Title: Group Vice President
Address: c/o State Street Corp. Address: 0000 Xxxxxxxx, Xxxxx Xxxxx
0 Xxxxxx xx Xxxxxxxxx Xxxxxx Xxxx, Xxxxxxxx 00000-0000
LCC0695, XX Xxx 0000 Tel: (000) 000-0000
Xxxxxx XX 00000 FAX: (000) 000-0000
Tel: (000) 000-0000
FAX: (000) 000-0000
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FAN WEB SERVICES - TA2000 CLIENT
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FEE TYPE CHARGE
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Initial Implementation Site Setup Fee(1) $15,000.00
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Each Additional Site Setup Fee $5,000.00
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Transaction Fees(2), (3)
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Portfolio Level Inquiries $.07
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Account Level Inquiries $.05
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Maintenance/Financial Transactions $.10
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New Account Establishment $.35
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Auxiliary Processing $.03
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Monthly Base Fee (This is in addition to the monthly transaction fee total) $3,000.00
(Vision(TM)Product not included)(4)
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Fund-Specific Enhancements/Consulting By Quote
==================================================================================== ========================
MONTHLY ACTIVITY DISCOUNT STRUCTURE
DST will offer Customer monthly activity discounts based on the total number of
Transactions incurred by Customer in such month. The monthly discount shall be
applied to Transaction Fees only. The following discount schedule will apply:
------------------------------------ ---------------------------
Monthly Activity Activity Discount
------------------------------------ ---------------------------
0 - 150,000 No Discount
150,001 - 250,000 $.0050
250,001 - 500,000 $.0075
500,001 - 1,000,000 $.0100
1,000,001 - 2,000,000 $.0150
2,000,001 - 3,000,000 $.0175
Greater than 3,000,000 $.0200
------------------------------------ ---------------------------
Example of Monthly Discount:
IF CUSTOMER HAS 400,000 TRANSACTIONS IN A GIVEN MONTH, A $.005 DISCOUNT WILL BE
APPLIED TO 100,000 OF THE TRANSACTIONS, AND A $.0075 DISCOUNT WILL BE APPLIED TO
150,000 OF THE TRANSACTIONS. THE REMAINING 150,000 TRANSACTIONS ARE BILLED
ACCORDING TO THE STANDARD TRANSACTION FEES.
----------
(1) The Initial Implementation Site Setup Fee includes establishment of FAN
Options and site setup. The fee also includes 100 hours of assistance from the
FAN Web Group's Business Analysts or technical staff. Any hours in excess of
these hours will be billed at DST's then standard FAN rates.
(2) These fees apply only where Customer provides a link from the Customer Web
Site to the DST Web Site.
(3) Other Transactions may be supported in the future, the fees for which will
be determined at that time. Customer will not be obligated to offer such new
Transaction types.
(4) The FAN Web monthly usage fee is a combination of the $3,000.00 monthly base
fee and the cumulative total of all transactions processed.
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SECURITY PROCEDURES - WEB SERVICES
1. ID / PASSWORD REQUIREMENTS
Initial authentication of a Shareholder in FAN is accomplished with account
number and Social Security Number (SSN) and is used to issue a personal
identification number (PIN) to the Shareholder.
Thereafter, Shareholder authentication may be accomplished by either of the
three following methods, determined by the FAN Options selected by Customer:
METHOD ONE
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Required - Account number is used as the identification (ID) of the Shareholder.
Required - The PIN is used as the access to the entered account.
Optional Requirement - Social Security Number may be chosen as an additional
required field by Customer, as part of the FAN Options, to add another level of
authentication to access the entered account number.
METHOD TWO
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Required - Social Security Number (SSN) of the Shareholder.
Required - The PIN is used as the access to the entered account.
METHOD THREE
------------
Required - User ID of the Shareholder. As part of the initial access, the
Shareholder establishes a User ID based on criteria established by Customer as
part of the FAN Options.
Required - The PIN is used as the access to the entered account.
2. ENCRYPTION
The DST Web server runs Secure Sockets Layer ("SSL"). The purpose of using SSL
is to encrypt data transmissions through the DST Web Site and block
communications through the DST Web Site from Internet browsers which do not
support SSL data encryption. The standard level of encryption supported by the
DST Web Site is 128-bit encryption.
3. NETWORK ACCESS CONTROL
A computer referred to as a "router" is located between the Internet backbone
connection and the DST Web server. The purpose of the router is to control the
connectivity to the DST Web server at the port level. This equipment is located
at DST's Winchester data center, but it is administered and maintained by an
independent firewall provider. Changes to the systems residing on this computer
are submitted to the firewall provider for remote administration. DST is advised
by its current firewall provider that this equipment will not interrogate data,
and that its only function is to limit the type of traffic accessing the
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DST Web server to the suite of Hyper-Text Transfer Protocols ("HTTP")
transmissions. Ports on the router are configured to be consistent with ports on
the DST Web server. DST is advised by its current firewall provider that all
other ports on the router other than those configured for the DST Web server are
not accessible from the Internet.
The DST Web server utilizes a UNIX operating system. All services and functions
within the DST Web server operating system are deactivated with the exception of
services and functions which support HTTP. This is the required service for HTML
content which is what the FAN Transactions are based upon. The general purpose
of this feature is to prevent external users from entering UNIX commands or
running UNIX based processes on the DST Web server. All ports on the DST Web
server, except those required by FAN (the ports accessed through the fire wall
provider's router), are disabled. All "listeners" are deactivated. Directory
structures are "hidden" from the user. Services which provide directory
information are also deactivated.
DST administrators gain access to the DST Web server through the physical
console connected to the DST Web server, or through the internal network via DST
Secure ID.
FAN also incorporates a data mapping system referred to as the "CICS Mapper".
The function of the CICS Mapper is to perform data packaging, security
interrogation, and protocol conversion. Data received by the CICS Mapper from
the DST Web server is interrogated for authenticity, repackaged for the DST
TA/2000 mainframe system, and protocols are converted for communication.
The CICS Mapper is programmed to terminate the session/Transaction between the
Shareholder and FAN if data authentication fails. Alerts are provided to system
administrators upon termination.
4. LIMITATION OF USERS
Access of DST personnel to the DST Web server is restricted within DST to a
limited number of users based upon DST system administration requirements, as
determined by appropriate DST systems managers from time to time.
5. INDEPENDENCE OF EACH CUSTOMER'S LOCATION ON THE WEB SERVER
Independence of customer presence on the DST Web server is accomplished by
establishing individual data set partitions on the DST Web server that are
designed to be separate from other partitions. Each customer's presence resides
within a separate data and directory structure on the DST Web server. The base
transaction code required by FAN is, however, shared by all data set partitions.
Each customer URL on the DST Web server will identify a separate customer
presence. The customer URL is designed to omit distinguishing characteristics of
the URL which could identify the customer or DST to the Shareholder, and each
customer will have a unique URL. The URL is in the following format:
128 bit encryption example:
xxxxx://xxx0.xxxxxxxxxxxxxx.xxx/xx/Xxxxxxxx?xxx000000000
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where the data following the `cz=' will be unique to Customer. The Customer URL
is not advertised by DST. Initial access to the Customer presence on the DST Web
server will be through the Customer Web Site.
Book marking of HTML pages within Customer's site on the DST Web server is not
allowed with the exception of either a legal terms page or the logon page, which
is the initial page presented to the Shareholder upon entry to the DST Web
server. The FAN Options selected by Customer determine which initial page will
be displayed to the Shareholder.
6. RIGHT TO AUDIT
Customer may audit, at its expense, the DST Web Site once in each 12 month
period and any associated systems or networks within FAN, after providing
reasonable notice to DST. The audit may include review of configurations, audit
trails, and maintenance of systems and software within FAN associated with the
DST Web Site. Tools which may be used for the audit may include network security
tools; provided, that DST may specify the time at which any tool is used, if DST
reasonably believes that such tool may affect system performance. The audit will
be coordinated through the DST Internal Audit Office and DST will be entitled to
observe all audit activity. Customer will not perform any action that may
interfere with the uptime or stability of DST's systems or networks. Subject to
the foregoing, Customer may perform any audit activity which is technically
possible for a user of the public Internet. In particular, Customer and its
review team will be considered authorized users and DST will not seek
prosecution under any computer crime or other applicable statutes for such
activity.
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SERVICE EXHIBIT
VISION SERVICES
1. VISION SERVICES. Customer has requested, and DST will provide Vision
Services as one of the FAN Services pursuant to the terms of the Master
Agreement for DST FAN Services (the "Agreement") between Customer and
DST. The Vision Services (the "Vision Services") consist of the
services provided by DST utilizing FAN(R), the Vision Web Site, the
Distribution Support Services Web Site, the Internet, and other systems
provided by DST and telecommunications carriers, whereby Users may view
account/contract information related to a Customer's Financial Products
or submit Transaction requests directly to the Financial Product's
transfer agent via the Internet, as described further in this Service
Exhibit.
2. DEFINITIONS. For purposes of this Exhibit, the following additional
definitions shall apply (in addition to all other defined terms in the
Agreement):
o "Customer Web Site" shall mean the collection of electronic
documents or pages residing on the computer system of Customer
(or an Internet Service Provider ("ISP") hired by Customer)
connected to the Internet and accessible by hypertext link
through the World Wide Web, where Users may view information
about the Financial Products and access the various
Transaction screens made available through Vision.
o "Distribution Support Services Web Site" shall mean the
collection of electronic documents or pages residing on the
DST controlled World Wide Web address (currently,
xxxxx://xxx.xxxxxx.xxx), linked to the Internet and accessible
by hypertext link through the World Wide Web, which Customer
may access to view information about Users and approve/deny
access requests by Users.
o "Financial Products" shall mean mutual funds, or real estate
investment trusts or limited partnerships or other similar
financial products, and "Financial Product Units" or "Units"
shall mean the shares or units of a Financial Product held by
a record owner.
o "Transactions" shall mean new account establishment, account
inquiries, purchases, redemptions through Automated Clearing
House, fed wire, or check to the address of record for the
Financial Product account, exchanges, maintenance and other
transactions offered from time to time through Vision
Services.
o "Unit Holder" shall mean the record owner of Financial Product
Units.
o "User(s)" shall mean the authorized agents, selling agents and
other intermediaries (i.e., broker/dealers, registered
investment advisors or registered representatives) acting on
behalf of record owners of Units of a Financial Product whom
Customer has authorized to use Vision.
o "Vision Web Site" shall mean the collection of electronic
documents or pages residing on the DST controlled World Wide
Web address (currently xxxxx://xxx.xxxxxxxxx.xxx),
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linked to the Internet and accessible by hypertext link
through the World Wide Web, which Users may access to view
account/contract information or to request Transactions on
behalf of the record owners they are acting on behalf of.
o "Vision Implementation Procedures" shall mean the optional
features and functions of Vision Services which are selected
by Customer, and the processes needed to activate these
functions, for the various components of Vision, a copy of
which has been provided to Customer.
3. DST RESPONSIBILITIES. In connection with its performance of Vision
Services, DST shall:
(a) receive Transaction requests electronically
transmitted by Users to the Vision Web Site via the
Internet and route Transaction requests through FAN
to Customer's transfer agency system;
(b) deliver to Customer a Vision Implementation
Procedures instruction form;
(c) provide all computers, telecommunications
connectivity and equipment reasonably necessary at
its facilities to operate FAN, the Vision Web Site
and the Distribution Support Services Web Site;
(d) deliver a monthly billing report to Customer, which
shall include a report of Transactions, by type,
processed through Vision Services; and
(e) perform all other DST obligations as set forth in the
Agreement.
4. CUSTOMER RESPONSIBILITIES. In connection with its use of Vision
Services, Customer shall:
(a) provide the Vision Implementation Procedures to DST
for each Financial Product in writing on forms
provided by DST and update the FAN Options in writing
as required by Customer from time to time (Vision is
offered in a generic format with limited Financial
Product customization, as described in the Vision
Implementation Procedures);
(b) provide DST with such other written instructions as
it may request from time to time relating to the
performance of DST's obligations hereunder; and
(c) perform all other Customer obligations as set forth
in the Agreement.
As a condition of a User's access to the Services, Customer
acknowledges that each User must comply with all User Enrollment and
Authorization Procedures described in the Security Procedures Section
of this Vision Exhibit.
If Customer chooses to allow Users to use the Vision Services via
Customer's Web Site, Customer shall also:
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(d) provide all computers, telecommunications equipment
and other equipment and software reasonably necessary
to develop and maintain the Customer Web Site; and
(e) design and develop the Customer Web Site
functionality necessary to facilitate and maintain
the hypertext links to the Vision Web Site and the
various Transaction Web pages and otherwise make the
Customer Web Site available to Users.
5. CUSTOMER CONTROLLED MARKETING CONTENT. Through the Vision Web Site, DST
provides Customer the ability to post content (plain text or HTML)
including hypertext links to other Web sites, that is displayed and
viewable to all Users authorized by Customer. The use of this feature
of Vision is optional, at the discretion of Customer, and subject to
the following terms and conditions:
(a) Customer is solely responsible for any and all
content and hypertext links displayed in the Customer
controlled content areas of the Vision Web Site.
(b) Customer is solely responsible for compliance with
all legal and regulatory requirements which may apply
to content and hypertext links in the Customer
controlled content areas of the Vision Web Site,
including, but not limited to copyright, trade secret
and intellectual property laws and federal and state
securities laws which may apply to the promotion of
mutual fund products and securities or other
Financial Products, as applicable, electronically and
over the Internet.
(c) DST reserves the right, but has no duty, to
electronically monitor the Customer controlled
content areas of the Vision Web Site for adherence to
the terms of this Agreement and may disclose any and
all data and information posted to the Vision Web
Site to the extent necessary to protect the rights or
property of DST, its affiliates or licensees, or to
satisfy any law, regulation or authorized
governmental request.
(d) DST reserves the right, but has no duty, to prohibit
conduct, promotional material, hypertext links to
certain sites, comments, responses or any
communication, data, information or content posted to
the Customer controlled content areas of the Vision
Web Site which it deems, in its sole discretion, to
be harmful to DST, its customers or any other person
or entity.
(e) Customer acknowledges that DST cannot ensure editing
or removal of any inappropriate, questionable or
illegal content posted to the Vision Web Site or to
any site on the Internet accessed from a hypertext
link at the Vision Web Site. Accordingly, Customer
agrees that DST has no liability for any action or
inaction with respect to content or hypertext links
posted to or deleted from the Customer controlled
content areas of the Vision Web Site and Customer
shall indemnify and
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hold DST harmless from and against any and all costs,
damages and expenses (including attorney's fees)
arising out of the posting of content or hypertext
links at the Customer controlled content areas of the
Vision Web Site.
6. CHANGE IN DESIGNATED FINANCIAL PRODUCTS. Upon ten (10) days prior
notice to DST, Customer may change the Financial Products designated to
participate in Vision Services by delivering to DST, in writing, a
revised list of participating Financial Products.
7. ADVERTISING AND PRODUCT PROMOTION. Regarding the Vision Web Site, DST
will not enable advertising or product promotion by any participating
or non-participating product manufacturer or third-party service
provider. This includes but is not limited to all uses and forms of
pop-ups, Adobe Flash presentations, banner advertisements, promotional
hypertext links, etc. DST may, in its discretion, enter into agreements
with service providers (E.G., Morningstar) that are deemed by DST to be
of value to Users, which services may require the use of links and
awareness mechanisms. In such event, for the purposes of this
provision, such services shall not be considered advertising.
8. INDEMNITY FOR ACTIONS OF USERS. Customer acknowledges that the use of
Vision by Users to conduct Transactions on behalf of Unit Holders
presents risks arising from the actions of such Users. Accordingly,
Customer hereby indemnifies and holds DST harmless from, and shall
defend it against any and all claims, demands, costs, expenses and
other liabilities, including reasonable attorneys' fees, arising out of
financial or other consequences of Transactions conducted by Users, or
out of disputes as to the authority of Users to conduct Transactions,
except, in any such case, to the extent such liabilities are
attributable to the failure by DST to perform its obligations under the
Agreement or this Service Exhibit or to fraud or Intentional Malevolent
Act (as defined in Section 6.2 of the Agreement) on the part of DST.
9. FEES. The fees payable to DST by Customer for Vision Services are set
forth on the Fee Schedule attached to this Service Exhibit.
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EXHIBIT TERM:
October 19, 2007 through October 18, 2008.
At the end of the initial Exhibit Term above (the "Initial Exhibit Term"), this
Service Exhibit shall automatically renew for additional, successive twelve
(12)-month terms (each, a "Renewal Exhibit Term") unless terminated by either
Party by written notice to the other at least sixty (60) days prior to the end
of the Initial Exhibit Term or any Renewal Exhibit Term, in which case the
effective date of such termination notice shall be the end of the relevant
Initial Exhibit Term or Renewal Exhibit Term. The Initial Exhibit Term and any
Renewal Exhibit Term(s) are referred to herein as the Exhibit Term. Nothing in
this paragraph shall alter or affect either Party's ability to terminate the
Agreement and this Service Exhibit as set forth in Article V of the Agreement.
The Japan Fund, Inc. DST SYSTEMS, INC.
By /S/ XXXXXXX X. XXXXXX By /S/ XXXXXX X. XXXXX
------------------------------ ------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxx
Title: CEO Title: Group Vice President
Address: c/o State Street Corp. Address: 0000 Xxxxxxxx, Xxxxx Xxxxx
0 Xxxxxx xx Xxxxxxxxx Xxxxxx Xxxx, Xxxxxxxx 00000-0000
LCC0695, XX Xxx 0000 Tel: (000) 000-0000
Xxxxxx XX 00000 FAX: (000) 000-0000
Tel: (000) 000-0000
FAX: (000) 000-0000
VISION
FEE SCHEDULE
PRICING
-------
DST has a standard fee schedule for all Vision customers. The fee schedule is
the same regardless of whether or not the Vision customer is also a customer of
TA2000. DST will continue to maintain a single fee schedule for all
participating management companies.
ID CHARGES
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NUMBER OF ID BREAKPOINTS ID CHARGE BREAKPOINTS
------------------------ ---------------------
1 - 500 $5.00 per month/per ID for each of the first 500 IDs
501 - 1,000 $4.00 per month/per ID for each of the next 500 IDs
1,001 - 2,000 $3.00 per month/per ID for each of the next 1,000 IDs
2,001 - 3,000 $2.00 per month/per ID for each of the next 1,000 IDs
3,001 - + No charge for each additional ID over 3,000
In accordance with the schedule above, ID Charges cannot exceed a monthly
maximum of $9,500.
INQUIRY CHARGES
---------------
Initial Set-up Fee None
Standard Per View Charge $0.05
Global Book of Business Per View Charge $0.025
Monthly Minimum None
A view is defined as the complete process of an information request being
initiated by the Vision User to the underlying recordkeeping system, and the
corresponding response returned from the underlying recordkeeping system to the
Vision User's browser.
STATEMENT CHARGES
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Individual Statement Retrieval Charge $0.05 per statement
Batch Statement Load Charge $0.03 per image
Monthly Statement Interface Support Charge(1) $1,300
Monthly Minimum None
Each individual statement presented shall be a separate retrieval and therefore
be a separate charge, i.e., any related statement or historical statement, even
if referred to on the requested statement, shall be a
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(1) The Monthly Statement Interface Support Charge shall only be imposed if
Customer elects to offer electronic statements as a part of the Vision Services
through a statement vendor, or proprietary offering, other than DST Output, LLC
or a subsidiary of DST Output, LLC. If Customer uses DST Output, LLC or a
subsidiary of DST Output, LLC as its electronic statement vendor, the Monthly
Statement Interface Support Charge will be waived.
6
separate Statement Retrieval Charge. Further, the Statement Retrieval Charges do
not cover any charges or expenses Customer may incur from its statement vendor.
The Batch Statement Load per-image charge will only be assessed at the time the
statements are provided to Vision by the statement vendor, not at the time of
viewing or downloading. Statements may be retrieved multiple times during the
on-line availability period, but the management company is only charged once.
Once the on-line availability period ends, the statements may be requested again
and new charges would be assessed.
EMAIL ALERT CHARGES
-------------------
Per email charge $0.05 regardless of the number of
confirmations included in the email
TRANSACTION PROCESSING CHARGES(2)
---------------------------------
Initial Set-up Fee(3)
Existing FAN Users $2,500
All Others $5,000
Purchase, Redemption, Exchange, Maintenance $0.10 each
NSCC Reject Processing (per reject) $0.10 each
New Account Establishment (each new account transaction $0.35
may contain one or more new accounts)
Monthly Minimum(4)
the greater of $500 or actual
usage charge
FUND FAMILY VISION ADDITIONAL FEES
----------------------------------
Fund Family Vision(5) is an optional element of the Vision Services which
provides Customer the ability to offer integrated access to Vision through the
Customer Web Site as described in more detail in the Fund Family Vision
Implementation Guide.
BASIC PACKAGE
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When a User requests access to Vision, Customer's Web Site will launch
a frame-set containing Customer's header within the top frame and
Customer's custom version of Vision within the
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(2) Transaction Processing is an optional element of Vision Services. Customer
will not be assessed the Monthly Minimum or any Transaction Processing Charges
until one or more of the Transaction types are made available to Users.
(3) The Initial Set-up Fee shall be waived for set-ups that involve only NSCC
Reject Processing. For all other transaction processing this Fee shall apply and
shall be assessed only once per management code.
(4) NSCC Reject Processing shall not be considered when calculating the Monthly
Minimum charge for Transaction Processing.
(5) Participation in the Fund Family Vision offering (both Basic and Premium
Packages) is subject to the terms and conditions set forth on Exhibit A attached
to this Service Exhibit.
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lower frame. The customizable components are described in the Fund
Family Vision Implementation Guide.
PREMIUM PACKAGE
---------------
In addition to the integration provided in the Basic Package, the
Premium Package provides four additional features as follows:
AUTHENTICATION - Provides seamless integration between
Customer's Web Site and Vision.
CONTENT MANAGEMENT - Enables Customer to publish marketing or
other types of customer-specific content to DST-designated areas
within DST-designated Vision screens without manual DST
intervention.
FUND SPECIFIC NAVIGATION - Enables Customer, if Customer
participates in Client List for Fund Family Vision, to define
links within the left navigation that will direct the User to
specific destinations on Customer's Web Site.
WEB STATS - Provides enhanced reporting of usage patterns and
general Web activity.
FEES(6) In addition to the other Vision fees as described in this Vision fee
schedule, the following Fund Family Vision Additional Fees apply:
BASIC PACKAGE
In the event Customer elects to utilize the Fund Family Vision option,
if the Customer is paying less than the monthly maximum in Vision ID
Charges ($9,500), the additional fee for the Fund Family Vision Option
shall be a monthly amount equal to the lesser of (i) $1,000 per month,
or (ii) the difference between the current ID Charges and the amount
needed to reach the $9,500 monthly ID Charge maximum. Customer may
utilize the Fund Family Vision option free of charge for so long as
Customer is paying the monthly maximum in Vision ID Charges ($9,500).
PREMIUM PACKAGE(7)
Initial Set-up Fee $5,000
Monthly Fee $3,000
VOLUME DISCOUNTS
----------------
Discount Schedule (monthly)(8)
$7,500 - $15,000 20%
$15,001 - $30,000 25%
$30,001 - $45,000 30%
$45,001 - + 35%
----------
(6) Fund Family Vision fees are not included for purposes of calculating the
Vision Volume Discount, as described under Volume Discounts.
(7) The Premium Package Initial Set-up Fee and Monthly Fee shall be waived for
Platinum Level customers.
(8) Volume Discounts apply to all Inquiry Charges, Individual Statement
Retrieval Charges, Batch Statement Load Charges, Email Alert Charges,
Transaction Processing Monthly Minimum and Transaction Processing Charges. ID
Charges, Monthly Statement Interface Support Charges, Email Alert Charges,
Transaction Processing Initial Set-up Fee, and Fund Family Vision Additional
Fees are not included in Volume Discount calculations.
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The percentage discount is applied incrementally to the dollars associated with
each breakpoint.
Each affiliate of Customer with a separate management code in the DST system
will be charged separately and will not be aggregated for purposes of ID Charges
or Volume Discounts.
PLATINUM/GOLD DISCOUNT
----------------------
An additional discount shall be applied to the net Fees (i.e., after Volume
Discounts) paid by Customer for DST's Vision Services if Customer is utilizing
DST's Basic FAN Mail Services pursuant to the applicable Master Agreement for
DST FAN Mail Services, as follows:
At the beginning of the next calendar year following the first calendar
year in which Customer has received Basic FAN Mail Services pursuant to
the Service Exhibit to the Master Agreement for DST FAN Mail Services,
and at the beginning of each calendar year thereafter, DST shall review
the average combined monthly usage fees actually paid by Customer for
Basic FAN Mail Services and Vision Services for the previous calendar
year. In the event the average monthly usage fees paid equal or exceed
at least $15,000.00, Customer shall receive the following discounts on
Vision Services fees for the then current calendar year:
GOLD LEVEL
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Qualification: Average combined monthly usage fees paid by
Customer for Basic FAN Mail Services and Vision
Services equal or exceed $15,000.00 ($180,000
annually) but are less than $25,000.00.
Discount: The discount for each billing cycle equals 2 1/2% of
Vision usage fees billed for such cycle.
PLATINUM LEVEL
--------------
Qualification: Average combined monthly usage fees paid by
Customer for Basic FAN Mail Services and Vision
Services equal or exceed $25,000.00 ($300,000
annually).
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Discount: The discount for each billing cycle equals 5% of
Vision usage fees billed for such cycle.
If Customer qualifies, the discount shall be shown on each invoice
issued to Customer.
VISION
SECURITY PROCEDURES
1. A. ID/PASSWORD REQUIREMENTS - USERS
Authentication of a User in Vision is based on the Vision Operator ID and
Password.
Required - The Vision Operator ID, assigned by DST, shall have access
authorization as determined by the Customer. This may include the following
access levels, at Customer's option, the contents of which shall be determined
by the Customer:
Unrestricted Access - This allows the User to view any account
information for all of Customer's Financial Products.
Dealer Level Access - This allows the User to view any account
information with the authorized dealer number.
Dealer/Branch Level Access - This allows the User to view any account
information with the authorized dealer and branch combination.
Dealer/Representative Level Access - This allows the User to view any
account information with the authorized dealer and representative
combination.
Tax ID Level Access -This allows the User to view any account with the
authorized Social Security Number and/or TIN of the Unit Holder.
Trust/TPA Access - This allows the User to view any account with the
authorized trust company or Third Party Administrator number assigned
to the underlying account/contract.
Required - Password is used in conjunction with Vision Operator ID to access the
Vision Web Site, which consequently provides access to any Financial Product
account information that has been previously authorized by Customer. Vision does
not use a personal identification number (PIN).
1. B. ID/PASSWORD REQUIREMENTS - CUSTOMER POINT OF CONTACT
Authentication of a Customer point of contact in the Distribution Support
Services Web Site is based on an Operator ID and Password.
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Required - The Operator ID, chosen by the Customer, shall have access as
determined by the Customer. Access will be specific to the management company
associated with the Customer. This may include the following access levels, at
Customer's option, inquiry only access (Customer point of contact may only view
information related to Users) or update access (Customer point of contact may
update profiles related to Users, including, but not limited to, changing,
adding and deleting User information). DST shall store the Operator ID and
associated access levels. Any personnel changes or access changes affecting the
Customer point of contact must be communicated to DST promptly.
Required - Password is used in conjunction with Operator ID to access the
Distribution Support Services Web Site, which consequently provides access to
any User information (profile, firm, address, authorization information, etc.)
2. ENCRYPTION
The DST Web server runs Secure Sockets Layer ("SSL"). The purpose of using SSL
is to encrypt data transmissions through the Vision Web Site and the
Distribution Support Services Web Site and block communications through the
Vision Web Site or the Distribution Support Services Web Site from Internet
browsers which do not support SSL data encryption. The standard level of
encryption supported by the Vision Web Site and the Distribution Support
Services Web Site is 128-bit encryption.
3. NETWORK ACCESS CONTROL
A device referred to as a "firewall" is located between the Internet and the
collection of electronic documents or pages residing on DST's computer system,
linked to the Internet and accessible by hypertext link through the World Wide
Web, where the data fields and related screens provided by DST may be viewed by
Recipients who access such site ("DST Web Site"). The purpose of the firewall is
to control connectivity to the DST Web Site at the port level. This equipment is
located and administered at DST's Winchester data center. Changes to the systems
residing on this computer are submitted through the DST change control process.
DST is advised by its current firewall provider that this equipment will not
interrogate data, and that its only function is to limit the type of traffic
accessing the DST Web Site. Ports on the firewall are configured to be
consistent with ports at the DST Web Site.
All services and functions within the DST Web Site are deactivated with the
exception of services and functions which support the transfer of files. All
ports on the DST Web Site are disabled, except those ports required to transfer
files. All "listeners" are deactivated. Directory structures are "hidden" from
the user. Services which provide directory information are also deactivated.
4. LIMITATION OF USERS
Access of DST personnel to the DST Web server is restricted within DST to a
limited number of users based upon DST system administration requirements, as
determined by appropriate DST systems managers from time to time.
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5. RIGHT TO AUDIT
Customer may audit, at its expense, the Vision Web Site and the Distribution
Support Services Web Site once in each 12 month period and any associated
systems or networks within FAN, after providing reasonable notice to DST. The
audit may include review of configurations, audit trails, and maintenance of
systems and software within FAN associated with the Vision Web Site and the
Distribution Support Services Web Site. Tools which may be used for the audit
may include network security tools; provided, that DST may specify the time at
which any tool is used, if DST reasonably believes that such tool may affect
system performance. The audit will be coordinated through the DST Internal Audit
Office and DST will be entitled to observe all audit activity. Customer will not
perform any action that may interfere with the uptime or stability of DST's
systems or networks. Subject to the foregoing, Customer may perform any audit
activity which is technically possible for a user of the public Internet. In
particular, Customer and its review team will be considered authorized users and
DST will not seek prosecution under any computer crime or other applicable
statutes for such activity.
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USER ENROLLMENT AND AUTHORIZATION PROCEDURES
The following procedures are part of the Security Procedures applicable
to Vision Services.
1. ENROLLMENT.
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Each User is required to complete an Electronic Enrollment Form, which
is available at a URL designated by DST (at the date of this Agreement
- xxx.xxxxxxxxx.xxx). Users enrolling for access may complete the
enrollment process by providing DST with information called for in the
Electronic Enrollment Form about their practice and the Financial
Products they wish to access.
2. CUSTOMER AUTHORIZATION.
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Upon receiving a completed Electronic Enrollment Form from a User, DST
will make available an Authorization Request to Customer (point of
contact) through the Distribution Support Services Web Site. The
Authorization Request will identify the level of access requested and
the security criteria as well as provide a sample client Tax ID/Social
Security Number.
Through the Distribution Support Services Web Site, the Customer point
of contact is solely responsible for authorizing or denying each User
request for access to Transactions through Vision. When authorizing
requests, security criteria must be verified by Customer. This includes
verifying:
o Appropriate Level of Authorization. Please note, each
authorization will provide access to the level indicated on
DST's Authorization Request. Access may be requested at the
dealer, dealer/branch, dealer/representative, tax ID, or
Trust/TPA level.
o Accurate Access Security Criteria. Customer must verify that
each field authorized in the security criteria accurately
represents the dealer/branch/representative or tax ID
information which appears on the master of the
representative's clients accounts. 100% of the
representative's accounts should reflect the authorized
criteria.
Customer assumes all responsibility for verifying the security level of
each new User authorization request. DST shall not be required to
verify that the person who processes the Authorization Request is
legally authorized to do so on behalf of Customer and DST shall be
entitled to rely conclusively upon such approval/denial without further
duty to inquire.
3. PASSWORD & ID NOTIFICATION.
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When Customer approves an authorization request, the User's ID is
updated for the authorized security and an e-mail is sent to the User
notifying him/her of their Vision access. Users are required to
establish their own initial password at a URL designated by DST (at the
date of this Agreement - XXX.XXXXXXXXX.XXX/XXXXXXXXXX.XXXX).
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VISION
EXHIBIT A
FUND FAMILY VISION PARTICIPATION TERMS AND CONDITIONS
The optional Fund Family Vision feature allows Customer to offer integrated
access to the Vision Web Site. When a User requests access to Vision, Customer's
host Web site ("Host Site") will launch a frame-set containing Customer's header
within the top frame and Vision within the lower frame. By requesting Fund
Family Vision, Customer instructs DST to proceed with implementation of Fund
Family Vision in accordance with this Exhibit and the Fund Family Vision
Implementation Worksheet. As part of Customer's instructions, Customer agrees to
the following terms and conditions, which may modify or be in addition to the
terms and conditions in the Agreement and/or Vision Service Exhibit:
GENERAL TERMS
o DST grants Customer a limited, non-exclusive, non-transferable, terminable
right to display the Vision Web Site, including the content therein, within
the Host Site, solely in connection with Customer's use of Fund Family
Vision in accordance with the terms and conditions of the Agreement, the
Vision Service Exhibit and this Exhibit A;
o Customer's frame-set may contain the Host Site's header only within the top
frame and Vision within the lower frame. Vision must be displayed in the
full-horizontal space of the bottom frame to avoid extensive wrapping;
o The Host Site will make no attempt to interfere with the normal functioning
of Vision or display any content that would present Vision or Vision
content in an unfavorable light or in any manner that is otherwise
defamatory, libelous, misleading or obscene. Customer will not in any
manner state or imply that DST or the Vision Web Site recommends or
endorses Customer or any product or service sold or provided by Customer.
The optional Authentication feature of the Fund Family Vision (part of the
Premium Package offering) allows Customer to offer single sign-in capability
between the Host Site and XXXXxxxxx.xxx. In so doing, Customer's Host Site will
provide entry fields for the Vision ID and password. The Vision ID and password
will be passed from the User's browser to Vision where the ID and password
combination will be validated and the User signed in to Vision. Upon validation
at the Vision Web Site, Vision seamlessly redirects the User to Customer's Host
Site. Through this redirect page sent by Vision, the Host Site will receive a
session ID with the User's Vision ID. Customer will then cross-reference the
Vision ID to an internally maintained ID database that identifies the User to
Customer and determines what content the User is entitled to access on the Host
Site. If the User selects an 'accounts' link while navigating within the Host
Site, the User will access Vision without an additional sign-in.
If the User ID entered by the User is not a valid Vision ID but is a valid Host
Site ID, Vision will pass the User ID and password to the Host Site for
authentication. Users authenticated by the Host Site ID will not have access to
Vision.
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If Customer elects to implement the single sign-in feature of Fund Family
Vision, as part of its instructions, Customer agrees to the following additional
terms and conditions, which may modify or be in addition to the terms and
conditions in the Agreement and the Vision Service Exhibit:
AUTHENTICATION
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o Customer agrees not to develop processes that store and retain the
Vision ID and password entered on the Host Site Sign on page and
acknowledges that doing so is a breach of the Agreement;
o Customer agrees that when a User provides a Vision ID for access to
Vision and/or Customer's advisor Web Site, the authentication of the
User is based solely on the Vision ID and password received;
o Customer agrees that User profile information associated with a given
Vision ID (other than dealer/branch/rep info) may change and that DST
will not notify Customer when that occurs; and
o Customer agrees that authentication of the Vision ID and password are
dependent upon the availability of systems at DST and that if those
systems are not available, the single sign-in feature will not work.
In the event that any use by Customer of Fund Family Vision does not conform to
this Exhibit A, in addition to its other rights and remedies under the Agreement
and the Vision Service Exhibit, DST may immediately discontinue the provision of
Fund Family Vision to Customer and upon DST's written notice, Customer will
immediately disable the integrated access to the Vision Web Site.
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