SUB-TRANSFER AGENT
AGREEMENT
AGREEMENT made as of the 1st day of July,1993 by Fidelity Investments
Institutional Operations Company, ("FIIOC"), a division of FMR Corp., and
Xxxxxxxxx Funds Trust Company ("Xxxxxxxxx").
or Fidelity
WITNESSETH:
WHEREAS: Templeton serves as the transfer agent for the
Xxxxxxxxx Funds, Inc. Foreign Series (the "Fund"), an open-end,
management investment company registered under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS: Xxxxxxxxx desires that FIIOC serve as subtransfer agent to receive
and transmit as agent of Xxxxxxxxx instructions and confirmations regarding the
purchase, exchange and redemption of securities of the Fund by the SmithKline
Xxxxxxx Retirement Savings Plan (the "Plan") for which FIIOC now performs
administrative and recordkeeping services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereto hereby agree as follows:
1. Appointment of FIIOC Procedural Matters: Xxxxxxxxx hereby appoints FIIOC
as agent with respect to securities of the Fund purchased and held by the Plan,
and FIIOC accepts such appointment, on the terms set forth herein.
(a) By 7:00 p. m. Eastern Standard Time ("EST") on each day
the New York Stock Exchange is open for business (a
"Business Day"), Xxxxxxxxx will input (1) the Fund's
confirmed net asset value at the close of trading on the
New York Stock Exchange (the "Close of Trading"), and (2)
the change in the Fund's net asset value from the Close
of Trading on the next preceding Business Day (the "Price
Information"), into the Fidelity Participant
recordkeeping System ("FPRS ") via the remote access
price screen that FIIOC has provided XxxxxxxxX. FIIOC
must receive Price Information each Business Day. If on
any Business Day Xxxxxxxxx is unable to calculate such
Price Information, they must provide FIIOC with Price
Information it deems appropriate for such Business Day.
Xxxxxxxxx agrees to indemnify and hold harmless FIIOC for any loss
incurred by FIIOC due to errors in the calculation of Price Information or its
transmission to FPRS. Xxxxxxxxx also agrees to compensate FIIOC for the cost of
any adjustments made to Plan participant accounts arising from such Price
Information errors. In the event that Fidelity is notified on a timely basis of
a loss to the Fund in excess of $25,000 caused by Xxxxxxxxx'x incorrect
calculation or reporting of the daily net asset value, Fidelity will make a
reasonable effort to recover any such loss attributable to the accounts of Plan
participants with assets in the Plan as of the date Fidelity is notified of such
loss by Xxxxxxxxx. In the event that the loss has affected participants who no
longer have assets in the Plan as of the date Fidelity is notified of such loss
by Xxxxxxxxx, Fidelity will review with Xxxxxxxxx on a case by case basis, the
appropriate action for Fidelity to take (including, with the consent of the
Sponsor, furnishing participant information to Xxxxxxxxx) to enable Xxxxxxxxx to
recover the loss. Xxxxxxxxx agrees to compensate Fidelity for any processing
cost of any adjustments due to this type of error including adjustments to
participant tax reporting.
(b) FIIOC shall, on behalf of Xxxxxxxxx and the Fund, (1)
receive from the Plan for acceptance as of the Close of
Trading on each Business Day (based upon the Plan's
receipt of instructions from participants in the Plan
prior to the Closing of Trading on such Business Day):
(i) orders for the purchase of shares of the Fund, and
(ii) redemption requests and redemption and exchange
directions with respect to shares of the Fund held by the
Plan ("Instructions"), and (2) upon acceptance of any
such Instructions, communicate such acceptance to the
Plan.
(c) By 9:30 a.m. EST each Business Day, FIIOC will provide,
via fax, a detailed report of all participant level
activity that occurred in the Fund up to 4:00 p. m. EST
the prior Business Day. The report will reflect the
dollar amount of assets and shares to be invested (net
purchases and net exchange purchases), the dollar amount
of assets and shares to be withdrawn (net redemptions and
net exchange redemptions), as well as the beginning and
ending share balance for the Fund.
FIIOC will fax this report to Xxxxxxxxx each Business Day, regardless
of processing activity. If for any reason FIIOC is unable to fax this report,
FIIOC will notify Xxxxxxxxx by 9:30 a.m. EST. Xxxxxxxxx is responsible each
Business Day, by 10:00 a.m. EST, to notify FIIOC if the report has not yet been
received.
Xxxxxxxxx agrees to indemnify and hold harmless FIIOC for any loss related
to discrepancies between the participant balances maintained by FIIOC and the
Fund balances maintained by Xxxxxxxxx due to errors caused by Xxxxxxxxx.
FIIOC agrees to indemnify and hold harmless Xxxxxxxxx for any loss related to
balance discrepancies between the participant balances maintained by FIIOC and
the Fund balances maintained by Xxxxxxxxx due to errors caused by FIIOC.
(d) For purposes of wire transfers, FIIOC will not net purchase
and redemption activity occurring the same day. The monetary
transfers between FIIOC and Xxxxxxxxx will operate as follows:
(1) Based upon the cash value of the net exchange redemption
and net redemption activity reported each day, Xxxxxxxxx will initiate
a wire transfer to FIIOC by 1:00 p. m. each Business Day using the wire
instructions below. The investment of exchange proceeds to participant
accounts and mailing of participant distribution checks will occur upon
receipt of the wire from Xxxxxxxxx.
(2) Based upon the cash value of the net purchase and net
exchange purchase activity reported to Xxxxxxxxx, FIIOC will
initiate a wire to Xxxxxxxxx by 1:00 p.m. each Business Day.
This wire will be sent according to the wire instructions
listed below.
(3) FIIOC and Xxxxxxxxx will monitor the receipt of wires on a
daily basis. If for any reason a wire is not received, the receiving
party is responsible for notifying the sender of this problem by 11:30
a. m. the next Business Day. If any wire is not received on the
Business Day such wire was required to be initiated, the sending party
shall compensate the receiving party for the amount of such wire plus
prime +2 %.
FIIOC's Wire Transfer Instructions: Xxxxxxxxx'x Wire Instructions:
Bankers Trust Company Bank Name: First Union-Jacksonville
ABA Number: 000000000 ABA Number: 000-000-000
Account Name: FPRS Depository Account Number: 217500911738
Account
Account Number: 00000000 FBO: SmithKline Xxxxxxx Retirement Savings
Plan
Plan: Attn.:
(e) Xxxxxxxxx will be responsible for notifying FIIOC on x-date of all
Fund distributions (dividends and capital gains). This written
notification will provide FIIOC with the share position in the Fund on
x-date and shall include the distribution rate(s), x-date, record date
and payable date for any such distribution.
(f) Xxxxxxxxx will mail to FIIOC transaction confirms for all daily
activity in the Fund. FIIOC will perform a trade reconciliation to FPRS
to ensure that the Fund assets are in balance. FIIOC will notify
Xxxxxxxxx of any material differences between the participant balances
and the Fund balances maintained by Xxxxxxxxx within 2 Business Days of
confirm receipt. Xxxxxxxxx will also send FIIOC monthly fund
statements.
Xxxxxxxxx will notify FIIOC of any proxy and other corporate actions.
If requested, FIIOC will produce reports with the participant balance
and address information necessary for any proxy mailing or other
corporate actions. FIIOC shall not have any additional responsibilities
relative to corporate actions.
FIIOC assumes no responsibility for any loss incurred due to inaccurate
communication of corporate actions or failure to communicate corporate
actions by Xxxxxxxxx.
2. Representations by FIIOC. FIIOC represents that:
(a) it has full power and authority from the Plan Trustee to
enter into and perform this Agreement;
(b) it is registered as a transfer agent pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended (the " 1934 Act");
(c) the arrangements provided for in this Agreement will be
disclosed to the Plan through its representatives; and
(d) it will promptly notify Xxxxxxxxx in the event that FIIOC is for
any reason unable to perform any of its obligations under this
Agreement.
(e) FIIOC will be responsible for any participant level tax
reporting as detailed in the Trust Agreement dated April 1,
1990, between Fidelity Management Trust Company and SmithKline
Xxxxxxx Corporation.
3. Representations of Xxxxxxxxx. Xxxxxxxxx represents that:
(a) it has full power and authority to enter into and perform this
Agreement and is duly authorized to appoint FIIOC as Xxxxxxxxx'x agent
for the Fund;
(b) it is registered as a transfer agent pursuant to Section
17A of the 1934 Act; and
(c) it will promptly notify FIIOC in the event that it is for any
reason unable to perform any of its obligations under this Agreement.
4. Verification. Each party hereto shall, as soon as practicable after its
receipt of a report, notification or information transmitted by the other party
hereto, verify to such other party by telephonic facsimile or other means of
electronic transmission its receipt of such transmission, and in the absence of
such verification a party to whom a transmission is sent shall not be liable for
any failure to act in accordance with such transmission, and the sending party
may not claim that such transmission was received by the other. Each party shall
notify the other of any errors, omissions or interruptions in, or delay or
unavailability of, any such transmission as promptly as possible.
5. Compensation. For its services under this Agreement, FIIOC
shall be entitled to the fees and such other compensation as set
forth on Schedule A, attached to this Agreement, as said Schedule
may be amended from time to time.
6. Information Regarding the Plan. FIIOC shall transmit to Xxxxxxxxx or the
Fund (or to any agent designated by either of them) such information concerning
the Plan and participants in the Plan as shall reasonably be necessary for
Xxxxxxxxx to fulfill its obligations under this Agreement and as the Fund shall
reasonably conclude is necessary to enable the Fund to comply with applicable
state Blue Sky laws.
7. Prospectus Delivery. Xxxxxxxxx shall be responsible for the
timely delivery of Fund prospectuses to Plan participants. FIIOC
will provide registration information to assist Xxxxxxxxx in
fulfilling its obligation hereunder.
8. Indemnification. Except as to matters excluded from liability pursuant to
this paragraph 8, each of Xxxxxxxxx and FIIOC (an "Indemnitor") shall indemnify
and hold harmless the other and its respective officers, directors, partners,
trustees, shareholders and agents ("Ii"), against any claims or liabilities
suffered by all or any of such Ii to the extent arising out of any act of
commission or omission by the Indemnitor relating to this Agreement or the
services rendered hereunder, including reasonable legal fees and other out-of
pocket costs of defending against any such claim or liability. In providing
services pursuant to this Agreement, FIIOC and Xxxxxxxxx shall comply with all
applicable Federal and state securities laws and regulations and each party
hereto shall fully indemnify the other for any claims or liabilities suffered by
such other party, or its partners, employees or agents (including reasonable
legal fees and other out-of pocket costs of defending against any such claim or
liability), arising from non-compliance by such party with any such laws or
regulations.
In providing the indemnifications set forth in the immediately preceding
paragraph, each party hereto agrees to maintain such insurance coverage as shall
be reasonably necessary under the circumstances.
9. Non-Exclusivity. Xxxxxxxxx acknowledges and agrees that FIIOC may enter
into agreements similar to this Agreement with organizations other than
Xxxxxxxxx which also serve as transfer agents for mutual funds. FIIOC
acknowledges and agrees that nothing contained herein shall prohibit Xxxxxxxxx
or any affiliate of Xxxxxxxxx from providing administrative, subaccounting or
recordkeeping services to any defined contribution plan or from soliciting any
such plan or sponsor thereof to enter into any arrangement with Xxxxxxxxx or any
affiliate of Xxxxxxxxx for such services.
10. Termination of Agreement. This Agreement may be terminated at any time by
either party upon ninety days written notice to the other party. Notwithstanding
the foregoing, this Agreement shall be terminated immediately upon either (i) a
material breach by either party not cured within 30 days after notice from the
other, or (ii) upon termination of services from either party to the Plan. The
provisions of paragraph 8 and this paragraph 10 shall survive any termination of
this Agreement.
11. Notices. Unless otherwise specified, all notices and other communications
hereunder shall be in writing and shall be hand delivered or mailed by certified
mail to the other party at the following address or such other address as each
party may give notice to the other:
If to Xxxxxxxxx:
000 Xxxxxxx Xxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attn.: Secretary
If to FIIOC:
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn.: Xxxxxxxxxx XxXxxxxx, X0X
12. Amendment. Assignment and Other Matters. This Agreement may not be
amended except by a writing signed by the party against which enforcement is
sought. This Agreement shall not be assigned by either party without the written
consent of the other party. This Agreement may be executed in several
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument. The headings in this Agreement are for
reference only and shall not affect the interpretation or construction of this
Agreement. This Agreement contains the entire agreement of the parties as to the
subject matter hereof and supersedes any prior agreements, written or oral. This
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, without giving effect to the principles of
conflicts of law thereof.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXXXXX FUNDS FIDELITY INVESTMENTS
TRUST COMPANY INSTITUTIONAL OPERATIONS COMPANY
By:/s/XXXXXX X. XXXXXXX By:/s/ XXXXX X. XXXXXXXX
Name: Xxxxxx X. Xxxxxxx Name: Xxxxx X. XxXxxxxx
Title: Secretary Title: Sr. Vice President
SCHEDULE "A"
For services identified in the attached Agreement, Xxxxxxxxx will pay to FIIOC
.15% per annum of the amount invested in the Xxxxxxxxx Funds, Inc. Foreign
Series (the "Fund"). This fee will be paid quarterly based on the average
daily net assets in the Fund.
