TRANSFER AGENCY AGREEMENT
THIS AGREEMENT made the ___ day of _______, 1998, by and between Oak
Associates Funds, a Massachusetts business trust existing under the laws of the
Commonwealth of Massachusetts, having its principal place of business at Xxx
Xxxxxxx Xxxxxx Xxxx, Xxxx, Xxxxxxxxxxxx 00000 (the "Fund"), and DST SYSTEMS,
INC., a corporation existing under the laws of the State of Delaware, having its
principal place of business at 000 X. 00xx Xx., 0xx Xx., Xxxxxx Xxxx, Xxxxxxxx
00000 ("DST"):
WITNESSETH:
WHEREAS, the Fund desires to appoint DST as Transfer Agent and Dividend
Disbursing Agent, and DST desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Documents to be Filed with Appointment.
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In connection with the appointment of DST as Transfer Agent and Dividend
Disbursing Agent for the Fund, there will be filed with DST the following
documents:
A. A certified copy of the resolutions of the Board of Directors of the
Fund (which term when used herein shall include any Board of Trustees,
or other governing body of the Fund, however styled) appointing DST as
Transfer Agent and Dividend Disbursing Agent, approving the form of
this Agreement, and designating certain persons to sign stock
certificates, if any, and give written instructions and requests on
behalf of the Fund;
B. A certified copy of the Articles of Incorporation (which term as used
herein shall include, where relevant, the Declaration of Trust, or
other basic instrument establishing the existence and nature of the
Fund) of the Fund and all amendments thereto;
C. A certified copy of the Bylaws of the Fund;
D. Copies of Registration Statements and amendments thereto, filed with
the Securities and Exchange Commission.
E. Specimens of all forms of outstanding stock certificates, in the forms
approved by the Board of Directors of the Fund, with a certificate of
the Secretary of the Fund, as to such approval;
F. Specimens of the signatures of the officers of the Fund authorized to
sign stock certificates and individuals authorized to sign written
instructions and requests;
G. An opinion of counsel for the Fund, as such opinion(s) have been filed
with the Fund's Registration Statement or notices required under Rule
24f-2 under the Investment Company Act of 1940 (the "1940 Act"), with
respect to:
(1) The Fund's organization and existence under the laws of its state
of organization, and
(2) That all issued shares are validly issued, fully paid and
nonassessable.
2. Certain Representations and Warranties of DST.
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DST represents and warrants to the Fund that:
A. It is a corporation duly organized and existing and in good standing
under the laws of Delaware.
B. It is duly qualified to carry on its business in the State of
Missouri.
C. It is empowered under applicable laws and by its Articles of
Incorporation and Bylaws to enter into and perform the services
contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required under the
Securities Exchange Act of 1934 (the "1934 Act").
E. All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
G. It is in compliance with Securities and Exchange Commission ("SEC")
regulations and is not subject to restrictions under Rule 17Ad.
H. Copies of DST's Rule 17Ad-13 reports will be provided to the Fund
annually as and to the extent required under Rule 17Ad-13 under the
1934 Act.
I. Its fidelity bonding and minimum capital meet the transfer agency
requirements of the New York Stock Exchange and the American Stock
Exchange.
3. Certain Representations and Warranties of the Fund.
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The Fund represents and warrants to DST that:
A. It is a trust duly organized and existing and in good standing under
the laws of the Commonwealth of Massachusetts.
B. It is an open-end management investment company registered under the
1940 Act, as amended, the portfolios of which may be diversified or
non-diversified.
C. A registration statement under the Securities Act of 1933 has been
filed and will be effective with respect to all shares of the Fund
being offered for sale.
D. All requisite steps have been and will continue to be taken to
register the Fund's shares for sale in all applicable states and such
registration will be effective at all times shares are offered for
sale in such state.
E. The Fund is empowered under applicable laws and by its charter and
Bylaws to enter into and perform this Agreement.
4. Scope of Appointment.
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A. Subject to the conditions set forth in this Agreement, the Fund hereby
appoints DST as Transfer Agent and Dividend Disbursing Agent.
B. DST hereby accepts such appointment and agrees that it will act as the
Fund's Transfer Agent and Dividend Disbursing Agent. DST agrees that
it will also act as agent in connection with the Fund's periodic
withdrawal payment accounts and other open accounts or similar plans
for shareholders, if any.
C. The Fund agrees to use its reasonable efforts to deliver to DST in
Kansas City, Missouri, as soon as they are available, all of its
shareholder account records.
D. DST, utilizing TA2000(TM), DST's computerized data processing system
for securityholder accounting (the "TA2000(TM) System"), will perform
the following services as transfer and dividend disbursing agent for
the Fund, and as agent of the Fund for shareholder accounts thereof,
in a timely manner: issuing (including
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countersigning), transferring and canceling share certificates, if
any; maintaining all shareholder accounts; providing transaction
journals; as requested by the Fund and subject to payment by the Fund
of an additional fee, preparing shareholder meeting lists for use in
connection with any annual or special meeting and arrange for an
affiliate to print, mail and receive back proxies and to certify the
shareholder votes of the Fund of any portfolios thereof; mailing
shareholder reports and prospectuses; withholding, as required by
federal law, taxes on shareholder accounts, disbursing income
dividends and capital gains distributions to shareholders, preparing,
filing and mailing U.S. Treasury Department Forms 1099, 1042, and
1042S and performing and paying backup withholding as required for all
shareholders; preparing and mailing confirmation forms to shareholders
and dealers, as instructed, for all purchases and liquidations of
shares of the Fund and other confirmable transactions in shareholders'
accounts; recording reinvestment of dividends and distributions in
shares of the Fund; providing or making available on-line daily and
monthly reports as provided by the TA2000(TM) System and as requested
by the Fund or its management company; maintaining those records
necessary to carry out DST's duties hereunder, including all
information reasonably required by the Fund to account for all
transactions in the Fund shares, calculating the appropriate sales
charge with respect to each purchase of the Fund shares as set forth
in the prospectus for the Fund, determining the portion of each sales
charge payable to the dealer participating in a sale in accordance
with schedules delivered to DST by the Fund's principal underwriter or
distributor (hereinafter "principal underwriter") from time to time,
disbursing dealer commissions collected to such dealers, determining
the portion of each sales charge payable to such principal underwriter
and disbursing such commissions to the principal underwriter;
receiving correspondence pertaining to any former, existing or new
shareholder account, processing such correspondence for proper
recordkeeping, and responding promptly to shareholder correspondence;
mailing to dealers confirmations of wire order trades; mailing copies
of shareholder statements to shareholders and registered
representatives of dealers in accordance with the Fund's instructions;
interfacing with, accepting and effectuating order for transactions
and registration and maintenance information, all on an automated
basis, from, and providing advices to the Fund's custodian bank and to
the Fund's settlement bank in connection with the settling of such
transactions, with, the National Securities Clearing Corporation
("NSCC") pertaining to NSCC's Fund/SERV and Networking programs; and
processing, generally on the date of receipt, purchases or redemptions
or instructions to settle any mail or wire order purchases or
redemptions received in proper order as set forth in the prospectus,
rejecting promptly any requests not received in proper order (as
defined by the Fund or its agents), and causing exchanges of shares to
be executed in accordance with the Fund's instructions and prospectus
and the general exchange privilege applicable.
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E. DST shall use reasonable efforts to provide, reasonably promptly under
the circumstances, the same transfer agent services with respect to
any new, additional functions or features or any changes or
improvements to existing functions or features as provided for in the
Fund's instructions, prospectus or application as amended from time to
time, for the Fund provided (i) DST is advised in advance by the Fund
of any changes therein and (ii) the TA2000(TM) System and the mode of
operations utilized by DST as then constituted supports such
additional functions and features. If any addition to, improvement of
or change in the features and functions currently provided by the
TA2000(TM) System or the operations as requested by the Fund requires
an enhancement or modification to the TA2000(TM) System or to
operations as then conducted by DST, DST shall not be liable therefore
until such modification or enhancement is installed on the TA2000(TM)
System or new mode of operation is instituted. If any new, additional
function or feature or change or improvement to existing functions or
features or new service or mode of operation measurably increases
DST's cost of performing the services required hereunder at the
current level of service, DST shall advise the Fund of the amount of
such increase and if the Fund elects to utilize such function, feature
or service, DST shall be entitled to increase its fees by the amount
of the increase in costs. In no event shall DST be responsible for or
liable to provide any additional function, feature, improvement or
change in method of operation until it has consented thereto in
writing.
F. The Fund shall have the right to add new series to the TA2000(TM)
System upon at least thirty (30) days' prior written notice to DST
provided that the requirements of the new series are generally
consistent with services then being provided by DST under this
Agreement. Rates or charges for additional series shall be as set
forth in Exhibit A, as hereinafter defined, for the remainder of the
contract term except as such series use functions, features or
characteristics for which DST has imposed an additional charge as part
of its standard pricing schedule. In the latter event, rates and
charges shall be in accordance with DST's then-standard pricing
schedule.
5. Limit of Authority.
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Unless otherwise expressly limited by the resolution of appointment or by
subsequent action by the Fund, the appointment of DST as Transfer Agent
will be construed to cover the full amount of authorized stock of the class
or classes for which DST is appointed as the same will, from time to time,
be constituted, and any subsequent increases in such authorized amount.
In case of such increase the Fund will file with DST:
A. If the appointment of DST was theretofore expressly limited, a
certified copy of a resolution of the Board of Directors of the Fund
increasing the authority of DST;
B. A certified copy of the amendment to the Articles of Incorporation of
the Fund authorizing the increase of stock;
C. A certified copy of the order or consent of each governmental or
regulatory authority required by law to consent to the issuance of the
increased stock, and an
4
opinion of counsel that the order or consent of no other governmental
or regulatory authority is required;
D. Opinion of counsel for the Fund, as such opinion(s) have been filed
with the Fund's Registration Statement or notices required under Rule
24f-2 under the 1940 Act, stating:
(1) The status of the additional shares of stock of the Fund under
the Securities Act of 1933, as amended, and any other applicable
federal or state statute; and
(2) That the additional shares are validly issued, fully paid and
nonassessable.
6. Compensation and Expenses.
--------------------------
A. In consideration for its services hereunder as Transfer Agent and
Dividend Disbursing Agent, the Fund will pay to DST from time to time
a reasonable compensation for all services rendered as Agent, and
also, all its reasonable billable expenses, charges, counsel fees, and
other disbursements ("Compensation and Expenses") incurred in
connection with the agency. Such compensation is set forth in a
separate schedule to be agreed to by the Fund and DST, a copy of which
is attached hereto as Exhibit A. If the Fund has not paid such
Compensation and Expenses to DST within a reasonable time, DST may
charge against any monies held under this Agreement, the amount of any
Compensation and/or Expenses for which it shall be entitled to
reimbursement under this Agreement.
B. The Fund also agrees promptly to reimburse DST for all reasonable
billable expenses or disbursements incurred by DST in connection with
the performance of services under this Agreement including, but not
limited to, expenses for postage, express delivery services, freight
charges, envelopes, checks, drafts, forms (continuous or otherwise),
specially requested reports and statements, telephone calls,
telegraphs, stationery supplies, counsel fees, outside printing and
mailing firms (including Output Technology, Inc. and Support
Resources, Inc.), magnetic tapes, reels or cartridges (if sent to the
Fund or to a third party at the Fund's request) and magnetic tape
handling charges, off-site record storage, media for storage of
records (e.g., microfilm, microfiche, optical platters, computer
tapes), computer equipment installed at the Fund's request at the
Fund's or a third party's premises, telecommunications equipment,
telephone/telecommunication lines between the Fund and its agents, on
one hand, and DST on the other, proxy soliciting, processing and/or
tabulating costs, second-site backup computer facility, transmission
of statement data for remote printing or processing, and National
Securities Clearing Corporation ("NSCC") transaction fees to the
extent any of the foregoing are paid by DST. The Fund agrees to pay
postage expenses at least one day in advance if so requested. In
addition, any other expenses incurred by DST at the request or with
the consent of the Fund will be promptly reimbursed by the Fund.
C. Amounts due hereunder shall be due and paid on or before the thirtieth
(30th) business day after receipt of the statement therefor by the
Fund (the "Due Date"). The Fund is aware that its failure to pay all
amounts in a timely fashion so that
5
they will be received by DST on or before the Due Date will give rise
to costs to DST not contemplated by this Agreement, including but not
limited to carrying, processing and accounting charges. Accordingly,
subject to Section 6.D. hereof, in the event that any amounts due
hereunder are not received by DST by the Due Date, the Fund shall pay
a late charge equal to the lesser of the maximum amount permitted by
applicable law or the product of that rate announced from time to time
by State Street Bank and Trust Company as its "Prime Rate" plus three
(3) percentage points times the amount overdue, times the number of
days from the Due Date up to and including the day on which payment is
received by DST divided by 365. The parties hereby agree that such
late charge represents a fair and reasonable computation of the costs
incurred by reason of late payment or payment of amounts not properly
due. Acceptance of such late charge shall in no event constitute a
waiver of the Fund's or DST's default or prevent the non-defaulting
party from exercising any other rights and remedies available to it.
D. In the event that any charges are disputed, the Fund shall, on or
before the Due Date, pay all undisputed amounts due hereunder and
notify DST in writing of any disputed charges for billable expenses
which it is disputing in good faith. Payment for such disputed charges
shall be due on or before the close of the fifth (5th) business day
after the day on which DST provides to the Fund documentation which an
objective observer would agree reasonably supports the disputed
charges (the "Revised Due Date"). Late charges shall not begin to
accrue as to charges disputed in good faith until the first business
day after the Revised Due Date.
E. The fees and charges set forth on Exhibit A shall increase or may be
increased as follows:
(1) On the first day of each new term, but only in accordance with
the "Fee Increases" provision in Exhibit A;
(2) DST may increase the fees and charges set forth on Exhibit A upon
at least ninety (90) days prior written notice, if changes in
existing laws, rules or regulations: (i) require substantial
system modifications or (ii) materially increase cost of
performance hereunder; and
(3) Upon at least ninety (90) days prior written notice, DST may
impose a reasonable charge for additional features of TA2000(TM)
used by the Fund which features are not consistent with the
Fund's current processing requirements.
If DST notifies the Fund of an increase in fees or charges pursuant
to subparagraph (2) of this Section 6.E., the parties shall confer,
diligently and in good faith and agree upon a new fee to cover the
amount necessary, but not more than such amount, to reimburse DST
for the Fund's aliquot portion of the cost of developing the new
software to comply with regulatory charges and for the increased
cost of operation.
If DST notifies the Fund of an increase in fees or charges under
subparagraph (3) of this Section 6.E., the parties shall confer, diligently
and in good faith, and agree upon a new fee to cover such new fund feature.
6
7. Operation of DST System.
------------------------
In connection with the performance of its services under this Agreement,
DST is responsible for such items as:
A. That entries in DST's records, and in the Fund's records on the
TA2000(TM) System created by DST, accurately reflect the orders,
instructions, and other information received by DST from the Fund, the
Fund's distributor, manager or principal underwriter, the Fund's
investment adviser, or the Fund's administrator (each an "Authorized
Person"), broker-dealers and/or shareholders;
B. That shareholder lists, shareholder account verifications,
confirmations and other shareholder account information to be produced
from its records or data be available and accurately reflect the data
in the Fund's records on the TA2000(TM) System;
C. The accurate and timely issuance of dividend and distribution checks
in accordance with instructions received from the Fund and the data in
the Fund's records on the TA2000(TM) System;
D. That redemption transactions and payments be effected timely, under
normal circumstances on the day of receipt, and accurately in
accordance with redemption instructions received by DST from
Authorized Persons, broker-dealers or shareholders and the data in the
Fund's records on the TA2000(TM) System;
E. The deposit daily in the Fund's appropriate bank account of all checks
and payments received by DST from NSCC, broker-dealers or shareholders
for investment in shares;
F. Notwithstanding anything herein to the contrary, with respect to "as
of" adjustments, DST will not assume one hundred percent (100%)
responsibility for losses resulting from "as ofs" due to clerical
errors or misinterpretations of shareholder instructions, but DST will
discuss with the Fund DST's accepting liability for an "as of" on a
case-by-case basis and may accept financial responsibility for a
particular situation resulting in a financial loss to the Fund where
DST in its discretion deems that to be appropriate;
7
G. The requiring of proper forms of instructions, signatures and
signature guarantees(1) and any necessary documents supporting the
opening of shareholder accounts, transfers, redemptions and other
shareholder account transactions, all in conformance with DST's
present procedures as set forth in its Legal Manual, Third Party Check
Procedures, Checkwriting Draft Procedures, and Signature Guarantee
Procedures (collectively the "Procedures") with such changes or
deviations therefrom as may be from time to time required or approved
by the Fund, its investment adviser or principal underwriter, or its
or DST's counsel and the rejection of orders or instructions not in
good order in accordance with the applicable prospectus or the
Procedures;
H. The maintenance of customary records in connection with its agency,
and particularly those records required to be maintained pursuant to
subparagraph (2)(iv) of paragraph (b) of Rule 31a-1 under the
Investment Company Act of 1940, if any; and
I. The maintenance of a current, duplicate set of the Fund's essential
records at a secure separate location, in a form available and usable
forthwith in the event of any breakdown or disaster disrupting its
main operation.
8. Indemnification.
----------------
A. DST shall not be responsible for, and the Fund shall on behalf of the
applicable Portfolio indemnify and hold DST harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability ("Adverse Consequences") arising out of or attributable to:
(1) All actions of DST or its agents or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are taken
in good faith and without negligence or willful misconduct.
(2) The Fund's lack of good faith, negligence or willful misconduct which
arise out of the breach of any representation or warranty of the Fund
hereunder.
(3) The reliance on or use by DST or its agents or subcontractors of
information, records, documents or services which (i) are received by
DST or its agents or subcontractors, and (ii) 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 previous transfer
agent or registrar.
(4) The reliance on, or the carrying out by DST or its agents or
subcontractors of any instructions or requests of the Fund on behalf
of the applicable Portfolio.
(5) The offer or sale of shares of the Fund or any applicable Portfolio in
violation of any requirement under the federal securities laws or
regulations or the securities laws or regulations of any state
relating to the registration, the sale or the manner
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(1) DST shall ascertain that what reasonably purports to be an appropriate
signature guarantee is present if a signature guarantee is required, but
DST shall have no responsibility for verifying the authenticity thereof or
the authority of the person executing the signature guarantee.
8
of sale of such shares or in violation of any stop order or other
determination or ruling by any federal agency or any state with
respect to the offer, the sale or the manner of sale of such shares.
(6) The negotiation and processing by DST and the applicable bank on which
such check or draft is drawn of checks not made payable to the order
of DST, the Fund, the Fund's management company, transfer agent or
distributor or the retirement account custodian or trustee for a plan
account investing in shares, which checks are tendered to DST for the
purchase of shares (i.e., checks made payable to prospective or
existing Shareholders, such checks are commonly known as "third party
checks").
B. At any time DST may apply to any officer of the Fund for instructions,
and may consult with legal counsel with respect to any matter arising
in connection with the services to be performed by DST under this
Agreement, and DST and its agents or subcontractors shall not be
liable and shall be indemnified by the Fund on behalf of the
applicable Portfolio for any action taken or omitted by it in reliance
upon such instructions or upon the opinion of such counsel. DST, its
agents and subcontractors shall be protected and indemnified in acting
upon any paper or document furnished by or on behalf of the Fund,
reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data,
records or documents provided DST or its agents or subcontractors by
machine readable input, telex, CRT data entry or other similar means
authorized by the Fund, and shall not be held to have notice of any
change of authority of any person, until receipt of written notice
thereof from the Fund. DST, its agents and subcontractors shall also
be protected and indemnified in recognizing stock certificates which
are reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or former registrar, or
of a co-transfer agent or co-registrar.
C. In order that the indemnification provisions contained in this Section
8 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify DST, DST shall promptly notify the Fund of such
assertion, and shall keep the Fund advised with respect to all
developments concerning such claim. The Fund shall have the option to
participate with DST in the defense of such claim or to defend against
said claim in its own name or in the name of DST. DST shall in no case
confess any claim or make any compromise in any case in which the Fund
may be required to indemnify DST except with the Fund's prior written
consent.
D. Standard of Care: DST shall at all times act in good faith and agrees
to use its best efforts within reasonable limits to insure the
accuracy of all services performed under this Agreement, but assumes
no responsibility and shall not be liable for loss or damage due to
errors unless said errors are caused by its negligence, bad faith, or
willful misconduct or that of its employees.
9
E. EXCEPT FOR VIOLATIONS OF SECTION 23, IN NO EVENT AND UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO
ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY, FOR
CONSEQUENTIAL DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY
PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY
THEREOF.
9. Certain Covenants of DST and the Fund.
--------------------------------------
A. All requisite steps will be taken by the Fund from time to time when
and as necessary to register the Fund's shares for sale in all states
in which the Fund's shares shall at the time be offered for sale and
require registration. If at any time the Fund receives notice of any
stop order or other proceeding in any such state affecting such
registration or the sale of the Fund's shares, or of any stop order or
other proceeding under the federal securities laws affecting the sale
of the Fund's shares, the Fund will give prompt notice thereof to DST.
B. DST hereby agrees to perform such transfer agency functions as are set
forth in Section 4.D. above and 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, and to carry such insurance as
it considers adequate and reasonably available.
C. To the extent required by Section 31 of the Investment Company Act of
1940 as amended and Rules thereunder, DST agrees that all records
maintained by DST relating to the services to be performed by DST
under this Agreement are the property of the Fund and will be
preserved and will be surrendered promptly to the Fund on request.
D. DST agrees to furnish the Fund annual reports of its financial
condition, consisting of a balance sheet, earnings statement and any
other publicly available financial information reasonably requested by
the Fund and a copy of the report issued by its certified public
accountants pursuant to Rule 17Ad-13 under the 1934 Act as filed with
the SEC. The annual financial statements will be certified by DST's
certified public accountants and may be included in DST's publicly
distributed Annual Report.
E. DST represents and agrees that it will use its reasonable efforts to
keep current on the trends of the investment company industry relating
to shareholder services and will use its reasonable efforts to
continue to modernize and improve.
F. DST will permit the Fund and its authorized representatives to make
periodic inspections of its operations as such would involve the Fund
at reasonable times during business hours.
G. DST will provide in Kansas City at the Fund's request and expense
training for the Fund's personnel in connection with use and operation
of the TA2000(TM) System. All travel and reimbursable expenses
incurred by the Fund's personnel in connection with and during
training at DST's Facility shall be borne by the Fund.
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At the Fund's option and expense, DST also agrees to use its
reasonable efforts to provide two (2) man weeks of training at the
Fund's facility for the Fund's personnel in connection with the
continued operation of the TA2000(TM) System. Reasonable travel, per
diem and reimbursable expenses incurred by DST personnel in connection
with and during training at the Fund's facility or in connection with
the conversion shall be borne by the Fund.
10. Recapitalization or Readjustment.
---------------------------------
In case of any recapitalization, readjustment or other change in the
capital structure of the Fund requiring a change in the form of stock
certificates, DST will issue or register certificates in the new form in
exchange for, or in transfer of, the outstanding certificates in the old
form, upon receiving:
A. Written instructions from an officer of the Fund;
B. Certified copy of the amendment to the Articles of Incorporation or
other document effecting the change;
C. Certified copy of the order or consent of each governmental or
regulatory authority, required by law to the issuance of the stock in
the new form, and an opinion of counsel that the order or consent of
no other government or regulatory authority is required;
D. Specimens of the new certificates in the form approved by the Board of
Directors of the Fund, with a certificate of the Secretary of the Fund
as to such approval;
E. Opinion of counsel for the Fund stating:
(1) The status of the shares of stock of the Fund in the new form
under the Securities Act of 1933, as amended and any other
applicable federal or state statute; and
(2) That the issued shares in the new form are, and all unissued
shares will be, when issued, validly issued, fully paid and
nonassessable.
11. Reserved.
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12. Death, Resignation or Removal of Signing Officer.
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The Fund will file promptly with DST written notice of any change in the
officers authorized to sign written requests or instructions to give
requests or instructions, together with two signature cards bearing the
specimen signature of each newly authorized officer.
13. Future Amendments of Charter and Bylaws.
----------------------------------------
The Fund will promptly file with DST copies of all material amendments to
its Articles of Incorporation or Bylaws made after the date of this
Agreement.
14. Instructions, Opinion of Counsel and Signatures.
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At any time DST may apply to any person authorized by the Fund to give
instructions to DST, and may with the approval of a Fund officer and at the
expense of the Fund, either consult with legal counsel for the Fund or
consult with counsel chosen by DST and acceptable to the Fund, with respect
to any matter arising in connection with the agency and it will not be
liable for any action taken or omitted by it in good faith in reliance upon
such instructions or upon the opinion of such counsel. For purposes hereof,
DST's internal counsel and attorneys employed by Xxxxxxxxxxxx Xxxx &
Xxxxxxxxx, DST's
11
primary outside counsel, are acceptable to the Fund. DST will be protected
in acting upon any paper or document reasonably believed by it to be
genuine and to have been signed by the proper person or persons and will
not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Fund. It will also be protected
in recognizing stock certificates which it reasonably believes to bear the
proper manual or facsimile signatures of the officers of the Fund, and the
proper countersignature of any former Transfer Agent or Registrar, or of a
co-Transfer Agent or co-Registrar.
15. Force Majeure and Disaster Recovery Plans.
------------------------------------------
A. DST shall not be responsible or liable for its failure or delay in
performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation: any interruption, loss or
malfunction or any utility, transportation, computer hardware,
provided such equipment has been reasonably maintained, or third party
software or communication service; inability to obtain labor,
material, equipment or transportation, or a delay in mails;
governmental or exchange action, statute, ordinance, rulings,
regulations or direction; war, strike, riot, emergency, civil
disturbance, terrorism, vandalism, explosions, labor disputes,
freezes, floods, fires, tornadoes, acts of God or public enemy,
revolutions, or insurrection; or any other cause, contingency,
circumstance or delay not subject to DST's reasonable control which
prevents or hinders DST's performance hereunder.
B. DST currently maintains an agreement with a third party whereby DST is
to be permitted to use on a "shared use" basis a "hot site" (the
"Recovery Facility") maintained by such party in event of a disaster
rendering the DST Facilities inoperable. DST has developed and is
continually revising a business contingency plan (the "Business
Contingency Plan") detailing which, how, when, and by whom data
maintained by DST at the DST Facilities will be installed and operated
at the Recovery Facility. Provided the Fund is paying its pro rata
portion of the charge therefor, DST will, in the event of a disaster
rendering the DST Facilities inoperable, use reasonable efforts to
convert the TA2000(TM) System containing the designated Fund data to
the computers at the Recovery Facility in accordance with the then
current Business Contingency Plan.
C. DST also currently maintains, separate from the area in which the
operations which provides the services to the Fund hereunder are
located, a Crisis Management Center consisting of phones, computers
and the other equipment necessary to operate a full service transfer
agency business in the event one of its operations areas is rendered
inoperable. The transfer of operations to other operating areas or to
the Crisis Management Center is also covered in DST's Business
Contingency Plan.
16. Certification of Documents.
---------------------------
The required copy of the Articles of Incorporation of the Fund and copies
of all amendments thereto will be certified by the Secretary of State (or
other appropriate
12
official) of the State of Incorporation, and if such Articles of
Incorporation and amendments are required by law to be also filed with a
county, city or other officer of official body, a certificate of such
filing will appear on the certified copy submitted to DST. A copy of the
order or consent of each governmental or regulatory authority required by
law to the issuance of the stock will be certified by the Secretary or
Clerk of such governmental or regulatory authority, under proper seal of
such authority. The copy of the Bylaws and copies of all amendments
thereto, and copies of resolutions of the Board of Directors of the Fund,
will be certified by the Secretary or an Assistant Secretary of the Fund
under the Fund's seal.
17. Records.
--------
DST will maintain customary records in connection with its agency, and
particularly will maintain those records required to be maintained pursuant
to subparagraph (2) (iv) of paragraph (b) of Rule 31a-1 under the
Investment Company Act of 1940, if any.
18. Disposition of Books, Records and Canceled Certificates.
--------------------------------------------------------
DST may send periodically to the Fund, or to where designated by the
Secretary or an Assistant Secretary of the Fund, all books, documents, and
all records no longer deemed needed for current purposes and stock
certificates which have been canceled in transfer or in exchange, upon the
understanding that such books, documents, records, and stock certificates
will be maintained by the Fund under and in accordance with the
requirements of Section 17Ad-7 adopted under the Securities Exchange Act of
1934. Such materials will not be destroyed by the Fund without the consent
of DST (which consent will not be unreasonably withheld), but will be
safely stored for possible future reference.
19. Provisions Relating to DST as Transfer Agent.
---------------------------------------------
A. Instructions for the transfer, exchange or redemption of shares of the
Fund will be accepted, the registration, redemption or transfer of the
shares be effected and, where applicable, funds remitted therefor.
Upon surrender of the old certificates in form or receipt by DST of
instructions deemed by DST properly endorsed for transfer, exchange or
redemption, accompanied by such documents as DST may deem necessary to
evidence the authority of the person making the transfer, exchange or
redemption, the transfer, exchange or redemption of the shares
reflected by such certificates be effected and any sums due in
connection therewith be remitted, in accordance with the instructions
contained herein. DST reserves the right to refuse to transfer or
redeem shares until it is satisfied that the endorsement or signature
on the instruction or any other document is valid and genuine, and for
that purpose it may require a guaranty of signature in accordance with
the Signature Guarantee Procedures. DST also reserves the right to
refuse to transfer, exchange or redeem shares until it is satisfied
that the requested transfer, exchange or redemption is legally
authorized, and DST will incur no liability for the refusal in good
faith to make transfers or redemptions which, in its judgment, are
improper or unauthorized. DST may, in effecting transfers, exchanges
or redemptions, rely upon DST's Procedures and Simplification Acts,
Uniform Commercial Code or other statutes which protect it and the
-----------------------
Fund in not requiring
13
complete fiduciary documentation. In cases in which DST is not
directed or otherwise required to maintain the consolidated records of
shareholder's accounts, DST will not be liable for any loss which may
arise by reason of not having such records.
B. DST will, at the expense of the Fund, issue and mail subscription
warrants, effectuate stock dividends, exchanges or split ups, or act
as Conversion Agent upon receiving written instructions from any
officer of the Fund and such other documents as DST deems necessary.
C. DST will, at the expense of the Fund, supply a shareholder's list to
the Fund for its annual meeting upon receiving a request from an
officer of the Fund. It will also, at the expense of the Fund, supply
lists at such other times as may be requested by an officer of the
Fund.
D. Upon receipt of written instructions of an officer of the Fund, DST
will, at the expense of the Fund, address and mail notices to
shareholders.
E. In case of any request or demand for the inspection of the stock books
of the Fund or any other books in the possession of DST, DST will
endeavor to notify the Fund and to secure instructions as to
permitting or refusing such inspection. DST reserves the right,
however, to exhibit the stock books or other books to any person in
case it is advised by its counsel that it may be held responsible for
the failure to exhibit the stock books or other books to such person.
20. Provisions Relating to Dividend Disbursing Agency.
--------------------------------------------------
A. DST will, at the expense of the Fund, provide a special form of check
containing the imprint of any device or other matter desired by the
Fund. Said checks must, however, be of a form and size convenient for
use by DST.
B. If the Fund desires to include additional printed matter, financial
statements, etc., with the dividend checks, the same will be furnished
DST within a reasonable time prior to the date of mailing of the
dividend checks, at the expense of the Fund.
C. If the Fund desires its distributions mailed in any special form of
envelopes, sufficient supply of the same will be furnished to DST but
the size and form of said envelopes will be subject to the approval of
DST. If stamped envelopes are used, they must be furnished by the
Fund; or if postage stamps are to be affixed to the envelopes, the
stamps or the cash necessary for such stamps must be furnished by the
Fund.
D. DST shall establish and maintain on behalf of the Fund one or more
deposit accounts as Agent for the Fund, into which DST shall deposit
the funds DST receives for payment of dividends, distributions,
redemptions or other disbursements provided for hereunder and to draw
checks against such accounts.
E. DST is authorized and directed to stop payment of checks theretofore
issued hereunder, but not presented for payment, when the payees
thereof allege either that they have not received the checks or that
such checks have been mislaid, lost, stolen, destroyed or through no
fault of theirs, are otherwise beyond their control,
14
and cannot be produced by them for presentation and collection, and,
to issue and deliver duplicate checks in replacement thereof.
21. Assumption of Duties By the Fund or Agents Designated By the Fund.
------------------------------------------------------------------
A. The Fund or its designated agents other than DST may assume certain
duties and responsibilities of DST or those services of Transfer Agent
and Dividend Disbursing Agent as those terms are referred to in
Section 4.D. of this Agreement including but not limited to answering
and responding to telephone inquiries from shareholders and brokers,
accepting shareholder and broker instructions (either or both oral and
written) and transmitting orders based on such instructions to DST,
preparing and mailing confirmations, obtaining certified TIN numbers,
classifying the status of shareholders and shareholder accounts under
applicable tax law, establishing shareholder accounts on the
TA2000(TM) System and assigning social codes and Taxpayer
Identification Number codes thereof, and disbursing monies of the
Fund, said assumption to be embodied in writing to be signed by both
parties.
B. To the extent the Fund or its agent or affiliate assumes such duties
and responsibilities, DST shall be relieved from all responsibility
and liability therefor and is hereby indemnified and held harmless
against any liability therefrom and in the same manner and degree as
provided for in Section 8 hereof.
C. Initially the Fund or its designees shall be responsible for the
following: (i) answering and responding to phone calls from
shareholders and broker-dealers, (ii) faxing information to DST as
such calls or items are received by the Fund, (iii) monitoring and
following up upon wire order trades which failed to settle timely, and
(iv) notifying and instructing DST as to the establishment of and
maintenance of information pertaining to broker-dealers on the
Broker-Dealer File.
22. Termination of Agreement.
-------------------------
A. This Agreement shall be in effect for an initial period of three (3)
years and, thereafter, shall automatically extend for additional,
successive twelve (12) month terms upon the expiration of any term
hereof unless terminated as hereinafter provided.
B. Each party, in addition to any other rights and remedies, shall have
the right to terminate this Agreement forthwith upon the occurrence at
any time of any of the following events with respect to the other
party:
(1) The bankruptcy of the other party or its assigns or the
appointment of a receiver for the other party or its assigns; or
(2) Failure by the other party or its assigns to perform its duties
in accordance with the Agreement, which failure materially
adversely affects the business operations of the first party and
which failure continues for thirty (30) days after receipt of
written notice from the first party.
C. Either party may terminate this Agreement at any time by delivery to
the other party of six (6) months prior written notice of such
termination; provided, however, that the effective date of any
termination and conversion off the TA2000
15
System (a "deconversion") shall not occur during the period from
November 15 through March 15 of any year to avoid adversely impacting
year end.
D. In the event of any termination of this Agreement:
(1) The Fund will continue to pay to DST as invoiced all sums due for
DST's services until completion of the deconversion and will pay to
DST, no later than contemporaneously with the dispatch by DST of the
Fund's records, all amounts payable to DST.
(2) If, for any reason, the Fund desires to convert from the TA2000 System
("deconvert") other than on the first day after six (6) months from
the receipt by DST of the termination notice (such first day after the
expiration of six (6) months being hereinafter referred to as the
"Termination Date"), and DST is able, through reasonable efforts, to
accomplish such earlier deconversion, the Fund shall pay to DST on the
day of or before the deconversion the fees which DST would have earned
had the Fund not deconverted, and had DST remained the
transfer/shareholder servicing agent, until the Termination Date. The
amount of such fees shall be calculated by: (a) dividing the aggregate
fees charged to the Fund with respect to the six (6) whole months
immediately preceding receipt by DST of the six (6) month termination
notice by (b) the product of the number six (6) times the number of
weeks in such six (6) month period to determine the average weekly fee
and (c) multiplying the average weekly fee times the number of whole
or partial weeks between the date on which deconversion actually
occurs and the Termination Date.
(3) Subsequent to any deconversion:
(a) The Fund shall continue to pay to DST, subject to and in
accordance with the terms and conditions set forth in Sections
6.A., 6.B., 6.C. and 6.D. of this Agreement, for all expenses
incurred on the Fund's behalf and the post-deconversion fees set
forth in Exhibit B to this Agreement until (i) the Fund accounts
are purged from the TA2000 System (no longer being required for
Year End Reporting) with respect to closed account fees and (ii)
so long as DST's services are utilized with respect to all fees
other than those for closed accounts by the Fund, its new
transfer agent and its shareholders, former shareholders,
broker-dealers or other entities with whom the Fund does business
and persons claiming through or on behalf of any of the
foregoing; and
(b) To the extent applicable regulations of the Internal Revenue
Service and tax laws permit, the Fund shall require its new
transfer agent to perform and dispatch or file all required year
end reporting (tax or otherwise and federal and state) to
shareholders, broker-dealers, beneficial owners, federal and
state agencies and any other recipients thereof and DST shall
have no, and the Fund hereby indemnifies DST and holds DST
harmless against any,
16
liability or Adverse Consequences whatsoever with respect
thereto, including by way of example and not limitation, reports
or returns on Forms 1099, 5498, 945, 1042 and 1042S, annual
account valuations for retirement accounts and year end
statements for all accounts and any other reports required to be
made by state governments or the federal government or regulatory
or self-regulatory agencies (the "returns");
(c) If the Fund is unable to obtain a commitment from the new
transfer agent that the new transfer agent will perform year end
reporting (tax or otherwise) for the entire year, (i) DST shall
perform year end reporting as instructed by the Fund for the
portion of the year DST served as transfer agent and (ii) DST
shall be paid therefore a monthly per CUSIP fee through the end
of the last month during which the last return or form is filed.
The Fund will cause the new transfer agent to timely advise DST
of all changes to the shareholder records effecting such
reporting until all DST reporting obligations cease; and DST
shall have no, and the Fund hereby indemnifies DST and holds DST
harmless against any, liability or any Adverse Consequences
arising out of or resulting from the failure of the new transfer
agent to timely advise DST thereof or which could have been
avoided if the new transfer agent had timely advised DST thereof.
All amendments to, or delivery of duplicate, returns after their
initial dispatch or filing will be effectuated and filed or
dispatched by the new transfer agent regardless of who filed or
dispatched the original return; and
(d) All of the records belonging to the Fund on the TA2000 System may
be purged by DST without liability to the Fund or its agents,
shareholders, and parties with whom the Fund has done or will do
business, at any time on or after the forty-fifth (45th) day
after the Termination Date. The Fund shall and hereby agrees to
indemnify and hold DST harmless against any Adverse Consequences
directly or indirectly arising out of or resulting from any
inability to produce such purged records. The Fund will, and will
cause the new transfer agent to, maintain and preserve the
records converted from the TA2000 System or any hard copy records
transferred by DST to the Fund or the new transfer agent in
accordance with the requirements of all applicable laws,
including without limitation 00 X.X.X.xx.xx.000.00Xx-0, -0, -00
and -11 (including without limitation to make copies thereof
available timely and at no charge to appropriate regulatory
agencies and, as reasonably necessary, DST). Notwithstanding the
foregoing, upon the request and at the expense of the Fund, DST
shall not purge, but shall retain as closed
17
accounts on the TA2000 System, the records belonging to the Fund.
E. In addition, in the event of any termination, DST will, provided the
Fund contemporaneously pays all outstanding charges and fees, promptly
transfer all of the records of the Fund to the designated successor
transfer agent. DST shall also provide reasonable assistance to the
Fund and its designated successor transfer agent and other information
relating to its services provided hereunder (subject to the recompense
of DST for such assistance and information at its standard rates and
fees for personnel then in effect at that time); provided, however, as
used herein "reasonable assistance" and "other information" shall not
include assisting any new service or system provider to modify, alter,
enhance, or improve its system or to improve, enhance, or alter its
current system, or to provide any new, functionality or to require DST
to disclose any DST Confidential Information, as hereinafter defined,
or any information which is otherwise confidential to DST.
23. Confidentiality.
----------------
A. DST agrees that, except as provided in the last sentence of Section
19.J. hereof, or as otherwise required by law, DST will keep
confidential all records of and information in its possession relating
to the Fund or its shareholders or shareholder accounts and will not
disclose the same to any person except at the request or with the
consent of the Fund.
B. The Fund owns all of the data supplied by or on behalf of the Fund to
DST. The Fund has proprietary rights to all such data, records and
reports containing such data, but not including the software programs
upon which such data is installed, and all records containing such
data will be transferred in accordance with Section 22.D above in the
event of termination.
C. The Fund agrees to keep confidential all non-public financial
statements and other financial records of DST received hereunder, all
accountants' reports relating to DST, the terms and provisions of this
Agreement, including all exhibits and schedules now or in the future
attached hereto and all manuals, systems and other technical
information and data, not publicly disclosed, relating to DST's
operations and programs furnished to it by DST pursuant to this
Agreement and will not disclose the same to any person except at the
request or with the consent of DST.
D. (1) The Fund acknowledges that DST has proprietary rights in and to
the TA2000(TM) System used to perform services hereunder
including, but not limited to the maintenance of shareholder
accounts and records, processing of related information and
generation of output, including, without limitation any changes
or modifications of the TA2000(TM) System and any other DST
programs, data bases, supporting documentation, or procedures
(collectively "DST Confidential Information") which the Fund's
access to the TA2000(TM) System or computer hardware or software
may permit the Fund or its employees or agents to become aware of
or to access and that the DST Confidential Information
constitutes confidential material and
18
trade secrets of DST. The Fund agrees to maintain the
confidentiality of the DST Confidential Information.
(2) The Fund acknowledges that any unauthorized use, misuse,
disclosure or taking of DST Confidential Information which is
confidential as provided by law, or which is a trade secret,
residing or existing internal or external to a computer, computer
system, or computer network, or the knowing and unauthorized
accessing or causing to be accessed of any computer, computer
system, or computer network, may be subject to civil liabilities
and criminal penalties under applicable state law. The Fund will
advise all of its employees and agents who have access to any DST
Confidential Information or to any computer equipment capable of
accessing DST or DST hardware or software of the foregoing.
(3) The Fund 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, and the Fund consents to the
obtaining of such injunctive relief. All of the undertakings and
obligations relating to confidentiality and nondisclosure,
whether contained in this Section or elsewhere in this Agreement
shall survive the termination or expiration of this Agreement for
a period of ten (10) years.
24. Changes and Modifications.
--------------------------
A. During the term of this Agreement DST will use on behalf of the Fund
without additional cost all modifications, enhancements, or changes
which DST may make to the TA2000(TM) System in the normal course of
its business and which are applicable to functions and features
offered by the Fund, unless substantially all DST clients are charged
separately for such modifications, enhancements or changes, including,
without limitation, substantial system revisions or modifications
necessitated by changes in existing laws, rules or regulations. The
Fund agrees to pay DST promptly for modifications and improvements
which are charged for separately at the rate provided for in DST's
standard pricing schedule which shall be identical for substantially
all clients, if a standard pricing schedule shall exist. If there is
no standard pricing schedule, the parties shall mutually agree upon
the rates to be charged.
B. DST shall have the right, at any time and from time to time, to alter
and modify any systems, programs, procedures or facilities used or
employed in performing its duties and obligations hereunder; provided
that the Fund will be notified as promptly as possible prior to
implementation of such alterations and modifications and that no such
alteration or modification or deletion shall materially adversely
change or affect the operations and procedures of the Fund in using or
employing the TA2000(TM) System or DST Facilities hereunder or the
reports to be generated by such system and facilities hereunder,
unless the Fund is
19
given thirty (30) days prior notice to allow the Fund to change its
procedures and DST provides the Fund with revised operating procedures
and controls at the time such notice is delivered to the Fund.
C. All enhancements, improvements, changes, modifications or new features
added to the TA2000(TM) System however developed or paid for shall be,
and shall remain, the confidential and exclusive property of, and
proprietary to, DST.
25. Subcontractors.
---------------
Nothing herein shall impose any duty upon DST in connection with or
make DST liable for the actions or omissions to act of unaffiliated
third parties such as, by way of example and not limitation, Airborne
Services, the U.S. mails and telecommunication companies, provided, if
DST selected such company, DST shall have exercised due care in
selecting the same.
26. Limitations on Liability.
-------------------------
A. If the Fund is comprised of more than one Portfolio, each Portfolio
shall be regarded for all purposes hereunder as a separate party apart
from each other Portfolio. Unless the context otherwise requires, with
respect to every transaction covered by this Agreement, every
reference herein to the Fund shall be deemed to relate solely to the
particular Portfolio to which such transaction relates. Under no
circumstances shall the rights, obligations or remedies with respect
to a particular Portfolio constitute a right, obligation or remedy
applicable to any other Portfolio. The use of this single document to
memorialize the separate agreement of each Portfolio is understood to
be for clerical convenience only and shall not constitute any basis
for joining the Portfolios for any reason.
B. Notice is hereby given that a copy of the Fund's Trust Agreement and
all amendments thereto is on file with the Secretary of State of the
state of its organization; that this Agreement has been executed on
behalf of the Fund by the undersigned duly authorized representative
of the Fund in his/her capacity as such and not individually; and that
the obligations of this Agreement shall only be binding upon the
assets and property of the Fund and shall not be binding upon any
trustee, officer or shareholder of the Fund individually.
27. Miscellaneous.
--------------
A. This Agreement shall be construed according to, and the rights and
liabilities of the parties hereto shall be governed by, the laws of
the State of Missouri, excluding that body of law applicable to choice
of law.
B. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.
C. The representations and warranties, and the indemnification extended
hereunder, if any, are intended to and shall continue after and
survive the expiration, termination or cancellation of this Agreement.
D. No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed
by each party hereto.
20
E. The captions in this Agreement are included for convenience of
reference only, and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
F. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
G. If any part, term or provision of this Agreement is by the courts held
to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be
construed and enforced as if the Agreement did not contain the
particular part, term or provision held to be illegal or invalid.
H. This Agreement may not be assigned by the Fund or DST without the
prior written consent of the other.
I. Neither the execution nor performance of this Agreement shall be
deemed to create a partnership or joint venture by and between the
Fund and DST. It is understood and agreed that all services performed
hereunder by DST shall be as an independent contractor and not as an
employee of the Fund. This Agreement is between DST and the Fund and
neither this Agreement nor the performance of services under it shall
create any rights in any third parties. There are no third party
beneficiaries hereto.
J. Except as specifically provided herein, this Agreement does not in any
way affect any other agreements entered into among the parties hereto
and any actions taken or omitted by any party hereunder shall not
affect any rights or obligations of any other party hereunder.
K. The failure of either party to insist upon the performance of any
terms or conditions of this Agreement or to enforce any rights
resulting from any breach of any of the terms or conditions of this
Agreement, including the payment of damages, shall not be construed as
a continuing or permanent waiver of any such terms, conditions, rights
or privileges, but the same shall continue and remain in full force
and effect as if no such forbearance or waiver had occurred.
L. This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement, draft or agreement or
proposal with respect to the subject matter hereof, whether oral or
written, and this Agreement may not be modified except by written
instrument executed by both parties.
M. All notices to be given hereunder shall be deemed properly given if
delivered in person or if sent by U.S. mail, first class, postage
prepaid, or if sent by facsimile and thereafter, in the case of
non-operational notices only, confirmed by mail as follows:
If to DST:
DST Systems, Inc.
0000 Xxxxxxxx, 0xx Xx.
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Senior Vice President-Full Service
Phone No.: 000-000-0000
Facsimile No.: 000-000-0000
21
With a copy of non-operational notices to:
DST Systems, Inc.
000 X. 00xx Xx., 0xx Xx.
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Legal Department
Phone No.: 000-000-0000
Facsimile No.: 000-000-0000
If to the Fund:
SEI Investments, Inc.
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, Xxxxxxxxxxxx 00000
Attn: Legal Department
or to such other address as shall have been specified in writing by
the party to whom such notice is to be given.
N. The representations and warranties contained herein shall survive the
execution of this Agreement. The representations and warranties
contained herein and the provisions of Section 8 hereof shall survive
the termination of the Agreement and the performance of services
hereunder until any statute of limitations applicable to the matter at
issues shall have expired.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers, to be effective as of the day and
year first above written.
22
DST SYSTEMS, INC.
By:
-------------------------------
Title:
----------------------------
OAK ASSOCIATES FUNDS
By:
-------------------------------
Title:
----------------------------
