TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AGREEMENT, dated as of this 5th day of August, 1996 between The
Xxxxxxxx Fund (the "Fund"), a Massachusetts business trust having its
principal place of business at First Chicago/NBD Investment Management
Company, 000 Xxxxx Xxxxx, 0xx Xxxxx, Xxxx, Xxxxxxxx 00000 and FIRST DATA
INVESTOR SERVICES GROUP, INC. ("FDISG"), a Massachusetts corporation with
principal offices at 0000 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000.
WITNESSETH
WHEREAS, the Fund is authorized to issue Shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, the Fund initially intends to offer shares in those
Portfolios identified in the attached Schedule of Portfolios, each such
Portfolio, together with all other Portfolios subsequently established by the
Fund shall be subject to this Agreement in accordance with Article 14;
WHEREAS, the Fund, on behalf of the Portfolios, desires to appoint
FDISG as its transfer agent, dividend disbursing agent and agent in connection
with certain other activities and FDISG desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, the Fund and FDISG agree as follows:
Article 1 Definitions.
1.1 Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, or other similar organizational
document as the case may be, of the Fund as the same may be amended
from time to time.
(b) "Authorized Person" shall be deemed to include (i) any
authorized officer of the Fund; or (ii) any person, whether or not
such person is an officer or employee of the Fund, duly authorized to
give Oral Instructions or Written Instructions on behalf of the Fund
as indicated in writing to FDISG from time to time.
(c) "Board of Directors" shall mean the Board of Directors or
Board of Trustees of the Fund, as the case may be.
-1-
(d) "Commission" shall mean the Securities and Exchange
Commission.
(e) "Custodian" refers to any custodian or subcustodian of
securities and other property which the Fund may from time to time
deposit, or cause to be deposited or held under the name or account of
such a custodian pursuant to a Custodian Agreement.
(f) "1934 Act" shall mean the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder, all as amended
from time to time.
(g) "1940 Act" shall mean the Investment Company Act of 1940
and the rules and regulations promulgated thereunder, all as amended
from time to time.
(h) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by FDISG from a person
reasonably believed by FDISG to be an Authorized Person.
(i) "Portfolio" shall mean each separate series of shares
offered by the Fund representing interest in a separate portfolio of
securities and other assets.
(j) "Prospectus" shall mean the most recently dated Fund
Prospectus and Statement of Additional Information, including any
supplements thereto if any, which has become effective under the
Securities Act of 1933 and the 1940 Act.
(k) "Shares" refers collectively to such shares of capital
stock or beneficial interest, as the case may be, or class thereof, of
each respective Portfolio of the Fund as may be issued from time to
time.
(l) "Shareholder" shall mean a record owner of Shares of each
respective Portfolio of the Fund.
(m) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by FDISG to be an Authorized
Person and actually received by FDISG. Written Instructions shall
include manually executed originals and authorized electronic
transmissions, including telefacsimile of a manually executed original
or other process.
Article 2 Appointment of FDISG.
The Fund, on behalf of the Portfolios, hereby appoints and constitutes
FDISG as transfer agent and dividend disbursing agent for Shares of each
respective Portfolio of the Fund and as shareholder servicing agent for the
Fund and FDISG hereby accepts such appointments and agrees to perform the
duties hereinafter set forth.
-2-
Article 3 Duties of FDISG.
3.1 FDISG shall be responsible for:
(a) Administering and/or performing the customary services of a
transfer agent; acting as service agent in connection with dividend
and distribution functions; and for performing shareholder account and
administrative agent functions in connection with the issuance,
transfer and redemption or repurchase (including coordination with the
Custodian) of Shares of each Portfolio, as more fully described in the
written schedule of Duties of FDISG annexed hereto as Schedule A and
incorporated herein, and in accordance with the terms of the
Prospectus of the Fund on behalf of the applicable Portfolio,
applicable law and the procedures established from time to time
between FDISG and the Fund.
(b) Recording the issuance of Shares and maintaining pursuant
to Rule 17Ad-10(e) of the 1934 Act a record of the total number of
Shares of each Portfolio which are authorized, based upon data
provided to it by the Fund, and issued and outstanding. FDISG shall
provide the Fund on a regular basis with the total number of Shares of
each Portfolio 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.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, FDISG shall be under no duty or obligation to inquire into,
and shall not be liable for: (i) the legality of the issuance or sale
of any Shares or the sufficiency of the amount to be received
therefor; (ii) the legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor; (iii) the legality of the
declaration of any dividend by the Board of Directors, or the legality
of the issuance of any Shares in payment of any dividend; or (iv) the
legality of any recapitalization or readjustment of the Shares.
3.2 In addition, the Fund shall (i) identify to FDISG 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 FDISG 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 the reporting of
such transactions to the Fund as provided above.
3.3 FDISG shall provide those print/mail services more fully described
in Schedule B for the fees also set forth in Schedule B.
-3-
3.4 In addition to the duties set forth herein, FDISG shall perform
such other duties and functions, and shall be paid such amounts therefor, as
may from time to time be agreed upon in writing between the Fund and FDISG.
3.5 FDISG agrees to provide the services described herein in
accordance with the Performance Standards annexed hereto as Exhibit 1 of
Schedule A and incorporated herein. Such Performance Standards may be amended
from time to time upon written agreement by the parties.
Article 4 Recordkeeping and Other Information.
4.1 FDISG shall create and maintain all records required of it
pursuant to its duties hereunder and as set forth in Schedule A in accordance
with all applicable laws, rules and regulations, including records required by
Section 31(a) of the 1940 Act. Where applicable, such records shall be
maintained by FDISG for the periods and in the places required by Rule 31a-2
under the 1940 Act.
4.2 To the extent required by Section 31 of the 1940 Act, FDISG agrees
that all such records prepared or maintained by FDISG relating to the services
to be performed by FDISG hereunder are the property of the Fund and will be
preserved, maintained and made available in accordance with such section, and
will be surrendered promptly to the Fund on and in accordance with the Fund's
request.
4.3 In case of any requests or demands for the inspection of
Shareholder records of the Fund, FDISG will endeavor to notify the Fund of
such request and secure Written Instructions as to the handling of such
request. FDISG reserves the right, however, to exhibit the Shareholder records
to any person whenever it is advised by its counsel that it may be held liable
for the failure to comply with such request.
Article 5 Fund Instructions.
5.1 Subject to FDISG meeting its standard of care herein, FDISG will
have no liability when acting upon Written or Oral Instructions believed to
have been executed or orally communicated by an Authorized Person and will not
be held to have any notice of any change of authority of any person until
receipt of a Written Instruction thereof from the Fund.
5.2 At any time, FDISG may request Written Instructions from the Fund
and may seek advice from legal counsel for the Fund, or its own legal counsel,
with respect to any matter arising in connection with this Agreement, and
subject to FDISG meeting its standard of care herein, it shall not be liable
for any action taken or not taken or suffered by it in good faith in
accordance with such Written Instructions or in accordance with the opinion of
counsel for the Fund or for FDISG. Written Instructions requested by FDISG
will be provided by the Fund within a reasonable period of time.
-4-
5.3 FDISG, its officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any person representing
or acting on behalf of the Fund only if said representative is an Authorized
Person. The Fund agrees that all Oral Instructions shall be followed within
one business day by confirming Written Instructions, and that the Fund's
failure to so confirm shall not impair in any respect FDISG's right to rely on
Oral Instructions.
Article 6 Compensation.
6.1 The Fund on behalf of each of the Portfolios will compensate FDISG
for the performance of its obligations hereunder in accordance with the fees
set forth in the written Fee Schedule annexed hereto as Schedule B and
incorporated herein.
6.2 In addition to those fees set forth in Section 6.1 above, the Fund
on behalf of each of the Portfolios agrees to pay, and will be billed
separately for, out-of-pocket expenses incurred by FDISG in the performance of
its duties hereunder. Out-of-pocket expenses shall include, but shall not be
limited to, the items specified in the written schedule of out-of-pocket
charges annexed hereto as Schedule C and incorporated herein. Schedule C may
be modified by written agreement between the parties. Unspecified
out-of-pocket expenses shall be limited to those out-of-pocket expenses
reasonably incurred by FDISG in the performance of its obligations hereunder.
In the event that the cost of unspecified out-of-pocket expenses exceed
one-thousand dollars ($1,000) in any given monthly period, FDISG shall receive
prior approval from the Fund before incurring such expenses.
6.3 The Fund on behalf of each of the Portfolios agrees to pay all
fees and out-of-pocket expenses within thirty (30) days following the receipt
of the respective invoice.
6.4 Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule B, a revised Fee Schedule executed and dated by
the parties hereto.
6.5 The Fund acknowledges that the fees that FDISG charges the Fund
under this Agreement reflect the allocation of risk between the parties,
including the disclaimer of warranties in Section 9.3 and the limitations on
liability and exclusion of remedies in Article 12. Modifying the allocation of
risk from what is stated here would affect the fees that FDISG charges, and in
consideration of those fees, the Fund agrees to the stated allocation of risk.
Article 7 Documents.
In connection with the appointment of FDISG, the Fund shall, on or
before the date this Agreement goes into effect, but in any case within a
reasonable period of time for FDISG to prepare to perform its duties
hereunder, deliver or cause to be delivered to FDISG the documents set forth
in the written schedule of Fund Documents annexed hereto as Schedule D.
-5-
Article 8 Transfer Agent System.
8.1 FDISG shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive design
techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade
secrets, and other related legal rights utilized by FDISG in connection with
the services provided by FDISG to the Fund herein (the "FDISG System").
8.2 FDISG hereby grants to the Fund a limited license to the FDISG
System for the sole and limited purpose of having FDISG provide the services
contemplated hereunder and nothing contained in this Agreement shall be
construed or interpreted otherwise and such license shall immediately
terminate with the termination of this Agreement.
Article 9 Representations and Warranties.
9.1 FDISG represents and warrants to the Fund that:
(a) it is a corporation duly organized, existing and in good
standing under the laws of the Commonwealth of Massachusetts;
(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform this Agreement;
(c) all requisite corporate proceedings have been taken to
authorize it to enter into this Agreement;
(d) it is duly registered with its appropriate regulatory
agency as a transfer agent and such registration will remain in effect
for the duration of this Agreement; and
(e) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
9.2 The Fund represents and warrants to FDISG that:
(a) it is duly organized, existing and in good
standing under the laws of the jurisdiction in which it is
organized;
(b) it is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into this
Agreement;
(c) all corporate proceedings required by said Articles of
Incorporation, By-Laws and applicable laws have been taken to
authorize it to enter into this Agreement;
-6-
(d) a registration statement under the Securities Act of 1933,
as amended, and the 1940 Act on behalf of each of the Portfolios is
currently effective and will remain effective, and all 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;
and
(e) all outstanding Shares are validly issued, fully paid and
non-assessable and when Shares are hereafter issued in accordance with
the terms of the Fund's Articles of Incorporation and its Prospectus
with respect to each Portfolio, such Shares shall be validly issued,
fully paid and non-assessable.
9.3 THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN
THIS AGREEMENT, FDISG DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, MADE TO THE FUND OR ANY OTHER PERSON.
Article 10 Indemnification.
10.1 FDISG shall not be responsible for and the Fund on behalf of each
Portfolio shall indemnify and hold FDISG harmless from and against any and all
claims, costs, expenses (including reasonable attorneys' fees), losses,
damages, charges, payments and liabilities of any sort or kind which may be
asserted against FDISG or for which FDISG may be held to be liable (a "Claim")
arising out of or attributable to any of the following, unless such Claim
resulted from a negligent act or omission to act or bad faith by FDISG in the
performance of its duties hereunder:
(a) any actions of FDISG required to be taken pursuant to this
Agreement;
(b) FDISG's reasonable reliance on, or reasonable use of
information, data, records and documents (including but not limited to
magnetic tapes, computer printouts, hard copies and microfilm copies)
received by FDISG from the Fund, or any authorized third party acting
on behalf of the Fund, including but not limited to the prior transfer
agent for the Fund, in the performance of FDISG's duties and
obligations hereunder;
(c) the reliance on, or the implementation of, any Written or
Oral Instructions or any other instructions or requests of the Fund on
behalf of the applicable Portfolio;
(d) the offer or sales of Shares in violation of any
requirement under the securities laws or regulations of any state that
such Shares be registered in such state or in violation of any stop
order or other determination or ruling by any state with respect to
the offer or sale of such Shares in such state; and
-7-
(e) the Fund's refusal or failure to comply with the terms of
this Agreement, or any Claim which arises out of the Fund's negligence
or misconduct or the breach of any representation or warranty of the
Fund made herein.
10.2 In any case in which the Fund may be asked to indemnify or hold
FDISG harmless, FDISG will notify the Fund promptly after identifying any
situation which it believes presents or appears likely to present a claim for
indemnification against the Fund although the failure to do so shall not
prevent recovery by FDISG and shall keep the Fund advised with respect to all
developments concerning such situation. The Fund shall have the option to
defend FDISG against any Claim which may be the subject of this
indemnification, and, in the event that the Fund so elects, such defense shall
be conducted by counsel chosen by the Fund and reasonably satisfactory to
FDISG, and thereupon the Fund shall take over complete defense of the Claim
and FDISG shall sustain no further legal or other expenses in respect of such
Claim. FDISG will not confess any Claim or make any compromise in any case in
which the Fund will be asked to provide indemnification, except with the
Fund's prior written consent. The obligations of the parties hereto under this
Article 10 shall survive the termination of this Agreement.
10.3 Any claim for indemnification under this Agreement must be made
prior to the earlier of:
(a) one year after the Fund becomes aware of the event
for which indemnification is claimed; or
(b) one year after the earlier of the termination of this
Agreement or the expiration of the term of this Agreement.
10.4 Except for remedies that cannot be waived as a matter of law (and
injunctive or provisional relief), the provisions of this Article 10 shall be
FDISG's sole and exclusive remedy for claims or other actions or proceedings
to which the Fund's indemnification obligations pursuant to this Article 10
may apply.
Article 11 Standard of Care.
11.1 FDISG shall at all times act in good faith and agrees to use its
best efforts within commercially reasonable limits to ensure the accuracy of
all services performed under this Agreement, but assumes no responsibility for
loss or damage to the Fund unless said errors are caused by FDISG's own
negligence, bad faith or willful misconduct or that of its employees, agents
or representatives.
11.2 Each party shall have the duty to use commercially reasonable
efforts to mitigate damages for which the other party may become responsible.
Article 12 Consequential Damages.
-8-
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO THE OTHER FOR ANY
CONSEQUENTIAL DAMAGES.
Article 13 Term and Termination.
13.1 This Agreement shall be effective on the date first written above
and shall continue for a period of three (3) years (the "Initial Term").
13.2 Upon the expiration of the Initial Term, this Agreement shall
automatically renew for successive terms of three (3) years ("Renewal Terms")
each, unless the Fund or FDISG provides written notice to the other of its
intent not to renew. Such notice must be received not less than ninety (90)
days prior to the expiration of the Initial Term or the then current Renewal
Term.
13.3 In the event that any of the Performance Standards listed in
Exhibit 1 of Schedule A are not met by FDISG for two consecutive months the
Fund may provide FDISG with written notice of its intent to terminate this
Agreement. Such termination shall become effective unless FDISG corrects such
failure to meet the identified standards within thirty (30) days of receipt of
such notice. Unless the Fund provides FDISG with written notice of the Fund's
intent to exercise this option under this Section 13.3 within 30 days after
the Fund becomes aware of the occurrence, the Fund shall have waived its
option to terminate under this provision. Notwithstanding the foregoing, the
Fund's right to terminate the Agreement under this Section 13.3 shall not be
effective until after the expiration of two months from the time FDISG begins
providing services hereunder.
13.4 The Fund may terminate this Agreement in the event that the
negligent action or negligent omission to act on the part of FDISG causes
damages to the Fund in excess of one-hundred thousand dollars ($100,000).
"Damages to the Fund" are defined as damages caused by a single event, or
cumulative series of events related to the same matter which generates a
monetary loss. The Fund's right to terminate under this Section 13.4 shall
remain effective in the event FDISG has made the Fund whole with respect to
the damages caused. Unless the Fund provides FDISG with written notice of the
Fund's intent to exercise this option under this Section 13.4 within 30 days
after the Fund becomes aware of the occurrence, the Fund shall have waived its
option to terminate under this provision.
13.5 If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice thereof to the Defaulting
Party, and if such material breach shall not have been remedied within thirty
(30) days after such written notice is given, then the Non-Defaulting Party
may terminate this Agreement by giving thirty (30) days written notice of such
termination to the
-9-
Defaulting Party. If FDISG is the Non-Defaulting Party, its termination of
this Agreement shall not constitute a waiver of any other rights or remedies
of FDISG with respect to services performed prior to such termination or
rights of FDISG to be reimbursed for out-of-pocket expenses. In all cases,
termination by the Non-Defaulting Party shall not constitute a waiver by the
Non-Defaulting Party of any other rights it might have under this Agreement or
otherwise against the Defaulting Party.
13.6 In the event this Agreement is terminated by the Fund pursuant to
Section 13.3, 13.4 or 13.5, all reasonable expenses associated with the
movement of records and materials to a successor transfer agent will be borne
by FDISG and the Fund shall not be responsible for the Unamortized Costs as
defined in Section 13.7 or FDISG's costs associated with such termination. In
the event of a termination pursuant to any other sections, all expenses
associated with conversion will be borne by the Fund.
13.7 The Fund shall have the right to terminate this Agreement at any
time if the Fund reorganizes into another entity, liquidates or otherwise
ceases to exist. In the event the Fund terminates the Agreement pursuant to
this Section 13.7, the Fund shall reimburse FDISG (a) for all unamortized
costs incurred by FDISG associated with the conversion of the Fund to FDISG as
transfer agent (the "Unamortized Costs") and (b) all reasonable costs
associated with such termination. In order to facilitate the calculation of
the payment described in Section 13.7(a), FDISG shall document the total cost
of the Fund's conversion to FDISG (the "Conversion Cost") within sixty (60)
days of conversion. The "Unamortized Costs" shall be defined as the Conversion
Cost minus any reimbursements made by the Fund, or any other entity, to FDISG
to off-set such Conversion Costs. Such amortization shall be straight-line
over three years.
13.8 In the event that the Fund's Co-advisors, First Chicago
Investment Management Company and NBD Bank, or any affiliate of either of
them, acquire a mutual fund complex which includes an in-house-transfer agent,
the Fund shall have the option of terminating this Agreement upon the
following conditions:
(a) such option may only be exercised after expiration of the
first twelve months of this Agreement; and
(b) the Fund must provide FDISG with one-hundred twenty (120)
days prior written notice of its intent to terminate this Agreement
under this Section 13.8; and
(c) prior to such termination, the Fund shall pay to FDISG an
amount equal to twenty-five percent (25%) of FDISG's anticipated "lost
revenue" on the remainder of this Agreement resulting from such
termination. "Lost Revenue" shall mean the total FDISG fee run-rate
(excluding out-of-pocket expenses) representing the average of the
last three months prior to termination times the number of months then
remaining in the Initial Term or the then current Renewal Term; and
-10-
(d) prior to such termination, the Fund shall pay to FDISG the
payment described in Section 13.7 of this Agreement.
Article 14 Additional Portfolios.
In the event that the Fund establishes one or more Portfolios in
addition to those identified in Exhibit 1, with respect to which the Fund
desires to have FDISG render services as transfer agent under the terms
hereof, the Fund shall so notify FDISG in writing. Upon such notification the
parties shall amend Exhibit 1 to include such additional Portfolios and FDISG
shall provide the services to such Portfolios under the same terms as set
forth herein.
Article 15 Confidentiality.
15.1 The parties agree that the Proprietary Information (defined
below) and the contents of this Agreement (collectively "Confidential
Information") are confidential information of the parties and their respective
licensors. The Fund and FDISG shall exercise at least the same degree of care,
but not less than reasonable care, to safeguard the confidentiality of the
Confidential Information of the other as it would exercise to protect its own
confidential information of a similar nature. The Fund and FDISG may use the
Confidential Information only to exercise its rights under this Agreement.
Except as required by law and except as disclosed in the Fund's registration
statement or filed as an exhibit thereto, the Fund and FDISG shall not
duplicate, sell or disclose to others the Confidential Information of the
other, in whole or in part, without the prior written permission of the other
party. The Fund and FDISG may, however, disclose Confidential Information to
its employees who have a need to know the Confidential Information to perform
work for the other, provided that each shall use reasonable efforts to ensure
that the Confidential Information is not duplicated or disclosed by its
employees in breach of this Agreement. The Fund and FDISG may also disclose
the Confidential Information to independent contractors, auditors, and
professional advisors, provided they first agree in writing to be bound by the
confidentiality obligations substantially similar to this Section 15.1.
Notwithstanding the previous sentence, in no event shall either the Fund or
FDISG disclose the Confidential Information to any competitor of the other
without specific, prior written consent.
15.2 Proprietary Information means:
(a) any data or information that is competitively sensitive
material, and not generally known to the public, including, but not
limited to, information about product plans, marketing strategies,
finance, operations, customer relationships, customer profiles, sales
estimates, business plans, and internal performance results relating
to the past, present or future business activities of the Fund or
FDISG, their respective subsidiaries and affiliated companies and the
customers, clients and suppliers of any of them;
-11-
(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords the Fund or FDISG
a competitive advantage over its competitors; and
(c) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object
code, flow charts, databases, inventions, know-how, show-how and trade
secrets, whether or not patentable or copyrightable.
15.3 Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment, prototypes
and models, and any other tangible manifestation of the foregoing of either
party which now exist or come into the control or possession of the other.
Article 16 Force Majeure.
16.1 No party shall be liable for any default or delay in the
performance of its obligations under this Agreement if and to the extent such
default or delay is caused, directly or indirectly, by (i) fire, flood,
elements of nature or other acts of God; (ii) any outbreak or escalation of
hostilities, war, riots or civil disorders in any country, (iii) any act or
omission of the other party or any governmental authority; (iv) any labor
disputes (whether or not the employees' demands are reasonable or within the
party's power to satisfy); or (v) nonperformance by a third party or any
similar cause beyond the reasonable control of such party, including without
limitation, failures or fluctuations in telecommunications or other equipment.
In any such event, the non-performing party shall be excused from any further
performance and observance of the obligations so affected only for as long as
such circumstances prevail and such party continues to use commercially
reasonable efforts to recommence performance or observance as soon as
practicable.
16.2 During the term of this Agreement, at no additional cost to the
Fund, FDISG shall provide a facility capable of being utilized by FDISG to
provide the services covered by this Agreement in case of damage to the
primary facility providing those services (the "Back-Up Facility").
Utilization of the Back-Up Facility by FDISG, including without limitation,
transferring of transfer agency and dividend records of the Fund, shall
commence as soon as practically possible after damage to the primary facility
results in an inability to provide the services described in this Agreement.
Any additional costs in connection with utilizing the Back-Up Facility shall
be at FDISG's expense. After the primary facility has recovered, FDISG shall
again utilize it to provide the services discussed in this Agreement to the
Fund at no additional cost to the Fund.
16.3 In the case of damage to the Fund's primary facility providing
telephone service for the Fund's Shareholders, the Fund, at its own expense,
shall re-route Shareholder telephone calls
-12-
to FDISG and FDISG agrees to handle such calls on behalf of the Fund. FDISG
shall provide this service for a period of three (3) days at no charge to the
Fund, however, the Fund shall assume responsibility for and pay FDISG for any
direct expenses incurred by FDISG. In the event that the Fund desires to
continue such service for a period in excess thereof, the Fund and FDISG shall
mutually agree on the fees to be paid by the Fund to FDISG for such service.
Article 17 Assignment and Subcontracting.
This Agreement, its benefits and obligations shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement may not be assigned or otherwise transferred
by either party hereto, without the prior written consent of the other party,
which consent shall not be unreasonably withheld; provided, however, that
FDISG may assign all its right, title and interest in this Agreement to an
affiliate, parent or subsidiary, provided that in the reasonable judgment of
the Board of Directors of the Fund, acting in its sole discretion, (i) the
financial capacity of such assignee is not materially less than FDISG's; (ii)
the nature and quality of the services to be provided hereunder, including the
Performance Standards set forth in Exhibit 1 of Schedule A, are not materially
adversely affected by such assignment; and (iii) the quality and capabilities
of the personnel and facilities of the assignee are not materially less than
FDISG's. FDISG may, in its sole discretion, engage subcontractors to perform
any non-material or non-substantive obligations contained in this Agreement
that it is otherwise required to perform hereunder, provided however, that
FDISG shall remain responsible for the acts and omissions of such
subcontractors to the same extent as it is hereunder.
Article 18 Notice.
Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or FDISG shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.
To the Fund:
c/o NBD Bank
000 Xxxxx Xxxxx
X.X. Xxx 0000
Xxxx, Xxxxxxxx 00000-0000
(000) 000-0000
ATTN: President
With a copy to:
Xx. Xxxxx Xxxxx
Managing Director
-13-
First Chicago Investment Management Company
Three First National Plaza, Mail Stop 0334
Xxxxxxx, XX 00000
and to
W. Xxxxx XxXxxxxx, III
Drinker Xxxxxx & Xxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxxxx, XX 00000-0000
To FDISG:
First Data Investor Services Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to FDISG's General Counsel
Article 19 Governing Law/Venue.
The laws of the Commonwealth of Massachusetts, excluding the laws on
conflicts of laws, shall govern the interpretation, validity, and enforcement
of this Agreement. All actions arising from or related to this Agreement shall
be brought in the state and federal courts sitting in the City of Boston, and
FDISG and Client hereby submit themselves to the exclusive jurisdiction of
those courts.
Article 20 Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original; but such counterparts shall,
together, constitute only one instrument.
Article 21 Captions.
The captions of this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
Article 22 Publicity.
Neither FDISG nor the Fund shall release or publish news releases,
public announcements, advertising or other publicity relating to this
Agreement or to the transactions
-14-
contemplated by it without the prior review and written approval of the other
party; provided, however, that either party may make such disclosures as are
required by legal, accounting or regulatory requirements after making
reasonable efforts in the circumstances to consult in advance with the other
party.
Article 23 Relationship of Parties/Non-Solicitation.
The parties agree that they are independent contractors and not
partners or co-venturers and nothing contained herein shall be interpreted or
construed otherwise.
Article 24 Entire Agreement; Severability.
24.1 This Agreement, including Schedules, Addenda, and Exhibits
hereto, constitutes the entire Agreement between the parties with respect to
the subject matter hereof and supersedes all prior and contemporaneous
proposals, agreements, contracts, representations, and understandings, whether
written or oral, between the parties with respect to the subject matter
hereof. No change, termination, modification, or waiver of any term or
condition of the Agreement shall be valid unless in writing signed by each
party. No such writing shall be effective as against FDISG unless said writing
is executed by an Executive Vice President or President of FDISG. A party's
waiver of a breach of any term or condition in the Agreement shall not be
deemed a waiver of any subsequent breach of the same or another term or
condition.
24.2 The parties intend every provision of this Agreement to be
severable. If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or invalidity
shall not affect the validity of the remainder of this Agreement. In such
case, the parties shall in good faith modify or substitute such provision
consistent with the original intent of the parties. Without limiting the
generality of this paragraph, if a court determines that any remedy stated in
this Agreement has failed of its essential purpose, then all other provisions
of this Agreement, including the limitations on liability and exclusion of
damages, shall remain fully effective.
24.3 The names "The Xxxxxxxx Funds" and "Trustees of Xxxxxxxx" refer,
respectively, to the trust created and the trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated April 21, 1987, as amended May 1, 1992, which is hereby referred
to and a copy of which is on file at the office of the State Secretary of the
Commonwealth of Massachusetts and at the principal office of Xxxxxxxx. The
obligations of the Fund entered into in the name or on behalf thereof by any
of the trustees, representatives or agents are made not individually, but in
such capacities, and are not binding upon any of the trustees, shareholders or
representatives of the Fund personally, but bind only the trust property, and
all persons dealing with any portfolio of the Fund must look solely to the
trust property belonging to such portfolio for the enforcement of any claims
against the Fund.
-15-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers, as of the day and year first
above written.
THE XXXXXXXX FUNDS
By: /s/ Xxxx X. Xxxxxx, Xx.
-----------------------
Title: Its Chairman
FIRST DATA INVESTOR SERVICES GROUP, INC.
By: /s/ Xxxxx Xxxxx
---------------
Title: Executive VP
-16-
SCHEDULE OF PORTFOLIOS
The Xxxxxxxx Funds
Transfer Agency and Services Agreement
Growth Fund (Capital Growth Fund*)
International Equity Fund
Equity Index Fund
Growth and Value Fund (Growth/Value Fund*)
Intrinsic Value Fund
Mid-Cap Opportunity Fund (Opportunity Fund*)
Equity Income Fund
Small-Cap Opportunity Fund
Bond Fund
Short Bond Fund
Intermediate Bond Fund
Municipal Bond Fund
Michigan Municipal Bond Fund
Intermediate Municipal Bond Fund
Income Fund
International Bond Fund
Money Market Fund
Treasury Money Market Fund
Municipal Money Market Fund (Tax-Exempt Money Market Fund*)
Michigan Municipal Money Market Fund (Michigan Tax-Exempt Money Market Fund*)
Cash Management Fund
U.S. Government Securities Cash Management Fund
Treasury Prime Cash Management Fund
Managed Assets Balanced Fund (Balanced Fund*)
Managed Assets Conservative Fund
Managed Assets Growth Fund
-------
* This is the pre-organization name of the Fund.
-17-
Schedule A
DUTIES OF FDISG
1. Shareholder Information. FDISG shall maintain a record of the
number of Shares held by each Shareholder of record which shall include name,
address, taxpayer identification and which shall indicate whether such Shares
are held in certificates or uncertificated form and shall include historical
information regarding the account of each Shareholder, including dividends and
distributions paid and the date and price for all transactions on a
Shareholder's account; any stop or restraining order placed against a
Shareholder's account; information with respect to withholdings; any
information required in order for FDISG to perform any calculations
contemplated or required by the Agreement to which this is a Schedule (the
"Agreement"); FDISG shall keep a record of all redemption checks and dividend
checks returned by the postal authorities, and shall maintain such records as
are required by the Fund.
2. Shareholder Services. FDISG shall respond as appropriate to all
inquiries and communications from Shareholders relating to Shareholder
accounts with respect to its duties hereunder and as may be from time to time
mutually agreed upon between FDISG and the Fund. Shareholder communication
services shall include a voice response unit ("VRU") capability providing
inquiry based on options. Effective on or before January 1, 1997, the VRU
capabilities shall be enhanced to allow for selected transaction processing.
3. Mailing Communications to Shareholders. At the expense of the Fund,
as set forth in Schedule C, FDISG will address and mail to Shareholders of the
Fund all reports to Shareholders, dividend and distribution notices.
4. Sales of Shares
(a) FDISG shall not be required to issue any Shares of the Fund where
it has received a Written Instruction from the Fund or official notice from
any appropriate authority that the sale of the Shares of the Fund has been
suspended or discontinued. The existence of such Written Instructions or such
official notice shall be conclusive evidence of the right of FDISG to rely on
such Written Instructions or official notice.
(b) In the event that any check or other order for the payment of
money is returned unpaid for any reason, FDISG will endeavor to: (i) give
prompt notice of such return to the Fund or its designee; (ii) place a stop
transfer order against all Shares issued as a result of such check or order;
and (iii) take such actions as FDISG may from time to time deem appropriate.
5. Transfer and Repurchase.
(a) FDISG shall process all requests to transfer or redeem Shares in
accordance with the transfer or repurchase procedures set forth in the Fund's
Prospectus.
-18-
(b) FDISG will transfer or repurchase Shares upon receipt of Oral or
Written Instructions or otherwise pursuant to the Prospectus and Share
certificates, if any, properly endorsed for transfer or redemption,
accompanied by such documents as FDISG reasonably may deem necessary.
(c) FDISG reserves the right to refuse to transfer or repurchase
Shares until it is satisfied that the endorsement on the instructions is valid
and genuine. FDISG also reserves the right to refuse to transfer or repurchase
Shares until it is satisfied that the requested transfer or repurchase is
legally authorized, and it shall incur no liability for the refusal, in good
faith, to make transfers or repurchases which FDISG, in its good judgement,
deems improper or unauthorized, or until it is reasonably satisfied that there
is no basis to any claims adverse to such transfer or repurchase.
(d) When Shares are redeemed, FDISG shall, upon receipt of the
instructions and documents in proper form, deliver to the Custodian and the
Fund or its designee a notification setting forth the number of Shares to be
repurchased. Such repurchased shares shall be reflected on appropriate
accounts maintained by FDISG reflecting outstanding Shares of the Fund and
Shares attributed to individual accounts.
(e) FDISG, upon receipt of the monies paid to it by the Custodian for
the repurchase of Shares, pay such monies as are received from the Custodian,
all in accordance with the procedures described in the written instruction
received by FDISG from the Fund.
(f) FDISG shall not process or effect any repurchase with respect to
Shares of the Fund after receipt by FDISG or its agent of notification of the
suspension of the determination of the net asset value of the Fund.
6. Dividends.
(a) Upon the declaration of each dividend and each capital gains
distribution by the Board of Directors of the Fund with respect to Shares of
the Fund, the Fund shall furnish or cause to be furnished to FDISG Written
Instructions setting forth the date of the declaration of such dividend or
distribution, the ex-dividend date, the date of payment thereof, the record
date as of which Shareholders entitled to payment shall be determined, the
amount payable per Share to the Shareholders of record as of that date, the
total amount payable on the payment date and whether such dividend or
distribution is to be paid in Shares at net asset value.
(b) On or before the payment date specified in such resolution of the
Board of Directors, the Fund will pay to the disbursement account sufficient
cash to make payment to the Shareholders of record as of such payment date.
(c) If the disbursement account does not receive sufficient cash from
the Fund to make total dividend and/or distribution payments to all
Shareholders of the Fund as of the payable
-19-
date, FDISG will notify the Fund. The Fund hereby instructs FDISG to process
dividend and/or distribution payments to all Shareholders of record as of the
payable date regardless of whether sufficient cash is available in the
disbursement accounts. Subject to FDISG meeting its standard of care herein,
the Fund shall be responsible for and shall indemnify and hold FDISG harmless
from all costs asserted by others with respect to the actions of FDISG in
complying with the instruction of the Fund under the foregoing sentence.
7. Reports.
(a) FDISG shall furnish daily reports of transactions in Shares;
furnish monthly reports of transactions in Shares by type (custodial, trust,
Xxxxx, XXX, other) including number of accounts; furnish sales data for blue
sky reporting to the Fund via daily transmission; calculate sales load or
compensation payment, if applicable, and provide such information to the Fund;
calculate dealer commissions for the Fund; mail duplicate confirmations to
dealers of their clients' activity, whether executed through the dealer or
directly with FDISG; provide detail for underwriter or broker confirmations
and other participating dealer shareholder accounting, in accordance with such
procedures as may be agreed upon between the Fund and FDISG; provide
Shareholder lists and statistical information concerning accounts to the Fund;
provide to the Fund or the custodian with timely notification of Fund activity
and such other information as may be agreed upon from time to time between
FDISG and custodian; and at the expense of the Fund in accordance with
Schedule C, provide toll free lines for direct shareholder use, plus customer
liaison staff with on-line inquiry capacity.
(b) In connection with FDISG's obligation to provide detail for
underwriter or broker confirmations and other participating dealer shareholder
accounting, FDISG shall modify and enhance the FDISG System to allow for the
timely transmission of such detail to the Pershing Division of Xxxxxxxxx,
Xxxxxx & Xxxxxxxx Securities Corporation ("Pershing"). Such transmission
capability shall be available on or before September 13, 1996, subject to
successful testing with Pershing.
8. Independent Public Accountants. FDISG shall cooperate with the
Fund's independent public accountants and shall take all reasonable action in
the performance of its obligations under the Agreement to assure that the
necessary information is made available to such accountants for the expression
of their opinion as such may be required by the Fund from time to time.
9. In addition to and neither in lieu nor in contravention of the
services set forth above, FDISG shall: (i) perform all the customary services
of a transfer agent, registrar, dividend disbursing agent and agent of the
dividend reinvestment and cash purchase plan as described herein consistent
with those requirements in effect as at the date of this Agreement. The
detailed definition, frequency, limitations and associated costs (if any) set
out in the attached fee schedule, include but are not limited to: maintaining
all Shareholder accounts, preparing
-20-
Shareholder meeting lists, mailing proxies, tabulating proxies, mailing
Shareholder reports to current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts where applicable, 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.
-21-
Exhibit 1 of Schedule A
PERFORMANCE STANDARDS
FDISG will use a statistical sampling defined below as a percentage of
transactions processed through the Transaction Processing and Quality Control
units of FDISG providing services to the Fund and will track and report to the
Fund on the accuracy of the transactions processed. Examining the sample
against predetermined FDISG criteria for accuracy, FDISG will provide an
accuracy rate as represented by a "percent", measured to the last Friday of
each month from the last Friday of the previous month. The Fund reserves the
right to inspect, or have a third party inspect, the Quality Assurance
Procedures and documentation and all documents reviewed and considered in
determining the accuracy of processing.
Turnaround QC% QA% Accuracy
R=receipt date Standard
I. Transaction Processing
New Accounts
Purchases R 100% 15% 98%
Exchanges R 100% 15% 98%
Transfers R+3 100% 15% 98%
Purchases
Directs R 100% 10% 98%
Wire Orders R 100% 10% 98%
Redemptions
Directs R 100% 10% 98%
Wire Orders R 100% 10% 98%
Exchanges R 100% 10% 98%
Transfers R+3 100% 10% 98%
Adjustments
Priority R+1 100% 10% 98%
Non-Priority R+4 100% 10% 98%
OCF Cancel/Rebill R+1 100% 15% 98%
II. Shareholder Services
Research
Priority R+1 100% 95%
Non-Priority R+4 100% 95%
Transcripts R+9 100% 95%
Correspondence
Priority (Financial) R+3 100% 10% 98%
Non-Priority (Other) R+5 100% 10% 98%
III. Control Deadlines
-22-
[CAPTION]
Fund Accounting Times
Variable Funds Supersheets 10:00am daily
Tax Exempt Money Market Funds Supersheets 12:30pm daily
Taxable Money Market Funds Supersheets 3:30pm daily
Custody Settlements
Net Settlement for Variable Funds 11:00am daily
Net Settlement for Money Market Funds 4:00pm daily
Outgoing Wires 4:30pm daily
Commissions
12B-1 Data to Bisys R+1
Funding to FDISG TBD (to be discussed with Bisys)
Checks Mailed TBD+3
Front End Load Checks R+3
IV. Administration
Duplicate Confirmation R+2 2% 98%
Mailed
Daily Checks Mailed R+1 2% 98%
Periodic Checks Mailed R+2 2% 98%
Daily Confirmations R+2 2% 98%
Mailed
Periodic Statements
Mailed Pre-sort
50% minimum R+3 2% 98%
Remaining R+4 2% 98%
V. Systems
Availability
Monday - Friday 8:00am to 9:00pm* EST 98%
Saturday 11:00am to 10:00pm EST 98%
Sunday 8:00am to 5:00pm EST 98%
* At month-end and periodically for predetermined business reasons,
FSR will come down at 8:00pm.
Transmissions
ACH for NBD Bank DDA cycle - 11:00pm EST 98%
List out remaining transmissions and
determine client standards 98%
FDISG will use a statistical sampling defined categorically in Section I-III
of transactions processed through the Transaction Processing and Quality
Control units of FDISG providing services to the Fund and will track and
report to the Fund on the accuracy of the transaction processed. Examining the
sampling against predetermined FDISG criteria for accuracy, FDISG
-23-
will provide a 98% accuracy rate, measured monthly by their independent
Quality Assurance Department and reported to the Fund by the 20th of the
following month.
This document will be modified by the business areas if conditions are such
that changes are deemed necessary by the Fund and by FDISG.
-24-
Schedule B
Fee Schedule
I. TRANSFER AGENT FEES:
Open Account Sliding Fee Scale
Accounts Annual Fee
-------- ----------
0-80,000 $18.00 per account
80,001-100,000 $16.00 per account
100,001-150,000 $14.00 per account
150,001+ $13.00 per account
Closed Account Fee: $2.00 per account per annum
IMPRESS Software Fees: $3,200 per workstation per annum
Note: IMPRESS Software Fees will be included in
IMPRESS License Software Agreement
Variable Annuity Fees: A flat fee of $1,000 per month will be
charged to support up to 5 variable
annuity funds. The monthly fee will
increase by $500 for each additional
fund.
XXX Maintenance Fees: Retirement account shareholders will be
assessed an annual fee of $10.00 per
fund/account position with a cap of $25
per account number.
New Portfolio Fees: $25,000 per annum minimum for all new
portfolios introduced over the 3 year
contract period.
(Initial 6 have no minimums.)
II. VALUE ADDED SERVICES
Remote Trade Entry: $10,000 per annum for up to 10 workstations
-25-
III. SET UP CHARGES
Voice Response Unit, Cost Basis Accounting, and Remote Trade Entry
$50,000 set up charge
IV. CONVERSION EXPENSE
First Data and First Chicago/NBD Bank have agreed to split the conversion cost
with First Chicago/NBD paying a maximum of $250,000.
V. PRINT/MAIL CHARGES
1. Daily Output
(a) Shareholder Statements:
Base stock, laser printing, folding, inserting and
mailing (excluding postage and envelopes)
Number of Items Per Fund Price
1-3,500 $.135 per image
3,501-10,000 $.125 per image
10,001-and above $.12 per image
Minimum Charge $25.00 per work order
Set up Fee: $15.00 per work order
(b) Combined Statements (Householding multiple statements in one
envelope):
Base stock, laser printing, folding, inserting and
mailing (excluding postage and envelopes)
Number of Items Per Fund Price
1-3,500 $.135 per image
3,501-10,000 $.125 per image
10,001-and above $.12 per image
Minimum Charge $25.00 per work order
-26-
Set up Fee: $15.00 per work order
(c) Combined Exchange Statements (To and from exchange on one
confirm):
Base stock, laser printing, folding, inserting and
mailing (excluding postage and envelopes)
Number of Items Per Fund Price
1-3,500 $.135 per image
3,501-10,000 $.125 per image
10,001-and above $.12 per image
Minimum Charge $25.00 per work order
2. Dividend Output
(a) Shareholder Statements:
Base stock, laser printing, folding, inserting and
mailing (excluding postage and envelopes)
Number of Items Per Fund Price
1-3,500 $.135 per image
3,501-10,000 $.125 per image
10,001-and above $.12 per image
Minimum Charge $25.00 per work order
(b) Dividend Checks:
Base stock, laser printing, folding, inserting and
mailing (excluding postage and envelopes)
Number of Items Per Fund Price
1-3,500 $.179 per image
3,501-10,000 $.169 per image
10,001-and above $.16 per image
Minimum Charge $25.00 per work order
3. Consolidated Statements
Shareholder & Dealer Statements:
Base stock, laser printing, folding, inserting and mailing
(excluding postage and envelopes)
-27-
Number of Items Per Fund Price
1-3,500 $.135 per image
3,501-10,000 $.125 per image
10,001-and above $.12 per image
Minimum Charge $25.00 per work order
Selective Inserting $ .03 per envelope
Charges (minimum $250)
4. On-Request 'Super Select* Statements
Shareholder Statements:
Base stock, laser printing, folding, inserting and mailing
(excluding postage and envelopes)
Number of Items Per Fund Price
1-3,500 $.135 per image
3,501-10,000 $.125 per image
10,001-and above $.12 per image
Minimum Charge $25.00 per work order
Set up Fee: $15.00 per work order
5. New Account Letters
Base stock, laser printing, folding, inserting and mailing
(excluding postage and envelopes)
Number of Items Per Fund Price
1-3,500 $.135 per image
3,501-10,000 $.125 per image
10,001-and above $.12 per image
Minimum Charge $25.00 per work order
Set up Fee: $15.00 per work order
6. T.I.N. Solicitations
-00-
Xxxxx Xxxxxxxxxx, Educational TIN, B-Notice, Second B-notice:
Base stock, laser printing, folding, inserting and
mailing
Number of Items Per Fund Price
1-3,500 $.135 per image
3,501-10,000 $.125 per image
10,001-and above $.12 per image
Minimum Charge $25.00 per work order
(excluding postage and envelopes) $15.00 per work order
7. Wire Order Invoice Statements
Base stock, laser printing, folding, inserting and mailing
Number of Items Per Fund Price
1-3,500 $.135 per image
3,501-10,000 $.125 per image
10,001-and above $.12 per image
Minimum Charge $25.00 per work order
(excluding postage and envelopes) $15.00 per work order
8. Label List Mailings
Cheshire labeling and mail first class $29.00/thousand
Labeling, inserting and mailing $50.00 set up charge
(excludes postage and envelopes)
9. Miscellaneous Services
Charge Per Unit
1 Additional Insert $20 1,000
2 Additional Inserts $40 1,000
3 Additional Inserts $60 1,000
4 Additional Inserts $80 1,000
5 Additional Inserts $100 1,000
6 Additional Inserts $120 1,000
7 Additional Inserts $140 1,000
8 Additional Inserts $160 1,000
Folding $20 1,000
-29-
Manual Processing $25 Per Hour
NOTE: Costs of all materials used are in addition to all prices.
Postage is in addition (50-50 split of postal savings).
-30-
Schedule C
OUT-OF-POCKET EXPENSES
The Fund shall reimburse FDISG monthly for the following applicable
out-of-pocket expenses:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including envelopes, checks and stationery
- Postage (bulk, pre-sort, ZIP+4, barcoding, first class)
direct pass through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs, including all
lease, maintenance and line costs
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and insurance
- Year-end forms and mailings
- Terminals, communication lines, printers and other
equipment and any expenses incurred in connection with
such terminals and lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges
- Federal Reserve charges for check clearance
- Overtime, as approved by the Fund
- Temporary staff, as approved by the Fund
- Travel and entertainment, as approved by the Fund
- Record retention as required by the Fund, retrieval and
destruction costs, including, but not limited to exit fees
charged by third party record keeping vendors
- All Systems enhancements after the conversion at the rate
of $100.00 per hour
The Fund agrees that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with FDISG. In addition, the Fund will
promptly reimburse FDISG for any other unscheduled expenses incurred by FDISG
whenever the Fund and FDISG mutually agree that such expenses are not
otherwise properly borne by FDISG as part of its duties and obligations under
the Agreement.
-31-
Schedule D
Fund Documents
- Certified copy of the Articles of Incorporation of the
Fund, as amended
- Certified copy of the By-laws of the Fund, as amended
- Copy of the resolution of the Board of Directors
authorizing the execution and delivery of this
Agreement
- All account application forms and other documents
relating to Shareholder accounts or to any plan,
program or service offered by the Fund
- Certified list of Shareholders of the Fund with the
name, address and taxpayer identification number of each
Shareholder, and the number of Shares of the Fund held
by each, certificate numbers and denominations (if any
certificates have been issued), lists of any accounts
against which stop transfer orders have been placed,
together with the reasons therefore, and the number of
Shares redeemed by the Fund
- All notices issued by the Fund with respect to the
Shares in accordance with and pursuant to the
Articles of Incorporation or By-laws of the Fund
or as required by law and shall perform such other
specific duties as are set forth in the Articles
of Incorporation including the giving of notice of
any special or annual meetings of shareholders and
any other notices required thereby.
-32-
