AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Exhibit (h)(6)(ix)
AMENDMENT TO
TRANSFER AGENCY AND SERVICE AGREEMENT
TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDMENT, dated June 5, 2014 and effective April 1, 2014, to the Transfer Agency and Service
Agreement (the “Agreement”) entered into on October 3, 2008, as amended, by and between Allianz
Global Investors Fund Management LLC (the “Administrator”), on behalf of the Allianz Funds (the
“Funds”) and each Portfolio, as listed on Schedule A to the Agreement and Boston Financial Data
Services, Inc. (the “Transfer Agent”). Capitalized terms used in this Amendment without definition
shall have the respective meanings given to such terms in the Agreement.
WHEREAS, the Administrator administers all of the operations of each Fund pursuant to an
Administration Agreement between each Fund and the Administrator, and procures or provides for the
procurement on behalf of each Fund, at the Administrator’s expense, certain services, including
among others, transfer agency and recordkeeping services; and
WHEREAS, pursuant to the Agreement, the Transfer Agent is appointed as transfer agent,
dividend disbursing agent and agent in connection with certain other activities, as set forth in
the Agreement, of each Fund and the Portfolios; and
WHEREAS, the Administrator and the Transfer Agent desire to amend certain provisions of the
Agreement,
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
hereinafter contained, the Administrator and the Transfer Agent hereby agree to amend the Agreement
pursuant to the terms thereof, as follows:
I. Term.
Section 12 of the Agreement is hereby amended by replacing the first three sentences of Section
12.1 with the following:
“The initial term of this Agreement (the “Initial Term”) shall be April 1, 2014 through
March 31, 2019. Upon the expiration of the Initial Term, this Agreement shall
automatically renew for successive periods of one year each (“Renewal Term”).”
II. Fees.
The Fee Schedule (Schedule 3.1) to the Agreement, which was previously amended April 1, 2011, is
replaced and superseded with the attached Schedule 3.1 effective April 1, 2014, which shall
continue in effect until amended by the parties hereto.
III. Service Level Standards.
Section 1.5 of the Agreement is hereby deleted.
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IV. Standard of Care.
Section 9 of the Agreement is hereby amended and restated to read as follows:
“The Transfer Agent shall at all times act in good faith and agrees to use commercially
reasonable best efforts to ensure the accuracy of all services performed under this
Agreement, but assumes no responsibility and shall not be liable for loss or damage due to
errors, including encoding and payment processing errors, unless said errors are caused by
its negligence, bad faith, or willful misconduct or that of its employees or agents. The
parties agree that any encoding or payment processing errors shall be governed by this
standard of care and that Section 4-209 of the Uniform Commercial Code is superseded by
Section 9 of this Agreement. The standard of care under this Section 9 also
shall apply to Exception Services, as defined in Section 2.3 herein. Notwithstanding
the foregoing, the Transfer Agent’s aggregate liability during any term of this Agreement
with respect to, arising from or arising in connection with this Agreement, or from all
services provided or omitted to be provided by the Transfer Agent under this Agreement for
all of the Portfolios subject to this Agreement, whether in contract, or in tort, or
otherwise, is limited to, and shall not exceed the aggregate of the amounts actually
received hereunder by the Transfer Agent as fees and charges (including reimbursable
expenses of up to $1 million) during the twelve (12) calendar months immediately preceding
the first event for which recovery from the Transfer Agent is being sought, or if this
Agreement has been in place for less than twelve (12) months, the amount of fees and charges
(including reimbursable expenses of up to $1 million) received by the Transfer Agent under
the Agreement for such period. The foregoing limitation on liability shall not apply to any
loss or damage resulting from any fraud committed by the Transfer Agent or its employees or
agents or any intentional malevolent acts by the Transfer Agent’s employees. For purposes
of this Section 9, “intentional malevolent acts” shall mean those acts undertaken
purposefully under the circumstances in which the person knows or has reason to believe that
such acts violate this Agreement and are likely to cause damage or harm.”
V. Anti-Corruption.
Section 11.8 of the Agreement (as added by previous amendment) is hereby amended and restated to
read as follows:
“11.8 Anti-Corruption. Each party to this Agreement hereby agrees that it shall not
knowingly commit, authorize or permit any action which would cause the other party to be in
violation of any applicable anti-bribery laws or regulations. Each party agrees that it
will not knowingly offer or give, or agree to give, to any employee, representative or third
party acting on behalf of the other party, nor knowingly accept, or agree to accept, from
any employee, representative or third party acting on behalf of the other party, any
unlawful payment, unlawful compensation or unlawful remuneration, be it monetary or other
thing of value, in connection with the negotiation, execution, conclusion or the performance
of this Agreement. The parties shall promptly notify each other if they become aware of any
breach of this provision, and a breach of this provision shall be considered cause for
termination by the non-breaching party under Section 12.7 of the Agreement.”
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VI. Other.
This Amendment may not be assigned by either party without the consent of the other party.
Except as expressly provided herein, the Agreement shall remain in full force and effect in
accordance with its terms.
All defined terms and definitions in the Agreement shall be the same in this Amendment except as
specifically revised by this Amendment.
VII. Effectiveness
Upon its execution, this Amendment shall be effective as of the effective date noted above.
This Amendment may be executed in counterparts, each of which shall be deemed to be an original.
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name
and behalf by its duly authorized representative as of the date first above written.
| ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC | ||||
By: Name: |
/s/ Julian Sluyters
|
|||
Title:
|
Chairman-Management Board | |||
| BOSTON FINANCIAL DATA SERVICES, INC. | ||||
By: Name: |
/s/ Xxxxx X. Xxxxxx
|
|||
Title:
|
Managing Director | |||
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