TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
EACH OF THE PARTIES, INDIVIDUALLY AND NOT JOINTLY,
AS INDICATED ON THE SCHEDULES A-1 AND A-2
AND
BOSTON FINANCIAL DATA SERVICES, INC.
2CORPSER.DOC
TABLE OF CONTENTS
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Page
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1. Terms of Appointment and Duties.......................................1
2. Financial Intermediaries and Third Party Administrators
for Defined Contribution Plans........................................4
3. Fees and Expenses.....................................................5
4. Representations and Warranties of the Transfer Agent..................6
5. Representations and Warranties of the Fund............................6
6. Wire Transfer Operating Guidelines....................................7
7. Data Access and Proprietary Information...............................8
8. Indemnification......................................................10
9. Standard of Care.....................................................11
10. Year 2000............................................................11
11. Confidentiality......................................................11
12. Covenants of the Fund and the Transfer Agent.........................12
13. Termination of Agreement.............................................12
14. Assignment and Third Party Beneficiaries.............................13
15. Subcontractors.......................................................14
16. Miscellaneous........................................................14
17. Additional Funds.....................................................16
18. Limitations of Liability of Trustees and Shareholders...............17
19. Each Fund a Separate Party to Agreement..............................17
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TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the 1st day of February, 2001, by and between EACH OF THE
PARTIES, INDIVIDUALLY AND NOT JOINTLY, AS INDICATED ON THE SCHEDULES A-1 and
A-2, having its principal office and place of business at 000 Xxxxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (the "Fund"), and BOSTON FINANCIAL DATA SERVICES, INC.,
a Massachusetts corporation having its principal office and place of business at
0000 Xxxxxxx Xxxxxx, Xxxxx 000X, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Transfer
Agent").
WHEREAS, one or more of the Funds are authorized to issue shares in separate
series, with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, the attached Schedules A-1 and A-2 may be amended by the parties from
time to time (each such series, together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance with
Section 17, being herein referred to as a "Portfolio", and collectively as the
"Portfolios");
WHEREAS, the Fund, on behalf of the Portfolios, desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer Agent desires to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment and Duties
-------------------------------
1.1 Transfer Agency Services. Subject to the terms and conditions set forth
in this Agreement, the Fund on behalf of the Portfolios, as applicable,
hereby employs and appoints the Transfer Agent to act as, and the
Transfer Agent agrees to act as its transfer agent for the Fund's
authorized and issued shares of its common stock or beneficial
interest, as the case may be, ("Shares"), dividend disbursing agent,
custodian of certain retirement plans and agent in connection with any
accumulation, open-account or similar plan provided to the shareholders
of each of the respective Portfolios of the Fund ("Shareholders") and
set out in the currently effective prospectus and statement of
additional information ("prospectus") of the Fund on behalf of the
applicable Portfolio, including without limitation any periodic
investment plan or periodic withdrawal program. In accordance with
procedures established from time to time by agreement between the Fund
on behalf of each of the Portfolios, as applicable, and the Transfer
Agent, the Transfer Agent agrees that it will perform the following
services:
(a) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to the
Custodian of the Fund authorized pursuant to the Articles of
Incorporation or Declaration of Trust, as appropriate, of the Fund (the
"Custodian");
(b) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;
(c) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to the
Custodian;
(d) In respect to the transactions in items (a), (b) and (c) above, the
Transfer Agent shall execute transactions directly with broker-dealers
authorized by the Fund;
(e) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or cause to
be paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and distributions
declared by the Fund on behalf of the applicable Portfolio;
(h) Issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Transfer Agent
of indemnification satisfactory to the Transfer Agent and protecting
the Transfer Agent and the Fund, and the Transfer Agent at its option,
may issue replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such indemnity;
(i) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(j) Record the issuance of Shares of the Fund and maintain pursuant to
SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund
which are authorized, based upon data provided to it by the Fund, and
issued and outstanding. The Transfer Agent shall also provide the Fund
on a regular basis with the total number of Shares which are authorized
and issued and outstanding and shall have no obligation, when recording
the issuance of Shares, to monitor the issuance of such Shares or to
take cognizance of any laws relating to the issue or sale of such
Shares, which functions shall be the sole responsibility of the Fund.
1.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph, the
Transfer Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services of a
transfer agent, dividend disbursing agent, record-keeper for certain
retirement plans where State Street Bank and Trust Company (the "Bank")
is custodian and, as relevant, agent in connection with accumulation,
open-account or similar plan (including without limitation any periodic
investment plan or periodic withdrawal program), including but not
limited to: maintaining all Shareholder accounts, Shareholder reports
and prospectuses to current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms required
with respect to dividends and distributions by federal authorities for
all Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and redemptions
of Shares and other confirmable transactions in Shareholder accounts,
preparing and mailing activity statements for Shareholders, and
providing Shareholder account information;
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(b) Control Book (also known as "Super Sheet"). Maintain a daily record
and produce a daily report for the Fund of all transactions and
receipts and disbursements of money and securities and deliver a copy
of such report for the Fund for each business day to the Fund no later
than 9:00 AM Eastern Time, or such earlier time as the Fund may
reasonably require, on the next business day;
(c) "Blue Sky" Reporting. The Fund shall (i) identify to the Transfer
Agent in writing those transactions and assets to be treated as exempt
from blue sky reporting for each State; and (ii) verify the
establishment of transactions for each State on the system prior to
activation and thereafter monitor the daily activity for each State.
The responsibility of the Transfer Agent for the Fund's blue sky State
registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and providing a
system which will enable the Fund or its agent to monitor the total
number of Shares sold in each State;
(d) National Securities Clearing Corporation (the "NSCC"). (i) accept
and effectuate the registration and maintenance of accounts through
Networking and the purchase, redemption, transfer and exchange of
shares in such accounts through Fund/SERV (Networking and Fund/SERV
being programs operated by the NSCC on behalf of NSCC's participants,
including the Fund's distributor), in accordance with instructions
transmitted to and received by the Transfer Agent by transmission from
NSCC on behalf of other NSCC participants which have been established
by, or in accordance with, the instructions of authorized persons, as
hereinafter defined, on the dealer file maintained by the Transfer
Agent; (ii) issue instructions to Fund's banks for the settlement of
transactions between the Fund and NSCC (acting on behalf of its
participants); (iii) provide account and transaction information from
the affected Fund's records on DST Systems, Inc. computer system TA2000
("TA2000 System") in accordance with NSCC's Networking and Fund/SERV
rules for those participants; and (iv) maintain Shareholder accounts on
TA2000 System through Networking;
(e) New Procedures. New procedures as to who shall provide certain of
these services in Section 1 may be established in writing from time to
time by agreement between the Fund and the Transfer Agent. The Transfer
Agent may at times perform only a portion of these services and the
Fund or its agent may perform these services on the Fund's behalf; and
(f) OverflowTelephone Support. If the parties elect to have the
Transfer Agent provide overflow telephone support to any of the Funds
under this Agreement, the parties will agree in writing to the manner
and timing of such services and any fees and out-of-pocket expenses
related thereto;
(g) Compliance with Office of Foreign Asset Control ("OFAC")
Regulation. Ensure compliance with OFAC laws, regulations, guidance
documents, and blocking and notification requirements by adopting
adequate compliance policies, procedures and internal controls;
(h) Comply with applicable money laundering and currency transaction
reporting laws, regulations, and government guidance, including
suspicious activity reporting and record-keeping requirements and with
"money laundering" guidelines as may be agreed upon by the parties; and
(i) Monitor proposed securities and tax laws and regulations which may
affect the Transfer Agent's products and/or services provided hereunder
and take reasonable steps to update its products and/or services to
accommodate new securities and tax laws and regulations
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applicable to the Transfer Agent in the time and manner as required by
such laws and regulations.
2. Financial Intermediaries and Third Party Administrators for Defined
Contribution Plans
------------------
2.1 The Fund may decide to make available to certain of its customers, a
qualified plan program (the "Program") pursuant to which the customers
("Employers") may adopt certain plans of deferred compensation ("Plan"
or "Plans") for the benefit of the individual Plan participant (the
"Plan Participant"), such Plan(s) being qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended ("Code") and
administered by third party administrators which may be plan
administrators as defined in the Employee Retirement Income Security
Act of 1974, as amended (the "TPA(s)").
2.2 In accordance with procedures established between the parties, as may
be amended by the parties from time to time, the Transfer Agent shall:
(a) Treat Shareholder accounts established by the Plans in the name of
the trustees, Plans or TPA's as the case may be as omnibus accounts;
(b) Maintain omnibus accounts on its records in the name of the TPA or
its designee as the trustee for the benefit of the Plan; and
(c) Perform all services under Section 1 as transfer agent of the Fund
and not as a record-keeper or trustee for the Plans.
2.3 Transactions identified under Section 2 of this Agreement shall be
deemed exception services ("Exception Services") when such
transactions:
(a) Require the Transfer Agent to use methods and procedures other than
those usually employed by the Transfer Agent to perform services under
Section 1 of this Agreement;
(b) Involve the provision of information to the Transfer Agent after
the commencement of the nightly processing cycle of the TA2000 System;
or
(c) Require more manual intervention by the Transfer Agent, either in
the entry of data or in the modification or amendment of reports
generated by the TA2000 System than is usually required by
non-retirement plan and pre-nightly transactions.
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3. Fees and Expenses
-----------------
3.1 Fee Schedule. For the performance by the Transfer Agent pursuant to
this Agreement, the Fund agrees to pay the Transfer Agent an annual
maintenance fee for each Shareholder account as set forth in the
attached fee schedule ("Schedule 3.1"). Such fees and out-of-pocket
expenses and advances identified under Section 3.2 below may be changed
from time to time subject to mutual written agreement between the Fund
and the Transfer Agent.
3.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 3.1
above, the Fund agrees to reimburse the Transfer Agent for
out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche, records
storage, or advances incurred by the Transfer Agent for the items set
out in Schedule 3.1 attached hereto. In addition, any other expenses
incurred by the Transfer Agent at the request or with the consent of
the Fund, will be reimbursed by the Fund.
3.3 Postage. Postage for mailing of dividends, Fund reports and other
mailings to all shareholder accounts shall be advanced to the Transfer
Agent by the Fund at least seven (7) days prior to the mailing date of
such materials.
3.4 Invoices. The Fund agrees to pay all fees and reimbursable expenses
within thirty (30) days following the receipt of the respective billing
notice, except for any fees or expenses which are subject to good faith
dispute. In the event of such a dispute, the Fund may only withhold
that portion of the fee or expense subject to the good faith dispute.
The Fund shall notify the Transfer Agent in writing within twenty-one
(21) calendar days following the receipt of each billing notice if the
Fund is disputing any amounts in good faith. If the Fund does not
provide such notice of dispute within the required time, the billing
notice will be deemed accepted by the Fund. The Fund shall settle such
disputed amounts within five (5) days of the day on which the parties
agree on the amount to be paid by payment of the agreed amount. If no
agreement is reached, then such disputed amounts shall be settled as
may be required by law or legal process.
3.5 Late Payments. If any undisputed amount in an invoice of the Transfer
Agent (for fees or reimbursable expenses) is not paid within sixty (60)
days following the receipt of the respective billing notice, the Fund
shall pay the Transfer Agent interest thereon (from the due date to the
date of payment) at a per annum rate equal to one percent (1.0%) plus
the Prime Rate (that is, the base rate on corporate loans posted by
large domestic banks) published by The Wall Street Journal (or, in the
event such rate is not so published, a reasonably equivalent published
rate selected by the Fund) on the first day of publication during the
month when such amount was due. Notwithstanding any other provision
hereof, such interest rate shall be no greater than permitted under
applicable provisions of Massachusetts law.
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4. Representations and Warranties of the Transfer Agent
----------------------------------------------------
The Transfer Agent represents and warrants to the Fund that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
4.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
4.3 It is empowered under applicable laws and by its Articles of
Organization and By-Laws to enter into and perform this Agreement.
4.4 It is a transfer agent fully registered as a transfer agent pursuant to
Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
4.5 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
4.6 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
5. Representations and Warranties of the Fund
The Fund represents and warrants to the Transfer Agent that:
5.1 It is a corporation or business trust duly organized and existing and
in good standing under the laws of its state of organization or
incorporation.
5.2 It is empowered under applicable laws and by its Articles of
Incorporation or Declaration of Trust, as the case may be, and By-Laws
to enter into and perform this Agreement.
5.3 All corporate proceedings required by said Articles of Incorporation or
Declaration of Trust, as the case may be, and By-Laws have been taken
to authorize it to enter into and perform this Agreement.
5.4 It is an open-end management investment company registered under the
Investment Company Act of 1940, as amended.
5.5 A registration statement under the Securities Act of 1933, as amended
is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made,
with respect to all Shares of the Fund being offered for sale.
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6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
Commercial Code
---------------
6.1 Obligation of Sender. The Transfer Agent is authorized to promptly
debit the appropriate Fund account(s) upon the receipt of a payment
order in compliance with the selected security procedure (the "Security
Procedure") chosen for funds transfer and in the amount of money that
the Transfer Agent has been instructed to transfer. The Transfer Agent
shall execute payment orders in compliance with the Security Procedure
and with the Fund instructions on the execution date provided that such
payment order is received by the customary deadline for processing such
a request, unless the payment order specifies a later time. All payment
orders and communications received after this the customary deadline
will be deemed to have been received the next business day.
6.2 Security Procedure. The Fund acknowledges that the Security Procedure
it has designated on the Fund Selection Form was selected by the Fund
from security procedures offered by the Transfer Agent. The Fund shall
restrict access to confidential information relating to the Security
Procedure to authorized persons as communicated to the Transfer Agent
in writing. The Fund must notify the Transfer Agent immediately if it
has reason to believe unauthorized persons may have obtained access to
such information or of any change in the Fund's authorized personnel.
The Transfer Agent shall verify the authenticity of all Fund
instructions according to the Security Procedure.
6.3 Account Numbers. The Transfer Agent shall process all payment orders on
the basis of the account number contained in the payment order. In the
event of a discrepancy between any name indicated on the payment order
and the account number, the account number shall take precedence and
govern.
6.4 Rejection. The Transfer Agent reserves the right to decline to process
or delay the processing of a payment order which (a) is in excess of
the collected balance in the account to be charged at the time of the
Transfer Agent's receipt of such payment order; (b) if initiating such
payment order would cause the Transfer Agent, in the Transfer Agent's
reasonable judgement, to exceed any volume, aggregate dollar, network,
time, credit or similar limits which are applicable to the Transfer
Agent; or (c) if the Transfer Agent, in good faith, is unable to
satisfy itself that the transaction has been properly authorized.
6.5 Cancellation Amendment. The Transfer Agent shall use reasonable efforts
to act on all authorized requests to cancel or amend payment orders
received in compliance with the Security Procedure provided that such
requests are received in a timely manner affording the Transfer Agent
reasonable opportunity to act. However, the Transfer Agent assumes no
liability if the request for amendment or cancellation cannot be
satisfied.
6.6 Errors. The Transfer Agent shall assume no responsibility for failure
to detect any erroneous payment order provided that the Transfer Agent
complies with the payment order instructions as received and the
Transfer Agent complies with the Security Procedure. The Security
Procedure is established for the purpose of authenticating payment
orders only and not for the detection of errors in payment orders.
6.7 Interest. The Transfer Agent shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized
payment order, unless the Transfer Agent is notified of the
unauthorized payment order within thirty (30) days of notification by
the Transfer Agent of the acceptance of such payment order.
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6.8 ACH Credit Entries/Provisional Payments. When the Fund initiates or
receives Automated Clearing House credit and debit entries pursuant to
these guidelines and the rules of the National Automated Clearing House
Association and the New England Clearing House Association, the
Transfer Agent will act as an Originating Depository Financial
Institution and/or Receiving Depository Financial Institution, as the
case may be, with respect to such entries. Credits given by the
Transfer Agent with respect to an ACH credit entry are provisional
until the Transfer Agent receives final settlement for such entry from
the Federal Reserve Bank. If the Transfer Agent does not receive such
final settlement, the Fund agrees that the Transfer Agent shall receive
a refund of the amount credited to the Fund in connection with such
entry, and the party making payment to the Fund via such entry shall
not be deemed to have paid the amount of the entry.
6.9 Confirmation. Confirmation of Transfer Agent's execution of payment
orders shall ordinarily be provided within twenty four (24) hours
notice of which may be delivered through the Transfer Agent's
proprietary information systems, or by facsimile or call-back. Fund
must report any objections to the execution of an order within thirty
(30) days.
7. Data Access and Proprietary Information
---------------------------------------
7.1 The Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Transfer Agent as
part of the Fund's ability to access certain Fund-related data
("Customer Data") maintained by the Transfer Agent on databases under
the control and ownership of the Transfer Agent or other third party
("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of
substantial value to the Transfer Agent or other third party. In no
event shall Proprietary Information be deemed Customer Data. The Fund
agrees to treat all Proprietary Information as proprietary to the
Transfer Agent and further agrees that it shall not divulge any
Proprietary Information to any person or organization except as may be
provided hereunder. Without limiting the foregoing, the Fund agrees for
itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Fund's computers,
or (ii) solely from equipment at the location agreed to between the
Fund and the Transfer Agent and (iii) solely in accordance with the
Transfer Agent's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the
normal course of performing processing on the Fund's computer(s)), the
Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained,
to inform in a timely manner of such fact and dispose of such
information in accordance with the Transfer Agent's instructions;
(d) Refrain from causing or allowing information transmitted from the
Transfer Agent's computer to the Fund's terminal to be retransmitted to
any other computer terminal or other device except as expressly
permitted by the Transfer Agent (such permission not to be unreasonably
withheld);
(e) Allow the Fund to have access only to those authorized
transactions as agreed to between the Fund and the Transfer Agent; and
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(f) Honor all reasonable written requests made by the Transfer Agent to
protect at the Transfer Agent's expense the rights of the Transfer
Agent in Proprietary Information at common law, under federal copyright
law and under other federal or state law.
7.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without
breach of this Agreement; (ii) are released for general disclosure by a
written release by the Transfer Agent; or (iii) are already in the
possession of the receiving party at the time of receipt without
obligation of confidentiality or breach of this Agreement.
7.3 The Fund acknowledges that its obligation to protect the Transfer
Agent's Proprietary Information is essential to the business interest
of the Transfer Agent and that the disclosure of such Proprietary
Information in breach of this Agreement would cause the Transfer Agent
immediate, substantial and irreparable harm, the value of which would
be extremely difficult to determine. Accordingly, the parties agree
that, in addition to any other remedies that may be available in law,
equity, or otherwise for the disclosure or use of the Proprietary
Information in breach of this Agreement, the Transfer Agent shall be
entitled to seek and obtain a temporary restraining order, injunctive
relief, or other equitable relief against the continuance of such
breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall
endeavor in a timely manner to correct such failure. Organizations from
which the Transfer Agent may obtain certain data included in the Data
Access Services are solely responsible for the contents of such data
and the Fund agrees to make no claim against the Transfer Agent arising
out of the contents of such third-party data, including, but not
limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER
PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE
PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY
DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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7.5 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order to:
(i) effect the transfer or movement of cash or Shares; or (ii)
transmit Shareholder information or other information, then in such
event the Transfer Agent shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity with
security procedures established by the Transfer Agent from time to
time.
7.6 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 7. The obligations of this
Section shall survive any earlier termination of this Agreement.
8. Indemnification
---------------
8.1 The Transfer Agent shall not be responsible for, and the relevant Fund
shall indemnify and hold the Transfer Agent harmless from and against,
any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability (collectively referred to as "Losses") arising
out of or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement (including the defense
of any lawsuit in which the Transfer Agent or affiliate is a named
party), provided that such actions are taken in good faith and without
negligence or willful misconduct;
(b) The Fund's lack of good faith, negligence or willful misconduct;
(c) The reasonable reliance upon, and any subsequent use of or action
taken or omitted, by the Transfer Agent, or its agents or
subcontractors on: (i) any information, records, documents, data, stock
certificates or services, which are received by the Transfer Agent or
its agents or subcontractors by machine readable input, facsimile, CRT
data entry, electronic instructions or other similar means authorized
by the Fund, and which have been prepared, maintained or performed by
the Fund or any other person or firm on behalf of the Fund including
but not limited to any broker-dealer, TPA or previous transfer agent;
(ii) any instructions or requests of the Fund or any of its officers;
(iii) any instructions or opinions of legal counsel with respect to any
matter arising in connection with the services to be performed by the
Transfer Agent under this Agreement which are provided to the Transfer
Agent after consultation with such legal counsel; or (iv) any paper or
document, reasonably believed to be genuine, authentic, or signed by
the proper person or persons; unless such Losses are due to the
negligence of the Transfer Agent arising out of its failure to perform
in accordance with procedures established with the Fund;
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered
or in violation of any stop order or other determination or ruling by
any federal or any state agency with respect to the offer or sale of
such Shares;
10
(e) The negotiation and processing of any checks including without
limitation for deposit into the Fund's demand deposit account
maintained at the Bank, unless such Losses are due to the negligence of
the Transfer Agent arising out of its failure to perform in accordance
with procedures established with the Fund; or
(f) Upon the Fund's request entering into any agreements required by
the NSCC for the transmission of Fund or Shareholder data through the
NSCC clearing systems.
8.2 The Fund shall not be responsible for, and the Transfer Agent shall
indemnify and hold the Fund harmless from and against, any and all
losses, costs, charges, counsel fees, payments, expenses and liability
to the extent arising out of or attributable to any actions or failure
of the Transfer Agent to act as a result of the Transfer Agent's lack
of good faith, negligence or willful misconduct.
9. Standard of Care
----------------
The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to ensure the accuracy of
all services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to
errors, including encoding and payment processing errors, unless said
errors are caused by its negligence, bad faith, or willful misconduct
or that of its employees or agents. The parties agree that any encoding
or payment processing errors shall be governed by this standard of care
and Section 4-209 of the Uniform Commercial Code is superseded by
Section 9 of this Agreement. This standard of care also shall apply to
Exception Services, as defined in Section 2.3 herein, but such
application shall take into consideration the manual processing
involved in, and time sensitive nature of, Exception Services.
10. Confidentiality
---------------
10.1 The Transfer Agent and the Fund agree that they will not, at any time
during the term of this Agreement or after its termination, reveal,
divulge, or make known to any person, firm, corporation or other
business organization, any customers' lists, trade secrets, cost
figures and projections, profit figures and projections, Fund
Shareholder information, or any other secret or confidential
information whatsoever, whether of the Transfer Agent or of the Fund,
used or gained by the Transfer Agent or the Fund during performance
under this Agreement. The Fund and the Transfer Agent further covenant
and agree to retain all such knowledge and information acquired during
and after the term of this Agreement respecting such lists, trade
secrets, or any secret or confidential information whatsoever in trust
for the sole benefit of the Transfer Agent or the Fund and their
successors and assigns. In the event of breach of the foregoing by
either party, the remedies provided by Section 7.3 shall be available
to the party whose confidential information is disclosed. The above
prohibition of disclosure shall not apply to the extent that the
Transfer Agent must disclose such data to its sub-contractor or Fund
agent for purposes of providing services under this Agreement. The
Transfer Agent shall use its best efforts to require such
sub-contractors to agree that the Fund information be kept in strict
confidence and used solely for purposes of performing its requisite
services.
10.2 In the event that any requests or demands are made for the inspection
of the Shareholder records of the Fund, other than request for records
of Shareholders pursuant to standard subpoenas from state or federal
government authorities (i.e., divorce and criminal actions), the
Transfer Agent will endeavor to notify the Fund and to secure
instructions from an authorized officer of the Fund as to such
inspection. The Transfer Agent expressly reserves the right, however,
to exhibit the Shareholder records to any person whenever it is
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advised by counsel that it may be held liable for the failure to
exhibit the Shareholder records to such person or if required by law
or court order.
11. Covenants of the Fund and the Transfer Agent
--------------------------------------------
11.1 The Fund shall promptly furnish to the Transfer Agent the following:
(a) A certified copy of the resolution of the Board of Directors or
Trustees, as the case may be, of the Fund authorizing the appointment
of the Transfer Agent and the execution and delivery of this Agreement;
and
(b) A copy of the Articles of Incorporation and By-Laws of the Fund
and all amendments thereto.
11.2 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping of
stock certificates, check forms and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
11.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable.
To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and the Rules thereunder, the Transfer Agent agrees
that all such records prepared or maintained by the Transfer Agent
relating to the services to be performed by the Transfer Agent
hereunder are the property of the relevant Fund and will be preserved,
maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on and in
accordance with its request.
11.4 The Transfer Agent will provide for back-up of its computer files and
data with respect to the Fund. The Transfer Agent will maintain a
comprehensive Disaster Recovery Plan and will provide the Fund with a
summary of its Disaster Recovery Plan upon the reasonable request of
the Fund.
12. Termination of Agreement
------------------------
12.1 Term. The initial term of this Agreement (the "Initial Term") shall be
two years from the date first stated above unless terminated pursuant
to the provisions of this Section 13. Unless a terminating party gives
written notice to the other party one hundred and twenty (120) days
before the expiration of the Initial Term or any Renewal Term, this
Agreement will renew automatically from year to year (each such
year-to-year renewal term a
12
"Renewal Term"). One hundred and twenty (120) days before the
expiration of the Initial Term or a Renewal Term the parties to this
Agreement will agree upon a Fee Schedule for the upcoming Renewal Term.
12.2 Early Termination. Notwithstanding anything contained in this Agreement
to the contrary, should the Fund desire to move any of its services
provided by the Transfer Agent hereunder to a successor service
provider prior to the expiration of the then current Initial or Renewal
Term, or without the required notice, the Transfer Agent shall make a
good faith effort to facilitate the conversion on such prior date;
however, there can be no guarantee or assurance that the Transfer Agent
will be able to facilitate a conversion of services on such prior date.
In the event that the Funds set forth on Schedules A-1 and A-2
terminate this Agreement, during the Initial Term for any reason, other
than as prescribed under Section 12.7, including converting the
services to a successor service provider, or if the Fund is liquidated
or its assets merged or purchased or the like with or by another entity
which does not utilize the services of the Transfer Agent, then each
Fund shall pay the Transfer Agent its pro-rata portion of the
Conversion Fee based on its relative net assets in accordance with the
following:
(i) Termination prior to the end of the first year of this Agreement,
the Conversion Fee as set forth in Schedule 3.1.
(ii) Termination prior to the end of the second year of this Agreement,
half of the Conversion Fee as set forth in Schedule 3.1.
12.3 Expiration of Term. During the Initial Term or Renewal Term, whichever
currently is in effect, should either party exercise its right to
terminate, all reasonable out-of-pocket expenses or costs associated
with the movement of records and material will be borne by the Fund.
Additionally, the Transfer Agent reserves the right to charge for any
other reasonable expenses associated with such termination. Section
12.3 shall not apply if the Transfer Agent is terminated pursuant to
Sections 12.6 or Section 12.7.
12.4 Confidential Information. Upon termination of this Agreement, each
party shall return to the other party all copies of confidential or
proprietary materials or information received from such other party
hereunder, other than materials or information required to be retained
by such party under applicable laws or regulations.
12.5 Unpaid Invoices. The Transfer Agent may terminate this Agreement
immediately upon an unpaid invoice payable by the Fund to the Transfer
Agent being outstanding for more than ninety (90) days, except with
respect to any amount subject to a good faith dispute within the
meaning of Section 3.4 of this Agreement.
12.6 Bankruptcy. Either party hereto may terminate this Agreement by notice
to the other party, effective at any time specified therein, in the
event that (a) the other party ceases to carry on its business or (b)
an action is commenced by or against the other party under Title 11 of
the United States Code or a receiver, conservator or similar officer is
appointed for the other party and such suit, conservatorship or
receivership is not discharged within thirty (30) days.
12.7 Cause. If either of the parties hereto becomes in default in the
performance of its duties or obligations hereunder, and such default
has a material effect on the other party, then the non-defaulting party
may give notice to the defaulting party specifying the nature of the
default in sufficient detail to permit the defaulting party to identify
and cure such default. If the defaulting party fails to cure such
default within sixty (60) days of receipt of such
13
notice, or within such longer period of time as the parties may agree
is necessary for such cure, then the non-defaulting party may
terminate this Agreement upon notice of not less than thirty (30) days
to the defaulting party.
13. Assignment and Third Party Beneficiaries
----------------------------------------
13.1 Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other
party, which consent shall not be unreasonably withheld. Any attempt to
do so in violation of this Section shall be void. Unless specifically
stated to the contrary in any written consent to an assignment, no
assignment will release or discharge the assignor from any duty or
responsibility under this Agreement.
13.2 Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in
this Agreement to anyone other than the Transfer Agent and the Fund,
and the duties and responsibilities undertaken pursuant to this
Agreement shall be for the sole and exclusive benefit of the Transfer
Agent and the Fund. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and
assigns.
13.3 This Agreement does not constitute an agreement for a partnership or
joint venture between the Transfer Agent and the Fund. Neither party
shall make any commitments with third parties that are binding on the
other party without the other party's prior written consent.
14. Subcontractors
--------------
14.1 The Transfer Agent may, with consent on the part of the Fund,
subcontract for the performance hereof with (i) any of its subsidiaries
duly registered as a transfer agent or (ii) any of its affiliates duly
registered as a transfer agent. The Transfer Agent shall be fully
responsible to the Fund for the acts and omissions of its subsidiary or
affiliate as it is for its own acts and omissions.
14.2 Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the actions or
omissions to act of unaffiliated third parties such as by way of
example and not limitation, Airborne Services, Federal Express, United
Parcel Service, the U.S. Mails, the NSCC and telecommunication
companies, provided, if the Transfer Agent selected such company, the
Transfer Agent shall have exercised due care in selecting the same.
15. Miscellaneous
-------------
15.1 Amendment. This Agreement may be amended or modified by a written
agreement executed by both parties.
15.2 Massachusetts Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
The Commonwealth of Massachusetts.
15.3 Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond
its control, or other causes reasonably beyond its control, such party
shall not be liable for damages to the other for any damages resulting
from such
14
failure to perform or otherwise from such causes; provided that the
parties shall take reasonable steps under the facts and circumstances
then prevailing to mitigate damages arising out of such causes and
events.
15.4 Consequential Damages. Neither party to this Agreement shall be liable
to the other party for special, indirect or consequential damages under
any provision of this Agreement or for any special, indirect or
consequential damages arising out of any act or failure to act
hereunder.
15.5 Survival. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or protections
of proprietary rights and trade secrets shall survive the termination
of this Agreement.
15.6 Severability. If any provision or provisions of this Agreement shall be
held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
15.7 Priorities Clause. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this Agreement
and any Schedules or attachments hereto, the terms and conditions
contained in this Agreement shall take precedence.
15.8 Waiver. No waiver by either party or any breach or default of any of
the covenants or conditions herein contained and performed by the other
party shall be construed as a waiver of any succeeding breach of the
same or of any other covenant or condition.
15.9 Merger of Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
15.10 Counterparts. This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
15.11 Reproduction of Documents. This Agreement and all schedules, exhibits,
attachments and amendments hereto may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto each agree
that any such reproduction shall be admissible in evidence as the
original itself in any
15
judicial or administrative proceeding, whether or not the original is
in existence and whether or not such reproduction was made by a party
in the regular course of business, and that any enlargement, facsimile
or further reproduction shall likewise be admissible in evidence.
15.12 Notices. All notices and other communications as required or permitted
hereunder shall be in writing and sent by first class mail, postage
prepaid, addressed as follows or to such other address or addresses of
which the respective party shall have notified the other.
(a) If to Boston Financial Data Services, Inc., to:
Boston Financial Data Services, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx 000X
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(b) If to the Fund, to:
Credit Suisse Asset Management. LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxx, General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
17. Additional Funds
-----------------
In the event that the Fund establishes one or more series of Shares, in
addition to those listed on the attached Schedules A-1 and A-2, with
respect to which it desires to have the Transfer Agent render services
as transfer agent under the terms hereof, it shall so notify the
Transfer Agent in writing, and if the Transfer Agent agrees in writing
to provide such services, such series of Shares shall become a
Portfolio hereunder.
18. Limitations of Liability of Trustees and Shareholders
-----------------------------------------------------
As applicable, a copy of the Declaration of Trust of the Fund is on
file with the Secretary of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of
the Trustees of the Fund as Trustees and not individually and that the
obligations of this instrument are not binding upon any of the Trustees
or Shareholders individually but are binding only upon the assets and
property of the Fund.
16
19. Each Fund a Separate Party to Agreement
---------------------------------------
19.1 Each undersigned Fund is a separate party under this Agreement.
19.2 Each Fund that is a party hereto shall be regarded for all purposes
as a separate party apart from any of the other funds which are
parties. Each Fund (or a particular Portfolio) shall be responsible
only for its own actions and no property of a Fund (or a particular
Portfolio) shall be commingled with the property of any other Fund
(or a particular Portfolio).
19.3 The use of this single document to memorialize the separate Agreement
of each of the undersigned Funds is understood to be for clerical
convenience only and shall not constitute any basis for joining the
Funds (or a particular Portfolio) in any respect.
19.4 This Agreement is executed by the officers of each Fund in their
capacity as such and not individually. Any responsibility or
liability of a Fund (or a particular Portfolio) under any provision
of this Agreement shall be satisfied solely from the assets of that
Fund or of the particular portfolio, tangible or intangible, realized
or unrealized, and in no event shall the Transfer Agent or any other
person have any recourse against the shareholders, officers or, to
the extent applicable, directors/trustees of the Fund under this
Agreement or against any one Fund or Portfolio for the obligations of
any Fund or Portfolio.
[THIS SPACE INTENTIONALLY LEFT BLANK.]
17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
EACH OF THE PARTIES, INDIVIDUALLY
AND NOT JOINTLY, AS INDICATED ON
THE SCHEDULE A-1
BY: /s/Xxx Xxxxxx
-------------
Xxx Xxxxxx, Secretary
ATTEST:
/s/Xxxxxxx X. Xxxxxxxx
EACH OF THE PARTIES, INDIVIDUALLY
AND NOT JOINTLY, AS INDICATED ON
THE SCHEDULE A-2
BY: /s/ Xxxxxx Xxxxx
----------------
Xxxxxx Xxxxx, Secretary
ATTEST:
/s/Xxxxxxx X. Xxxxxxxx
BOSTON FINANCIAL DATA SERVICES, INC.
BY: /s/Xxxxxx X. Xxxxx
------------------
Xxxxxx X. Xxxxx, President
ATTEST:
/s/Xxxxxxxx Xxx
-----------------
18
SCHEDULE A-1
Dated: _____________
Credit Suisse Institutional Fund, Inc.
Emerging Markets Portfolio
International Equity Portfolio
Warburg Pincus Post-Venture Capital Portfolio
Small Company Growth Portfolio
Value Portfolio
Credit Suisse Institutional International Growth Fund, Inc.
Credit Suisse Institutional High Yield Fund, Inc.
Credit Suisse Institutional U.S. Core Equity Fund, Inc.
Credit Suisse Institutional U.S. Core Fixed Income Fund, Inc.
Warburg, Xxxxxx Balanced Fund, Inc.
Warburg, Xxxxxx Capital Appreciation Fund, Inc.
Warburg, Pincus Cash Reserve Fund, Inc.
Warburg, Xxxxxx Emerging Growth Fund, Inc.
Warburg, Xxxxxx Emerging Markets Fund, Inc.
Warburg, Xxxxxx European Equity Fund, Inc.
Warburg, Xxxxxx Fixed Income Fund, Inc.
Warburg, Xxxxxx Focus Fund, Inc.
Warburg, Xxxxxx Global Financial Services Fund, Inc.
Warburg, Xxxxxx Global Fixed Income Fund, Inc.
Warburg, Xxxxxx Global Health Sciences Fund, Inc.
Warburg, Xxxxxx Global New Technologies Fund, Inc.
Warburg, Xxxxxx Global Post-Venture Capital Fund, Inc.
Warburg, Xxxxxx Global Telecommunications Fund, Inc.
Warburg, Xxxxxx Intermediate Maturity Government Fund, Inc.
Warburg, Xxxxxx International Equity Fund, Inc.
Warburg, Xxxxxx International Small Company Fund, Inc.
Warburg, Xxxxxx Japan Growth Fund, Inc.
Warburg, Xxxxxx Japan Small Company Fund, Inc.
Warburg, Pincus Long-Short Market Neutral Fund, Inc.
Warburg, Xxxxxx Major Foreign Markets Fund, Inc.
Warburg, Xxxxxx Municipal Bond Fund, Inc.
Warburg, Xxxxxx New York Intermediate Municipal Fund, Inc.
Warburg, Xxxxxx New York Tax Exempt Fund, Inc.
Warburg, Xxxxxx Small Company Growth Fund, Inc.
Warburg, Xxxxxx Small Company Value II Fund, Inc.
SCHEDULE A-1
Dated: _____________
(continued)
Warburg, Xxxxxx Trust
Emerging Markets Portfolio
Value Portfolio
International Equity Portfolio
Global Post-Venture Capital Portfolio
Small Company Growth Portfolio
Emerging Growth Portfolio
Warburg, Xxxxxx Trust II
Fixed Income Portfolio
Warburg, Xxxxxx Value II Fund, Inc.
Warburg, Xxxxxx WorldPerks Money Market Fund, Inc.
Warburg, Xxxxxx WorldPerks Tax Free Money Market Fund, Inc.
Warburg, Xxxxxx Aggressive Growth Fund, Inc.
EACH OF THE PARTIES, INDIVIDUALLY BOSTON FINANCIAL DATA SERVICES, INC.
AND NOT JOINTLY, AS INDICATED ON
THE SCHEDULE A-1
BY: /s/Xxx Xxxxxx BY: /s/Xxxxxx X. Xxxxx
------------- --------------------
Xxx Xxxxxx, Secretary Xxxxxx X. Xxxxx, President
SCHEDULE A-2
Credit Suisse Warburg Pincus Capital Funds
Credit Suisse Warburg Pincus Value Fund
Credit Suisse Warburg Pincus Blue Chip Fund
Credit Suisse Warburg Pincus Small Company Value Fund
Credit Suisse Warburg Pincus Fixed Income II Fund
Credit Suisse Warburg Pincus Municipal Trust Fund
Credit Suisse Warburg Pincus Opportunity Funds
Credit Suisse Warburg Pincus International Equity II Fund
Credit Suisse Warburg Pincus Developing Markets Fund
Credit Suisse Warburg Pincus High Income Fund
Credit Suisse Warburg Pincus U.S. Government Money Fund
Credit Suisse Warburg Pincus Municipal Money Fund
Credit Suisse Warburg Pincus Select Funds
Credit Suisse Warburg Pincus Strategic Growth Fund
Credit Suisse Warburg Pincus Technology Fund
EACH OF THE PARTIES, INDIVIDUALLY BOSTON FINANCIAL DATA SERVICES, INC.
AND NOT JOINTLY, AS INDICATED ON
THE SCHEDULE A-2
BY: /s/Xxxxxx Xxxxx BY: /s/Xxxxxx X. Xxxxx
----------------- ------------------
Xxxxxx Xxxxx, Secretary Xxxxxx X. Xxxxx, President
2
SCHEDULE 3.1
FEES
Effective: __________, 2001 through ___________, 2003
Annual Account Service Fees
---------------------------
Open Accounts (Complex Accounts)
0 - 175K 176 - 225K 226K+
-----------------------------------
Daily $12.00 $11.40 $10.80
Non-Daily $ 9.50 $ 8.90 $ 8.30
Matrix Xxxxx 0 Accounts $ 8.00 $ 7.40 $ 6.80
Closed Account Fee $ 3.00
Activity Based Fees
-------------------
New Account Set-up $ 4.00/Each
Manual Transactions (1 - 275,000 Transactions) $ 2.00/Each
Manual Transactions (275,001 - 325,000) $ 1.75/Each
Manual Transactions (325,001 + Transactions) $ 1.50/Each
Omnibus Transactions $ 2.50/Each
Telephone Calls (Overflow) $ 3.00/Each
Correspondence $ 4.00/Each
Optional Fees
-------------
Investor/Per Investor $ 1.80/Account/Year
12b-1 Fees $ 1.00/Account/Year
TPA Relationship/Per Relationship $ 10,000.00/Year
XXX Custodial Fees
------------------
Annual Maintenance $ 12.50/Account
Maximum $ 25.00/SSN
Conversion
-----------
Conversion Fee (One Time) $100,000.00*
*Waived subject to the terms of Section 12.2 of the Agreement.
SCHEDULE 3.1
FEES
(Continued)
Balance Earnings Credit
-----------------------
A balance earnings credit from the Fund's DDA balances will be used to partially
offset transfer agent fees. The credit paid to the Transfer Agent from such
balance earnings will be as set forth below:
0 - 30 Cusips $375,000 per annum
Each additional cusip over 30 cusips
Open Cusip $10,000 per cusip, per annum**
Closed Cusip $4,000 per cusip, per annum**
**Waived for first 6 months following the establishment of cusip.
Northwest WorldPerks reconciliation fee $75,000 per annum
The above may be adjusted on a periodic basis (i.e.: monthly, quarterly, and
annual) by agreement of the parties.
Out-of-Pocket Expenses Billed as incurred
----------------------
Out-of Pocket expenses include but are not limited to: confirmation statements,
investor statements, audio response, long distance telephone calls, records
retention, customized programming/enhancements, federal wire fees, transcripts,
microfilm, microfiche, disaster recovery, software licensing, banking services,
image print station, remote imaging, hardware at the Fund's facility, and
expenses incurred at the specific direction of the Fund.
EACH OF THE PARTIES, INDIVIDUALLY BOSTON FINANCIAL DATA SERVICES, INC.
AND NOT JOINTLY, AS INDICATED ON
THE SCHEDULE A-1
BY: /s/Xxx Xxxxxx BY: /s/Xxxxxx X. Xxxxx
------------- ------------------
Xxx Xxxxxx, Secretary Xxxxxx X. Xxxxx, President
EACH OF THE PARTIES, INDIVIDUALLY
AND NOT JOINTLY, AS INDICATED ON
THE SCHEDULE A-2
BY: /s/Xxxxxx Xxxxx
----------------
Xxxxxx Xxxxx, Secretary
2
