Exhibit 99(h)(2)
FORM OF COMBINED AMENDED AND RESTATED
TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of August 13, 2002, by and among The Munder Funds, Inc.
("Company"), on behalf of each of its series, The Munder Funds Trust ("Trust"),
on behalf of each of its series, The Munder Framlington Funds Trust
("Framlington"), on behalf of each of its series, St. Clair Funds, Inc. ("St.
Clair"), on behalf of each of its series, Munder @Vantage Fund ("@Vantage"), and
PFPC Inc. ("Transfer Agent"), a Massachusetts corporation.
WITNESSETH
WHEREAS, the Company, the Trust, Framlington, St. Clair and @Vantage are
each registered as an open-end management investment company under the
Investment Company Act of 1940, as amended ("1940 Act"), and @Vantage is
registered as a closed-end management investment company under the 1940 Act;
WHEREAS, the Company and St. Clair are each Maryland corporations, the
Trust and Framlington are each Massachusetts business trusts, and @Vantage is a
Delaware business trust, each of which is authorized to issue shares in series;
WHEREAS, the current series of each of the Company, the Trust, Framlington,
St. Clair and @Vantage are listed in Exhibit 1 hereto, as amended from time to
time (each a "Fund" and, collectively, the "Funds");
WHEREAS, the Company, on behalf of each of its Funds, the Trust, on behalf
of each of its Funds, Framlington, on behalf of each of its Funds, St. Clair, on
behalf of each of its Funds, and @Vantage on behalf of its Fund, have entered
into a Transfer Agency and Service Agreement with the Transfer Agent, dated June
19, 1995, June 28, 1995, December 31, 1996, February 4, 1997, and August 17,
2000, respectively, each as amended ("Original Agreements");
WHEREAS, the Company, the Trust, Framlington, St. Clair, @Vantage and the
Transfer Agent wish to consolidate and re-state each of the Original Agreements
into this single Agreement, provided that, in doing so, no material change is
made to any provision of the Original Agreements; and
WHEREAS, the parties wish to supplement the terms of the Original
Agreements and incorporate such supplemental provisions into this Agreement to
(i) clarify the Transfer Agent's responsibilities with respect to providing Fund
information through the Internet; (ii) expand the Transfer Agent's
responsibilities with respect to certain individual retirement accounts offered
by the Funds; and (iii) establish the Transfer Agent's duties and obligations
relating to the Funds' anti-money laundering policies and procedures.
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NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and promises hereinafter set forth, the Company, the Trust, Framlington, St.
Clair, @Vantage and the Transfer Agent agree as follows:
1. Definitions. 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, Partnership Agreement, or similar
organizational document as the case may be, of the Company, the Trust,
Framlington, St. Clair or @Vantage, as applicable, as the same may be amended
from time to time.
(b) "Account Inquiry" shall mean any access to the Transfer
Agent's recordkeeping system via IMPRESSNet/R/ initiated by an End-User.
(c) "Authorized Person" shall be deemed to include any person,
whether or not such person is an officer or employee of the Funds duly
authorized to give Oral Instructions or Written Instructions on behalf of the
Funds, as indicated in a certificate furnished to the Transfer Agent pursuant to
Section 4(c) hereof as may be received by the Transfer Agent from time to time.
(d) "Boards of Directors/Trustees" shall mean the Boards of
Directors/Trustees of the Company, the Trust, Framlington, St. Clair or
@Vantage.
(e) "Commission" shall mean the Securities and Exchange
Commission.
(f) "Custodian" refers to any custodian or subcustodian of
securities and other property which the Funds 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.
(g) "End-User" shall mean any Shareholder that accesses the
Transfer Agent's recordkeeping system via IMPRESSNet/R/.
(h) "Financial Planner" shall mean any investment advisor,
broker-dealer, financial planner or any other person authorized to act on behalf
of a Shareholder.
(i) "Financial Transaction" shall mean purchase, redemption,
exchange or any other transaction involving the movement of Shares initiated by
an End-User.
(j) "Fund Home Page" shall mean the Funds' proprietary web site
on the Internet used by the Funds to provide information to their Shareholders
and potential Shareholders.
(k) "Funds" shall mean the entities executing this Agreement, and
each portfolio listed on Exhibit 1 or hereafter created and made subject to this
Agreement in accordance with Section 17, collectively.
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(l) "IMPRESSNet/R/" shall mean the Transfer Agent's proprietary
system consisting of the Secure Net Gateway and the Web Transaction Engine.
(m) "Internet" shall mean the communications network comprised of
multiple communications networks linking education, government, industrial and
private computer networks.
(n) "1940 Act" shall mean the Investment Company Act of 1940, as
amended.
(o) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by the Transfer Agent from a person
reasonably believed by the Transfer Agent to be an Authorized Person.
(p) "Prospectus" shall mean the most recently dated Prospectuses
and Statements of Additional Information of each of the Funds, including any
supplements thereto if any, which have become effective under the Securities Act
of 1933, as amended ("1933 Act") and the 0000 Xxx.
(q) "Secure Net Gateway" shall mean the system of computer
hardware and software and network established by the Transfer Agent to provide
access between the Transfer Agent's recordkeeping system and the Internet.
(r) "Shares" refers collectively to such shares of capital stock
or beneficial interest, as the case may be, of each of the Funds as may be
issued from time to time and, if a Fund is a closed-end or a series Fund, as
such terms are used in the 1940 Act any other classes or series of stock or
shares of beneficial interest that may be issued from time to time.
(s) "Shareholder" shall mean a holder of shares of capital stock
or beneficial interest or any other class or series of a Fund.
(t) "Web Transaction Engine" shall mean the system of computer
hardware and software created and established by the Transfer Agent in order to
enable Shareholders of the Funds to utilize the Internet to access Fund
information and perform account inquiries and transactions.
(u) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by the Transfer Agent to be an Authorized
Person and actually received by the Transfer Agent. Written Instructions shall
include manually executed originals and authorized electronic transmissions,
including telefacsimile of a manually executed original or other process.
2. Appointment of the Transfer Agent. The Funds hereby appoint and
constitute the Transfer Agent as transfer agent, registrar and dividend
disbursing agent for Shares of the Funds
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and as shareholder servicing agent for the Funds. The Transfer Agent accepts
such appointments and agrees to perform the duties hereinafter set forth.
3. Compensation.
(a) The Funds will compensate or cause the Transfer Agent to be
compensated for the performance of its obligations hereunder in accordance with
the fees set forth in the written schedule of fees annexed hereto as Schedule A
and incorporated herein. The Transfer Agent will transmit an invoice to the
Funds as soon as practicable after the end of each calendar month which will be
detailed in accordance with Schedule A, and the Funds will pay to the Transfer
Agent the amount of such invoice within thirty (30) days after the Funds'
receipt of the invoice.
In addition, the Funds agree to pay, and will be billed
separately for, out-of-pocket expenses incurred by the Transfer Agent 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 B and incorporated herein.
Schedule B may be modified by the Transfer Agent upon mutual consent of the
parties hereto. Unspecified out-of-pocket expenses shall be limited to those
out-of-pocket expenses reasonably incurred by the Transfer Agent in the
performance of its obligations hereunder. Reimbursement by the Funds for
expenses incurred by the Transfer Agent in any month shall be made as soon as
practicable but no later than 15 days after the receipt of an itemized xxxx from
the Transfer Agent.
(b) Any compensation agreed to hereunder may be adjusted from
time to time by attaching to Schedule A, a revised fee schedule executed and
dated by the parties hereto.
(c) All compensation payable under this Agreement shall be
adjusted in accordance with any applicable penalties or awards as specified in
Schedule D annexed hereto and incorporated herein.
4. Documents. In connection with the appointment of the Transfer Agent, the
Funds shall deliver or caused to be delivered to the Transfer Agent the
following documents on or before the date this Agreement goes into effect, but
in any case within a reasonable period of time for the Transfer Agent to prepare
to perform its duties hereunder:
(a) If applicable, specimens of the certificates for Shares of
the Funds;
(b) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Funds;
(c) A signature card bearing the signatures of any officer of the
Funds or other Authorized Person who will sign Written Instructions or is
authorized to give Oral Instructions;
(d) A certified copy of the Articles of Incorporation of the
Company, the Trust, Framlington, St. Clair and @Vantage, as amended;
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(e) A certified copy of the By-laws of the Company, the Trust,
Framlington, St. Clair and @Vantage, as amended;
(f) A copy of the resolution of the Boards of Directors
authorizing the execution and delivery of this Agreement;
(g) A certified list of Shareholders of the Funds with the name,
address and taxpayer identification number of each Shareholder, and the number
of Shares of the Funds 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 therefor, and the
number of Shares redeemed by the Funds; and
(h) An opinion of counsel for the Funds with respect to the
validity of the Shares and the status of such Shares under the 1933 Act.
5. Further Documentation. The Funds will also furnish the Transfer Agent
with copies of the following documents promptly after the same shall become
available:
(a) Each resolution of the Boards of Directors/Trustees
authorizing the issuance of Shares;
(b) Any registration statements filed on behalf of the Funds and
all pre-effective and post-effective amendments thereto filed with the
Commission;
(c) A certified copy of each amendment to the Articles of
Incorporation or the By-Laws of the Company, the Trust, Framlington, St. Clair
and @Vantage;
(d) Certified copies of each resolution of the Boards of
Directors/Trustees or other authorization designating Authorized Persons; and
(e) Such other certificates, documents or opinions as the
Transfer Agent may reasonably request in connection with the performance of its
duties hereunder.
6. Representations of the Funds. Each Fund represents to the Transfer Agent
that all of its outstanding Shares are validly issued, fully paid and
non-assessable. When Shares of a Fund are hereafter issued in accordance with
the terms of its Articles of Incorporation and Prospectus, such Shares shall be
validly issued, fully paid and non-assessable.
7. Structure of the @Vantage Fund. The Transfer Agent understands that the
@Vantage Fund is organized and structured as a close-end, interval fund pursuant
to Rule 23c-3 under the 1940 Act, and that the @Vantage Fund intends to make
quarterly repurchase offers commencing prior to approximately six months from
the date the @Vantage Fund's registration statement is declared effective by the
Commission, as described in the @Vantage Fund's Prospectus.
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8. Distributions Payable in Shares. In the event that a Board of
Directors/Trustees shall declare a distribution payable in Shares with respect
to a Fund, the Fund shall deliver or cause to be delivered to the Transfer Agent
written notice of such declaration signed on behalf of the Fund, by any officer
thereof, upon which the Transfer Agent shall be entitled to rely for all
purposes, certifying (i) the identity of the Shares involved, (ii) the number of
Shares involved, and (iii) that all appropriate action has been taken.
9. Duties of the Transfer Agent. The Transfer Agent shall be responsible
for administering and/or performing those functions typically performed by a
transfer agent; for 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
in accordance with the terms of the Prospectus, applicable law and this
Agreement including without limitation, those duties specified in Schedule C
attached hereto. In addition, the Funds shall deliver to the Transfer Agent all
notices issued by the Funds with respect to the Shares in accordance with and
pursuant to the Articles of Incorporation or By-Laws of the Company, the Trust,
Framlington, St. Clair and @Vantage, as applicable, or as required by law and
shall perform such other specific duties as are set forth in the Articles of
Incorporation of the Company, the Trust, Framlington, St. Clair and @Vantage, as
applicable, including the giving of notice of any special or annual meetings of
shareholders and any other notices required thereby.
10. Record Keeping and Other Information. The Transfer Agent shall create
and maintain all records required of it pursuant to its duties hereunder and as
set forth in Schedule C in accordance with all applicable laws, rules and
regulations, including records required by Section 31(a) of the 1940 Act. All
such records shall be the property of the Funds, and shall be available during
regular business hours for inspection, copying and use by the Funds. Where
applicable, such records shall be maintained by the Transfer Agent for the
periods and in the places required by Rule 31a-2 under the 1940 Act. Upon
termination of this Agreement, the Transfer Agent shall deliver all such records
to the Funds, or such person as the Funds may designate.
Upon reasonable notice by the Funds, the Transfer Agent shall make
available during regular business hours such of its facilities and premises
employed in connection with the performance of its duties under this Agreement
for reasonable visitation by the Funds, or any person retained by the Funds as
may be necessary for the Funds to evaluate the quality of the services performed
by the Transfer Agent pursuant hereto.
11. Other Duties. In addition to the duties set forth in Schedule C, the
Transfer Agent 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 Funds and the Transfer Agent. The compensation for such other duties
and functions shall be reflected in a written amendment to Schedule A or B and
the duties and functions shall be reflected in an amendment to Schedule C, both
dated and signed by authorized persons of the parties hereto.
12. Reliance by Transfer Agent; Instructions.
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(a) Provided the standard of care in Section 14 has been met, the
Transfer Agent 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 a
Fund pursuant to Section 4(c). Provided the standard of care in Section 14 has
been met, the Transfer Agent will also have no liability when processing Share
certificates which it reasonably believes to bear the proper manual or facsimile
signatures of the officers of a Fund and the proper countersignature of the
Transfer Agent.
(b) At any time, the Transfer Agent may apply to any Authorized
Person of the Funds for Written Instructions and may seek advice from legal
counsel for the Funds, or its own legal counsel, with respect to any matter
arising in connection with this Agreement, and provided the standard of care in
Section 14 has been met, 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 Funds or for
the Transfer Agent. Written Instructions requested by the Transfer Agent will be
provided by the Funds within a reasonable period of time. In addition, the
Transfer Agent, 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 Funds only if said representative is an Authorized
Person. The Funds agree that all Oral Instructions shall be followed within one
business day by confirming Written Instructions, and that failure to so confirm
by the Funds shall not impair in any respect the Transfer Agent's right to rely
on Oral Instructions. The Transfer Agent shall have no duty or obligation to
inquire into, nor shall the Transfer Agent be responsible for, the legality of
any act done by it upon the request or direction of a person reasonably believed
by the Transfer Agent to be an Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent 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 a Board
of Directors/Trustees, 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.
13. Acts of God, etc. The Transfer Agent will not be liable or responsible
for delays or errors by acts of God or by reason of circumstances beyond its
control, including acts of civil or military authority, national emergencies,
labor difficulties, mechanical breakdown, insurrection, war, riots, acts of
terrorism or failure or unavailability of transportation, communication or power
supply, fire, flood or other catastrophe.
In the event of equipment failures beyond the Transfer Agent's
control, the Transfer Agent shall, at no additional expense to the Funds, take
reasonable steps to minimize service interruptions but shall have no liability
with respect thereto. The foregoing obligation shall not extend to computer
terminals located outside of premises maintained by the Transfer Agent. The
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Transfer Agent shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available.
14. Duty of Care and Indemnification. The Transfer Agent shall be obligated
to exercise care and diligence and to act in good faith and to use its best
efforts within commercially reasonable limits to insure the accuracy and
completeness of all services performed under this Agreement. The Funds will
indemnify and defend the Transfer Agent against and hold it harmless from any
and all losses, claims, damages, liabilities or expenses of any sort or kind
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit or other proceeding (a "Claim") arising directly or
indirectly from any action or thing which the Transfer Agent takes or does or
omits to take or do (i) at the request or on the direction of or in reliance on
the advice of the Funds; (ii) upon Oral or Written Instructions; (iii) in
reliance on any records or documents received from the Funds or any Agent of the
Funds, including the prior transfer agent; (iv) under the terms of this
Agreement; and (v) the offer or sale of Shares in violation of any requirement
under Federal or State Securities Laws, provided that neither the Transfer Agent
nor any of its nominees or sub-contractors shall be indemnified against any
liability to the Funds or to their Shareholders (or any expenses incident to
such liability) arising out of the Transfer Agent's or such nominee's or such
sub-contractor's own willful misfeasance, bad faith or negligence or reckless
disregard of its duties in connection with the performance of its duties and
obligations specifically described in this Agreement.
In any case in which the Funds may be asked to indemnify or hold the
Transfer Agent harmless, the Funds shall be advised of all pertinent facts
concerning the situation in question. The Transfer Agent will notify the Funds
promptly after identifying any situation which it believes presents or appears
likely to present a claim for indemnification against the Funds although the
failure to do so shall not prevent recovery by the Transfer Agent except and to
the extent the Funds have been prejudiced thereby. The Funds shall have the
option to defend the Transfer Agent against any Claim which may be the subject
of this indemnification, and, in the event that the Funds so elect, such defense
shall be conducted by counsel chosen by the Funds and reasonably satisfactory to
the Transfer Agent, and thereupon the Funds shall take over complete defense of
the Claim and the Transfer Agent shall sustain no further legal or other
expenses in respect of such Claim. The Transfer Agent will not confess any Claim
or make any compromise in any case in which the Funds will be asked to provide
indemnification, except with the prior written consent of the Funds. The
obligations of the parties hereto under this Section shall survive the
termination of this Agreement.
15. Consequential Damages. In no event and under no circumstances shall any
party under this Agreement be liable to another party for consequential or
indirect loss of profits, reputation or business or any other special damages
under any provision of this Agreement or for any act or failure to act
hereunder.
16. Term and Termination.
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(a) Subject to the provisions for termination provided in
subparagraphs (b), (c) and (d) of this Section 16, this Agreement shall be
effective as of the date first written above with respect to the Funds listed in
Exhibit 1 as of such date and shall continue until June 1, 2005. Subject to the
provisions for termination provided in subparagraphs (b), (c) and (d) of this
Section 16, following the end of the current term, this Agreement shall
automatically renew for successive annual terms, unless the Company, the Trust,
Framlington, St. Clair or @Vantage, as applicable, or the Transfer Agent
provides written notice of its intent not to renew. Such notice must be received
not less than one hundred twenty (120) days and not more than one hundred eighty
(180) days prior to the expiration of the then current term.
(b) The Transfer Agent represents that it is currently registered
with the appropriate Federal agency for the registration of transfer agents, and
that it will remain so registered for the duration of this Agreement. The
Transfer Agent agrees that it will promptly notify the Funds in the event of any
material change in its status as a registered Transfer Agent. Should the
Transfer Agent fail to be registered with the appropriate Federal agency as a
transfer agent at any time during this Agreement, the Company, the Trust,
Framlington, St. Clair or @Vantage, as applicable, may, on written notice to the
Transfer Agent, immediately terminate this Agreement.
(c) The Transfer Agent has committed to perform its duties under
this Agreement in a manner consistent with certain performance standards. As
more fully described in and subject to such conditions specified in the attached
Schedule D, in the event of a Performance Failure, the Company, the Trust,
Framlington, St. Clair or @Vantage, as applicable, may, on written notice to the
Transfer Agent, immediately terminate this Agreement.
(d) If the Transfer Agent breaches its duty of care set forth in
Section 14 and such breach is not cured within ninety (90) days after written
notice of the breach has been received by the Transfer Agent, the Company, the
Trust, Framlington, St. Clair or @Vantage, as applicable, may terminate this
Agreement.
(e) Upon termination of this Agreement and (unless this Agreement
is terminated pursuant to subparagraph (b), (c) or (d) of this Section 15) at
the expense of the Funds, the Transfer Agent will deliver to such successor a
certified list of shareholders of the Funds (with names and addresses), and all
other relevant books, records, correspondence and other records or data of the
Funds in the possession of the Transfer Agent, and the Transfer Agent will
cooperate with the Funds and any successor transfer agent or agents in the
substitution process.
17. Confidentiality & Privacy.
(a) All parties hereto agree that any non-public information
obtained hereunder concerning the other parties is confidential and may not be
disclosed to any other person without the consent of the non-disclosing party,
except as may be required by applicable law or at the request of the Commission
or other governmental agency. The Transfer Agent agrees that it shall not use
any non-public information for any purpose other than performance of its duties
or obligations hereunder. The obligations of the parties under this Section
shall survive the
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termination of this Agreement. The parties further agree that a breach of this
Section would irreparably damage the non-disclosing party and accordingly agree
that each of them is entitled, without bond or other security, to an injunction
or injunctions to prevent breaches of this provision. Without limiting the
foregoing, the Transfer Agent agrees on behalf of itself and its nominees,
sub-contractors and employees to treat confidentially all records and other
information relative to the Funds and their prior, present or potential
Shareholders.
(b) The parties agree that any Nonpublic Personal Information, as
defined under Section 248.3(t) of Regulation S-P ("Regulation S-P"), promulgated
under the Xxxxx-Xxxxx-Xxxxxx Act ("Act"), disclosed by a party hereunder is for
the specific purpose of permitting the other party to perform the services set
forth in this Agreement. Each party agrees that, with respect to such
information, it will comply with Regulation S-P and the Act and that it will not
disclose any Nonpublic Personal Information received in connection with this
Agreement, to any other party, except to the extent as necessary to carry out
the services set forth in this Agreement or as otherwise permitted by law or
regulation. The Transfer Agent agrees to adopt policies and procedures that
address administrative, technical and physical safeguards for the protection of
information of consumers or customers of the Funds. The Transfer Agent agrees to
adopt policies and procedures that address administrative, technical and
physical safeguards for the protections of Information of consumers or customers
of the Fund.
18. Additional Portfolios. In the event that the Company, the Trust,
Framlington, St. Clair or @Vantage establishes one or more portfolios in
addition to those identified in Exhibit 1 to this Agreement, as amended from
time to time, with respect to which the Funds desire to have the Transfer Agent
render services as transfer agent under the terms hereof, the Funds shall so
notify the Transfer Agent in writing, and if the Transfer Agent agrees in
writing to provide such services, Exhibit 1 shall be amended to include such
additional portfolios.
19. Amendment. This Agreement may only be amended or modified by a written
instrument executed by all parties.
20. Subcontracting. On thirty (30) days prior written notice to the Funds,
the Transfer Agent may assign its rights and delegate its duties hereunder to
any wholly-owned direct or indirect subsidiary of PFPC Inc, or The PNC Financial
Services Group, Inc., provided that (i) the delegate agrees with the Transfer
Agent to comply with all relevant provisions of the 1940 Act; (ii) the Transfer
Agent and such delegate shall promptly provide such information as the Funds may
request, and respond to such questions as the Funds may ask, relative to the
delegation, including (without limitation) the capabilities of the delegate; and
(iii) the delegation of such duties shall not relieve the Transfer Agent of any
of its duties hereunder.
21. Miscellaneous.
(a) Notices. Any notice or other instrument authorized or
required by this Agreement to be given in writing to the Funds or the Transfer
Agent, 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.
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To the Funds:
The Munder Funds
000 Xxxxxx Xxxxxx - Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Attn: General Counsel
To the Transfer Agent:
PFPC Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to: the Transfer Agent's General Counsel (same address)
(b) Successors. This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective successors.
(c) Governing Law. This Agreement shall be governed exclusively
by the laws of the Commonwealth of Massachusetts without reference to the choice
of law provisions thereof.
(d) 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.
(e) Captions. The captions of 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) Use of Transfer Agent's Name. The Funds shall not use the
name of the Transfer Agent in any Prospectus, Statement of Additional
Information, shareholders' report, sales literature or other material relating
to Funds in a manner not approved prior thereto in writing, provided, that the
Transfer Agent need only receive notice of all reasonable uses of its name which
merely refer in accurate terms to its appointment and services hereunder or
which are required by any Government agency or applicable law or rule.
(g) Use of the Funds' Names. The Transfer Agent shall not use the
names of the Funds or material relating to the Funds on any documents or forms
for other than internal use in a manner not approved prior thereto in writing,
provided, that the Funds need only receive notice of all reasonable uses of
their name, which merely refer in accurate terms to the appointment of the
Transfer Agent or which are required by any government agency or applicable law
or rule.
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(h) Independent Contractors. The parties agree that they are
independent contractors and not partners or co-venturers.
(i) Entire Agreement; Severability. This Agreement and the
Schedules and Exhibits attached hereto constitute the entire agreement of the
parties hereto relating to the matters covered hereby and supersede any previous
agreements. If any provision is held to be illegal, unenforceable or invalid for
any reason, the remaining provisions shall not be affected or impaired thereby.
(j) Liability of Massachusetts Business Trusts. The names "The
Munder Funds Trust" and "The Munder Framlington Funds Trust" refer respectively
to the "Trusts" created under a Declaration of Trust dated August 30, 1989 (with
respect to The Munder Funds Trust) and a Declaration of Trust dated October 30,
1996 (with respect to The Munder Framlington Funds Trust). A copy of each
Declaration of Trust is on file at the office of the Secretary of The
Commonwealth of Massachusetts and at the principal office of the Trusts. The
obligations of The Munder Funds Trust and The Munder Framlington Funds Trust
entered into on behalf of a Trust by any of the Trustees, officers,
representatives or agents are made not individually, but in such representative
capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives or agents of that Trust personally, but bind only the
respective Trust property, and all persons dealing with any class of shares of
the Trust must look solely to the Trust property belonging to such class for the
enforcement of any claims against that Trust.
(k) Separate Agreements. The parties affirm and agree that this
Agreement shall be enforced as a separate individual agreement as between the
Transfer Agent and each of the Company, the Trust, Framlington, St. Clair and
@Vantage. Each such trust or corporation shall be responsible only for its
assets and liabilities, and nothing in this Agreement shall be interpreted to
combine any obligations of, or claims against one trust or corporation with
those of any other trust or corporation.
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 MUNDER FUNDS, INC.
THE MUNDER FUNDS TRUST
THE MUNDER FRAMLINGTON FUNDS TRUST
ST. CLAIR FUNDS, INC.
MUNDER @VANTAGE FUND
By:
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Name:
----------------------------
Title:
---------------------------
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PFPC INC.
By:
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Name:
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Title:
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13
Exhibit 1
LIST OF PORTFOLIOS
dated as of August 20, 2002
The Munder Funds, Inc.
Munder Bio(Tech)/2/ Fund
Munder International Bond Fund
Munder Fund of Funds
Munder Future Technology Fund
Munder Large-Cap Growth Fund
Munder Micro-Cap Equity Fund
Munder MidCap Select Fund
Munder Money Market Fund
Munder Multi-Season Growth Fund
Munder NetNet Fund
Munder Power Plus Fund
Munder Real Estate Equity Investment Fund
Munder Small-Cap Value Fund
The Munder Framlington Funds Trust
Munder Emerging Markets Fund
Munder Healthcare Fund
Munder International Growth Fund
The Munder Funds Trust
Munder Balanced Fund
Munder Bond Fund
Munder Cash Investment Fund
Munder Index 500 Fund
Munder Intermediate Bond Fund
Munder International Equity Fund
Munder Large-Cap Value Fund
Munder Michigan Tax-Free Bond Fund
Munder Small Company Growth Fund
Munder Tax-Free Bond Fund
Munder Tax-Free Money Market Fund
Munder Tax-Free Short-Intermediate Bond Fund
Munder U.S. Government Income Fund
Munder U.S. Treasury Money Market Fund
St. Clair Funds, Inc.
Liquidity Plus Money Market Fund
Munder Institutional Government Money Market Fund
Munder Institutional Money Market Fund
Munder Institutional S&P 500 Equity Index Fund
Munder Institutional S&P MidCap Equity Index Fund
Munder Institutional S&P SmallCap Equity Index Fund
Munder @Vantage Fund
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Schedule A
TRANSFER AGENT FEES
1. RETAIL FUND PER ACCOUNT FEES: (applies to all portfolios of The Munder
Funds Trust, The Munder Funds Inc., The Munder Framlington Funds Trust, and
Munder @Vantage Fund, plus the Liquidity Plus Money Market Fund series of
St. Clair Funds, Inc.)
Per Account Fee: $23.75 per open non-NSCC Networked account per year
$12.00 per open NSCC Networked account per year
$1.75 per closed account per year (any account closed within a month
is considered an open account until the following month)
Annual Minimum: $40,000.00 per portfolio
Other Fees: The Transfer Agent shall collect an annual fee of $10.00 per global
account from each shareholder holding an XXX account (excluding
Consumer's Energy Group)
NSCC Transaction Charge is $.15 per financial transaction
2. INSTITUTIONAL FUND FEE STRUCTURE (applies to all portfolios of St. Clair
Funds, Inc., excluding Liquidity Plus Money Market Fund)
Asset Based Fees: 3.50 Basis Points for assets *$5 billion
2.50 Basis Points for assets $5 billion - $9 billion
2.00 Basis Points for assets ** $9 billion
Other Fees: XXX accounts will be charged $10.00 per global account per annum
(excluding Consumer's Energy Group)
NSCC Transaction Charge is $.15 per financial per annum transaction
3. SYSTEM ENHANCEMENTS: Client defined system enhancements will be agreed upon by the
Transfer Agent and the Funds and billed at a rate of $150.00 per hour.
All programming rates are subject to an annual 5% increase after
January 1, 2003.
* Less than
** More than
4. LOST SHAREHOLDER SEARCH/ REPORTING:
$2.75 per account search*
*The per account search fee shall be waived until January 2001 so long
as the Fund retains Xxxxx Tracers, Inc. ("KTI") to provide the Fund
with KTI's "In-Depth Research Program" services.
5. PRINT MAIL
A. PRICING SCHEDULE FOR SPECIAL MAILINGS FOR MUNDER GROUP OF FUNDS
This pricing is based on appropriate notification (standard of 30-day
notification) and scheduling for special mailings. Scheduling requirements
include having collateral arrive at agreed upon times in advance
15
of deadlines. Mailings which arise with shorter time frames and turns will
be billed at a maximum premium of 50% based on turn around requirements.
Work Order: $30.00 per Workorder
Technical Support/Data Processing:
$135.00 to create an admark tape
$10.00/K to zip + 4 data enhance with $125.00 minimum
$80.00/hr for any data manipulation
$6.00/K combo charge
Admark & Machine Insert
#10, #11, 6x9
$62/K to admark envelope and machine insert 1 piece, with $125.00 min
$2.50/K for each additional insert
$38/K to admark only with $75.00 minimum
$25.00/X xxxx sort
9x12
$100/K to admark envelope and machine insert 1 piece, with $125.00 min
$5.00/K for each additional insert
$38/K to admark only with $75.00 minimum
$0.08 for each hand insert
Admark & Hand Insert
#10, #11, 6x9
$0.08 for each hand insert
$25.00/X xxxx sort
9x12
$0.09 for each hand insert
$25.00/X xxxx sort
Pressure/Sensitive Labels:
$0.32 each to create, affix and hand insert 1 piece, with a $75.00 minimum
$0.08 for each hand insert
$0.10 to affix labels only
$0.10 to create labels only
Legal Drop (Semi/Annual Reports; mailing ten plus pieces)
$150.00 / compliant legal drop per job and processing fees
Create Mailing List: $0.40 per entry with $75.00 minimum
Presort Fee: $0.035 per piece
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B. Pricing Schedule For Munder Group of Funds
Daily Work (Confirms):
Hand: $71/K with $50.00 minimum (includes 1 insert)
$0.07/each additional insert
Machine: $42/K with $50.00 minimum (includes 1 insert)
$0.01/each additional insert
Daily Checks:
Hand: $91/K with $50.00 minimum daily (includes 1 insert)
$0.08/each additional insert
Machine: $52/K with $50.00 minimum (includes 1 insert)
$0.01/each additional insert
* There is a $3.00 charge for each 3606 Form sent.
Quarterly/Monthly Statements:
Hand: $78/K with $50.00 minimum (includes 1 insert)
$0.08/each additional insert
$125/K for intelligent inserting
Machine: $52/K with $50.00 minimum (includes 1 insert)
$0.01 each additional insert
$58/K for intelligent inserting
Periodic Checks (i.e. dividend, ACW):
Hand: $91/K with $75.00 minimum (includes 1 insert)
$0.08/each additional insert
Machine: $52/K with $75.00 minimum (includes 1 insert)
$0.01/each additional insert
12b-1/Dealer Commission Checks/Statements: $0.78/each envelope with $100.00
minimum
Printing Charges: (price ranges dependent on volumes)
$0.08/per confirm/statement/page
$0.10/per check
Folding (Machine): $18/K
Folding (Hand): $0.12 each
Presort Charge: $0.035 per piece
Courier Charge: $15.00 for each on call courier trip/or actual cost for
on demand
Overnight Charge: $3.50 per package service charge plus Federal
Express/Airborne charge
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Inventory Storage: $20.00 for each inventory location as of the 15th of the
month
Inventory Receipt: $20.00 for each SKU / Shipment
Hourly work; special projects, opening envelopes, etc... $24.00 per hour
Special Pulls: $2.50 per account pull
Boxes/Envelopes: Shipping boxes $0.85 each
Oversized Envelopes $0.45 each
Forms Development/Programming Fee: $150.00/hour
Systems Testing: $85.00/hour
Cutting Charges: $10.00/K
6. Miscellaneous Charges. The Fund shall be charged for the following products
and services as applicable:
. Ad hoc reports
. Ad hoc SQL time
. Banking Services
. COLD Storage
. Digital Recording
. Microfiche/microfilm production
. Magnetic media tapes and freight
. Pre-Printed Stock, including business forms, certificates,
envelopes, checks and stationary
Fee Adjustments. The Transfer Agent may adjust the per account fees and the
print mail fees once per calendar year, upon thirty (30) days prior written
notice in an amount not to exceed the cumulative percentage increase in the
Consumer Price Index for All Urban Consumers (CPI-U) U.S. City Average, All
items (unadjusted) - (1982-84=100), published by the U.S. Department of Labor
since the last such adjustment in the Client's monthly fees (or the Effective
Date absent a prior such adjustment).
7. DAZL Fees
Set-up Fee: $5,000.00 (waived)
$1,000.00 per month plus $0.25 per record transmitted
($0.15/price record)
8. AUDIO VRU
Ongoing monthly fees: Per call: $0.10
Per minute in VRU: $0.29
Monthly maintenance: $500.00*
*The monthly maintenance fee includes: hardware and software upgrades and
on call support Also, the voice recording will be billed out at $150.00 per
hour
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9. IMPRESSNet/R/ Fees
1. Transaction Costs:
. Account Inquiry $.10 per inquiry
. Financial Transactions $.50 per transaction
2. Hardware Maintenance Fee Including Hardware and Software:
$50,000 per annum
. Does not include client hardware and software requirements. That is an
out-of-pocket expense for the client
. Installation of hardware is billed as time and materials
. Does not include third party hardware and software maintenance
agreements
. Does not include hardware upgrades
3. Customized Development: $150 per hour
4. Call Center Services for Registration (one-time): $2.50 per call
5. Network Fee (one-time): $2,100
6. PIN Registration and Lost PIN Replacement: $1.50 per call
In addition, the Funds will pay to the Transfer Agent such fees payable by
the Transfer Agent to AdvisorCentral, LLC under a Web Portal Agreement
dated , 2002, for providing financial planner access to Fund and
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related Shareholder information via the Internet.
10. DCXchange(R) Fees:
The Funds agree to pay or cause to be paid to PFPC an annual fee of $15 per
Plan Participant sub-account ("Sub-Account") maintained by PFPC and
invested in Class A shares of the Funds listed on Exhibit 1, provided,
however, effective September 9, 2002, the annual fee for Sub-Accounts
invested in the Index 500 Fund shall be $5 per Sub-Account; and there shall
be no annual fee payable for Sub-Accounts invested in the Money Market
Funds. No fee shall be payable with respect to any Sub-Account which is not
actively funded during the period.
The Funds agree to pay or cause to be paid all fees within thirty (30) days
following the receipt of a notice from PFPC that is accompanied by a
statement showing the calculation of the fee. Notwithstanding the
foregoing, the Funds may request back-up documentation that supports the
fee calculation within fifteen (15) days after receipt of the billing
notice. The Funds' review of the back-up documentation shall not exceed
fifteen (15) business days.
11. CBA:
Set Up Fee: $38,400
Annual per account for all eligible accounts $0.30 per year
Programming Costs: $80.00 per hour
12. Small Account Fee:
Once per quarter on such dates as specified by the Funds, the Transfer
Agent shall collect a small account fee (the "Small Account Fee") of $6.00
per account per Fund from certain shareholder accounts identified by the
Funds each quarter. The Transfer Agent shall retain the Small Account Fees
collected and, in the
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next invoice submitted to the Funds for payment, apply such amount as a
credit against transfer agency fees otherwise payable by the Funds.
13. AML Fees:
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Number of Open Accounts Annual Fee
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1,000,000 + $50,000
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500,000 - 999,999 $35,000
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100,000 - 499,999 $26,000
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50,000 - 99,999 $13,000
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10,000 - 49,999 $ 6,000
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100 - 9,999 $ 3,000
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14. Retirement Plan Document Fees:
The Transfer Agent shall provide the Funds with prototype documents and
related updates in compliance with all applicable provisions of the
Internal Revenue Code and related regulations:
$500 per year - XXX - Traditional (includes SEP)
$500 per year - XXX - Xxxx
$500 per year - XXX - Simple
$500 per year - Xxxxxxxxx ESA (formerly known as the Education XXX)
$750 per year - Non ERISA 403(b)(7) (for salary reduction contributions only)
$750 per year - Money Purchase (multi participant / flexible plan documents)
$750 per year - Profit Sharing (multi participant / flexible plan documents)
$750 per year - EZk (developed for a single participant/Owner Only with income below $160,000)
Except with respect to fees for DCXchange(R) services, the Transfer Agent will
provide an invoice for the fees described in this Schedule A as soon as
practicable after the end of each calendar month. The Fund agrees to pay to the
Transfer Agent the amounts so billed by Federal Funds Wire within thirty (30)
business days after the Fund's receipt of the invoice. In addition, with respect
to all fees, the Transfer Agent may charge a service fee equal to the lesser of
(i) one and one half percent (1-1/2%) per month or (ii) the highest rate legally
permitted on any past due invoiced amounts.
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Schedule B
OUT-OF-POCKET EXPENSES
Each Fund shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses, including, but not limited to the following items:
. Postage (bulk, pre-sort, ZIP+4, bar coding, first class) direct pass
through to the Fund
. Telephone and telecommunication costs, including all lease,
maintenance and line costs
. Proxy solicitations, mailings and tabulations
. Shipping, Certified and Overnight mail and insurance
. Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
. Duplicating services
. Distribution and Redemption Check Issuance
. Courier services
. 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, retrieval and destruction costs, including, but not
limited to exit fees charged by third party recordkeeping vendors
. Third party audit reviews
. Insurance
Each Fund agrees that postage and mailing expenses will be paid on the day
of or prior to mailing as agreed with the Transfer Agent. In addition, each Fund
will promptly reimburse the Transfer Agent for any other unscheduled expenses
incurred by the Transfer Agent whenever the Fund and the Transfer Agent mutually
agree that such expenses are not otherwise properly borne by the Transfer Agent
as part of its duties and obligations under the Agreement.
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Schedule C
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent or its agent shall maintain
a record of the number of Shares held by each holder of record which shall
include name, address, taxpayer identification and which shall indicate whether
such Shares are held in certificates or uncertificated form, and if in
certificated form shall include certificate numbers and denominations;
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; any correspondence relating to the current maintenance of
a Shareholder's account; information with respect to withholdings; and, any
information required in order for the Transfer Agent to perform any calculations
contemplated or required by its Agreement with the Funds. The Transfer Agent
shall keep a record of all redemption checks and dividend checks returned by
postal authorities, and shall maintain such records as are required for the
Funds to comply with the escheat laws of any State or other authority; shall
keep a record of all redemption checks and dividend checks returned by the
postal authorities for the period of time they are the Transfer Agent of record
and for any records provided by and receipt acknowledged by both parties from
any prior Transfer Agent by means of a records certification letter; otherwise
the Transfer Agent is not responsible for the said records. The Transfer Agent
shall maintain such records as are required for the Funds to comply with the
escheat laws of any state or other authority for the period they are Transfer
Agent. The Funds will be responsible for notifying and instructing the Transfer
Agent to commence the escheatment process on their behalf, for any or all
states.
2. Shareholder Services. The Transfer Agent or its agent will investigate
all inquiries from Shareholders of the Funds relating to Shareholder accounts
and will respond to all communications from Shareholders and others relating to
its duties hereunder and such other correspondence as may from time to time be
mutually agreed upon between the Transfer Agent and the Funds.
3. Share Certificates.
(a) At the expense of the applicable Fund, each Fund shall supply the
Transfer Agent or its agent with an adequate supply of blank share certificates
to meet the Transfer Agent or its agent's requirements therefor. Such Share
certificates shall be properly signed by facsimile. The Funds agree that,
notwithstanding the death, resignation, or removal of any officer of the Funds
whose signature appears on such certificates, the Transfer Agent or its agent
may continue to countersign certificates which bear such signatures until
otherwise directed by Written Instructions.
(b) The Transfer Agent or its agent shall issue replacement Share
certificates in lieu of certificates which have been lost, stolen or destroyed,
upon receipt by the Transfer Agent or its agent of properly executed affidavits
and lost certificate bonds, in form satisfactory to the
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Transfer Agent or its agent, with the Funds and the Transfer Agent or its agent
as obligees under the bond.
(c) The Transfer Agent or its agent shall also maintain a record of
each certificate issued and/or canceled the number of Shares represented thereby
and the holder of record. With respect to Shares held in open accounts or
uncertificated form, i.e., no certificate being issued with respect thereto, the
Transfer Agent or its agent shall maintain comparable records of the record
holders thereof, including their names, addresses and taxpayer identification.
TheTransfer Agent or its agent shall further maintain a stop transfer record on
lost and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials; Notification of
Repurchase Offer. The Transfer Agent or its agent will address and mail to
Shareholders of the Funds, all communicators by the Funds to such Shareholders,
including without limitation, confirmations of purchases and sales of Fund
shares, monthly statements, all reports to Shareholders, dividend and
distribution notices and proxy material for the Funds' meetings of Shareholders
and @Vantage's Notification of Repurchase Offer pursuant to Rule 23c-3. In
connection with repurchase offers by @Vantage, the Transfer Agent or its agent
will prepare Shareholder lists, mail and certify as to the mailing of the
notifications of repurchase offer, process and/or report on such mailing. In
connection with meetings of Shareholders, the Transfer Agent or its Agent will
prepare Shareholder lists, mail and certify as to the mailing of proxy
materials, process and tabulate returned proxy cards, report on proxies voted
prior to meetings, act as inspector of election at meetings and certify Shares
voted at meetings.
5. Sales of Shares.
(a) Issuance of Shares. Upon receipt of a purchase order from or on
behalf of an investor for the purchase of Shares and sufficient information to
enable the Transfer Agent to establish a Shareholder account (if it is a new
account) and to determine which class of Shares the investor wishes to purchase,
and after confirmation of receipt of payment in the form described in the
Prospectus for the class of Shares involved, the Transfer Agent shall issue and
credit the account of the investor or other record holder with Shares in the
manner described in the Prospectus relating to such Shares and shall prepare and
mail the appropriate confirmation in accordance with legal requirements.
(b) Suspension of Sale of Shares. The Transfer Agent or its agent
shall not be required to issue any Shares of the Funds where it has received a
Written Instruction from the Funds or official notice from any appropriate
authority that the sale of the Shares of the Funds has been suspended or
discontinued. The existence of such Written Instructions or such official notice
shall be conclusive evidence of the right of the Transfer Agent or its agent to
rely on such Written Instructions or official notice.
(c) Returned Checks. In the event that any check or other order for
the payment of money is returned unpaid for any reason, the Transfer Agent or
its agent will: (i) give prompt notice of such return to the Funds or their
designee; (ii) place a stop transfer order against all
23
Shares issued as a result of such check or order; and (iii) take such actions as
the Transfer Agent may from time to time deem appropriate.
6. Transfer and Redemption.
(a) Requirements for Transfer or Redemption of Shares. The Transfer
Agent or its agent shall process all requests to transfer or repurchase Shares
in accordance with the transfer or redemption procedures set forth in the
Prospectus.
The Transfer Agent or its agent will transfer or redeem 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 the Transfer Agent or its agent reasonably may
deem necessary.
The Transfer Agent or its agent reserves the right to refuse to
transfer or redeem Shares until it is satisfied that the endorsement on the
instructions is valid and genuine. The Transfer Agent or its agent also reserves
the right to refuse to transfer or redeem Shares until it is satisfied that the
requested transfer or redemption is legally authorized, and it shall incur no
liability for the refusal, in good faith, to make transfers or redemptions which
the Transfer Agent or its agent, in its good judgment, deems improper or
unauthorized, or until it is reasonably satisfied that there is no basis to any
claims adverse to such transfer or redemption.
(b) Notice to Custodian and the Funds. When Shares are redeemed, the
Transfer Agent shall, upon receipt of the instructions and documents in proper
form, deliver to the Funds' Custodian and to the Funds or their designee a
notification setting forth the number of Shares to be redeemed. Such redeemed
Shares shall be reflected on appropriate accounts maintained by the Transfer
Agent reflecting outstanding Shares of the Funds involved and Shares attributed
to individual accounts.
(c) Payment of Redemption Proceeds. The Transfer Agent shall, upon
receipt of the moneys paid to it by the Custodian for the redemption of Shares,
pay such moneys as are received from the Custodian, all in accordance with the
procedures described in the Written Instruction received by the Transfer Agent
from the Funds. It is understood that the Transfer Agent may arrange for the
direct payment of redemption proceeds to Shareholders by the Funds' Custodian in
accordance with such procedures and controls as are mutually agreed upon from
time to time by the Funds, the Transfer Agent and the Funds' Custodian.
The Transfer Agent shall not process or effect any redemption with
respect to Shares of the Funds after receipt by the Transfer Agent of
notification of the suspension of the determination of the net asset value of
the Funds, provided the Transfer Agent has had a reasonable time to act on such
notification.
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7. Dividends.
(a) Notice to Agent and Custodian. Upon the declaration of each
dividend and each capital gains distribution by the Boards of Directors/Trustees
with respect to Shares of the Funds, the Funds shall furnish or cause to be
furnished to the Transfer Agent or its agent a copy of a resolution of the
Boards of Directors/Trustees certified by the Secretary of the Funds 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 to
the Transfer Agent or its agent on the payment date and whether such dividend or
distribution is to be paid in Shares of such class at net asset value.
On or before the payment date specified in such resolution of the
Boards of Directors/Trustees, the Custodian of the Funds will pay to the
Transfer Agent sufficient cash to make payment to the Shareholders of record as
of such payment date.
After deducting any amount required to be withheld by any applicable
tax laws, rules and/or regulations and/or other applicable laws, the Transfer
Agent shall in accordance with the instructions in proper form from a
Shareholder and the provisions of the applicable dividend resolutions and
Prospectus issue and credit the Account of the Shareholder with Shares, or, if
the Shareholder so elects, pay such dividends or distributions in cash.
In lieu of receiving from the Funds' Custodian and paying to
Shareholders cash dividends or distributions, the Transfer Agent may arrange for
the direct payment of cash dividends and distributions to Shareholders by the
Funds' Custodian, in accordance with such procedures and controls as are
mutually agreed upon from time to time by and among the Funds, the Transfer
Agent and the Funds' Custodian.
The Transfer Agent shall prepare, file with the Internal Revenue
Services and other appropriate taxing authorities, and address and mail to
Shareholders such returns, forms and information relating to dividends and
distributions paid by the Funds as are required to be so prepared, filed and
mailed by applicable laws, rules and/or resolutions. On behalf of the Funds, the
Transfer Agent shall mail certain requests for Shareholders' certifications
under penalties of perjury and pay on a timely basis to the appropriate Federal
authorities any taxes to be withheld on dividends and distributions paid by the
Funds, all as required by applicable Federal tax laws and regulations.
(b) Insufficient Funds for Payments. If the Transfer Agent or its
agent does not receive sufficient cash from the Custodian to make total dividend
and/or distribution payments to all Shareholders of the Funds as of the record
date, the Transfer Agent or its agent will, upon notifying the Funds, withhold
payment to all Shareholders of record as of the record date until sufficient
cash is provided to the Transfer Agent or its agent.
8. Cash Management Services. Funds received by the Transfer Agent in the
course of performing its services hereunder will be held in bank accounts and/or
fixed income investment
25
accounts. With respect to Funds maintained in fixed income investment accounts,
the Transfer Agent shall retain any interest generated or earned. With respect
to funds maintained in bank accounts, the Transfer Agent shall retain any excess
balance credits or excess benefits earned or generated by or associated with
such bank accounts or made available by the institution at which such bank
accounts are maintained after such balance credits or benefits are first applied
towards banking service fees charged by such institution in connection with
banking services provided on behalf of the Funds.
9. Lost Shareholders. The Transfer Agent shall perform such services as are
required in order to comply with Rules 17a-24 and 17Ad-17 of the Securities
Exchange Act of 1934, as amended (the "Lost Shareholder Rules"), including, but
not limited to those set forth below. The Transfer Agent may, in its sole
discretion, use the services of a third party to perform some or all of such
services.
(a) Documentation of electronic search policies and procedures;
(b) Execution of required searches;
(c) Creation and mailing of confirmation letters;
(d) Taking receipt of returned verification forms;
(e) Providing confirmed address corrections in batch via electronic
media;
(f) Tracking results and maintaining data sufficient to comply with
the Lost Shareholder Rules; and
(g) Preparation and submission of data required under the Lost
Shareholder Rules.
10. Cooperation with Accountants. The Transfer Agent shall cooperate with
the Funds' independent public accountants and shall take all reasonable action
in the performance of its obligations under its agreement with the Funds to
assure that the necessary information is made available to such accountants for
the expression of their opinions as such as may be required by the Funds from
time to time.
11. Other Services. In accordance with the Prospectus and such procedures
and controls as are mutually agreed upon from time to time by and among the
Funds, the Transfer Agent and the Funds' Custodian, the Transfer Agent shall (a)
arrange for issuance of Shares obtained through (i) transfers of funds from
Shareholders' accounts at financial institutions, (ii) a pre-authorized check
plan, if any and (iii) a right of accumulation, if any; (b) arrange for the
exchange of Shares for shares of such other funds designated by the Funds from
time to time; and (c) arrange for systematic withdrawals from the account of a
Shareholder participating in a systematic withdrawal plan, if any.
12. Individual Retirement Account Services.
(a) With respect to certain types of individual retirement accounts
(Traditional IRAs, Xxxx IRAs, Xxxxxxxxx Education Savings Accounts) and 403(b)
Accounts (collectively "Retirement Plans") offered by the Funds, effective
August 21, 2002, the Transfer Agent shall arrange for PFPC Trust Company to
serve as Retirement Plan Custodian.
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(b) With respect to the Retirement Plans, PFPC shall provide the Fund
with the associated Plan documents for use by the Funds and PFPC shall be
responsible for the maintenance of such documents in compliance with all
applicable provisions of the Internal Revenue Code and the regulations
promulgated thereunder.
(c) In connection with the foregoing, the Transfer Agent will perform
or cause to be performed the services set forth in the attached Exhibit 2 to
this Schedule C with respect to the Retirement Plans offered by the Funds.
13. DCXchange(R) Services.
(a) The Transfer Agent agrees to perform certain recordkeeping and
related services, on behalf of employee benefit plans under Section 401(k) of
the Internal Revenue Code ("Plans") administered by certain benefit plan
consultants ("Recordkeepers"), in connection with daily valuation and processing
of orders from Plan participants ("Participants") for the investment and
reinvestment of Plan assets in the Funds. The Transfer Agent shall subcontract
with Recordkeepers to link the Transfer Agent recordkeeping system with the
Recordkeepers, in order for the Recordkeepers to maintain Fund share positions
for each Participant.
(b) The procedures for participation in the DCXchange(R)Program are
set forth in the attached Exhibit 3 to this Schedule C.
14. DAZL Product and Services.
(a) The Transfer Agent shall, through its proprietary Data Access Zip
Link ("DAZL") product, provide the Funds and such financial planners and
investment advisors ("FPs") which, pursuant to agreements with the Funds,
distribute Shares of the Funds, with online access to the Funds and shareholder
account information for the Shareholders of the Funds or such FPs. The Transfer
Agent shall provide the Funds will the appropriate documentation and procedures
("DAZL Documentation") to enable the Funds to properly use DAZL. In addition to
and as more fully described in the DAZL Documentation, the Transfer Agent shall
run and complete data extracts after its nightly cycles in order to provide
files to the end user, i.e., financial planner, or direct to firms based upon
the profiles that the on-lines designate.
(b) In addition to and as may be more fully described in the DAZL
Documentation, the Funds have responsibility (i) for setting the FSR on-lines
with the appropriate data in order to feed into the DAZL extract; (ii) with
respect to those FPs utilizing a third party software vendor to access
information through DAZL, ensuring the vendor provides the translation of the
DAZL file to the appropriate software package formats; (iii) for the Funds'
errors and mistakes in the use of DAZL; (iv) for the Funds' failure to use and
employ DAZL in accordance with the procedures and documentation made available
by the Transfer Agent; (v) for the Funds' utilization of the control procedures
set forth and described in such user documentation; and (vi) the Funds' failure
to verify promptly reports or output received through the use of DAZL.
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15. IMPRESSNet/R/ Product and Services.
(a) In accordance with the written IMPRESSNet/R/ procedures and
product functionality documentation provided to the Funds by the Transfer Agent,
the Transfer Agent shall, through the use of the Web Transaction Engine and
Secure Net Gateway: (i) enable the Funds and End-Users to utilize the Internet
to access Fund information maintained by the Funds on the Fund Home Page; and
(ii) to enable End-Users to utilize the Internet to access the Transfer Agent's
recordkeeping system in order to perform account inquiries and transactions in
Shareholder accounts.
(b) The Transfer Agent will process the set-up of personal
identification numbers ("PINs"), which shall include verifying initial
identification numbers issued, resetting and activating personalized PINs and
reissuing new PINs in connection with lost PINs.
(c) The Transfer Agent shall provide installation services which shall
include review and sign off on the Funds' network requirements, recommending the
method of linking to the Web Transaction Engine, installing network hardware and
software, implementing network connectivity, and testing the network
connectivity and performance.
(d) The Transfer Agent shall be responsible for maintenance and
support of the Secure Net Gateway and the Web Transaction Engine, which includes
the following: (i) error corrections, minor enhancements and interim upgrades to
IMPRESSNet/R/ which are made generally available by the Transfer Agent to
IMPRESSNet/R/ customers; and (ii) help desk support to provide assistance to
Fund employees with the Funds' use of IMPRESSNet/R/.
Maintenance and support shall not include (i) access to or use of
any substantial added functionality, new interfaces, new architecture, new
platforms, new versions or major development efforts, unless made generally
available by the Transfer Agent to IMPRESSNet/R/ clients, as determined solely
by the Transfer Agent; or (ii) maintenance of customized features.
(e) The Transfer Agent shall be responsible for maintenance and upkeep
of the security infrastructure and capabilities described in the procedures and
product functionality documentation.
(f) The Transfer Agent shall prepare and forward monthly usage reports
to the Funds which shall provide the Funds with a summary of activity and
functionality used by End-Users.
(g) The Funds shall be responsible for (i) establishment and
maintenance of the Fund Home Page on the Internet; (ii) services and
relationships between the Funds and any third party on-line service providers to
enable End-Users to access the Fund Home Page and/or the Transfer Agent's
recordkeeping system via the Internet; and (iii) providing the Transfer Agent
with access to and information regarding the Fund Home Page in order to enable
the Transfer Agent to provide the IMPRESSNet/R/ services contemplated hereunder.
28
16. Anti-Money Laundering Procedures.
(a) The Transfer Agent shall perform all reasonable actions necessary
to help the Funds be in compliance with United States Federal anti-money
laundering ("AML") laws applicable to investor activity, including the Bank
Secrecy Act and the USA PATRIOT Act. In this regard, the Transfer Agent shall:
(i) establish and implement written internal policies, procedures and controls
reasonably designed to help prevent the Funds from being used to launder money
or finance terrorist activities; (ii) provide for independent testing, by an
employee who is not responsible for the operation of the Transfer Agent's AML
program or by an outside party, for compliance with the Transfer Agent's
established policies and procedures; (iii) designate a person or persons
responsible for implementing and monitoring the operation and internal controls
of the Transfer Agent's AML program; (iv) provide ongoing training of Transfer
Agent personnel relating to the prevention of money-laundering activities; and
(v) provide periodic reports to the Funds relating to the services performed on
their behalf under the Transfer Agent's AML program.
(b) Upon the reasonable request of the Funds, the Transfer Agent shall
provide to the Funds (it being understood all such information is to be
considered confidential and treated as such and afforded all protections
provided to confidential information under this agreement): (i) a copy of the
Transfer Agent's written AML policies and procedures, and any amendments
thereto; (ii) at the option of the Transfer Agent, a copy of a written
assessment or report prepared by the party performing the independent testing
for compliance, or a summary thereof, or a certification that the findings of
the independent party are satisfactory; (iii) a summary of the AML training
provided for appropriate personnel; (iv) information relating to due diligence
performed with respect to correspondent accounts for non-U.S. financial
institutions maintained by the Transfer Agent on behalf of the Funds; (v) a list
of individuals responsible for implementing and monitoring the Transfer Agent's
AML program; (vi) a report describing actions taken concerning the Funds under
the Transfer Agent's AML program, including information relating to the
treatment of any cash received by the Transfer Agent for investment in the
Funds; and (vii) to the extent permitted by law, information relating to any
suspicious activities concerning the Funds that is required to be or may be
voluntarily reported on a suspicious activity report ("SAR").
(c) The Transfer Agent agrees to permit inspections relating to its
AML program by U.S. Federal departments or regulatory agencies with appropriate
jurisdiction and to make available to examiners from such departments or
regulatory agencies such information and records relating to its AML program as
such examiners shall reasonably request.
29
Exhibit 1 to Schedule C
SUMMARY OF SERVICES
The services to be performed by the Transfer Agent or its agent shall include
the following:
A. DAILY RECORDS
Maintain daily the following information with respect to each
Shareholder account as received:
. Name and Address (Zip Code)
. Class of Shares
. Taxpayer Identification Number
. Balance of Shares held by Agent
. Beneficial owner code: i.e., male, female, joint tenant, etc.
. Dividend code (reinvestment)
. Number of Shares held in certificate form
B. OTHER DAILY ACTIVITY
. Answer written inquiries relating to Shareholder accounts
(matters relating to portfolio management, distribution of Shares
and other management policy questions will be referred to the
Funds).
. Process additional payments into established Shareholder accounts
in accordance with Written Instruction.
. Upon receipt of proper instructions and all required
documentation, process requests for repurchase of Shares.
. Identify redemption requests made with respect to accounts in
which Shares have been purchased within an agreed-upon period of
time for determining whether good funds have been collected with
respect to such purchase and process as agreed by the Transfer
Agent in accordance with Written Instructions set forth by the
Funds.
. Examine and process all transfers of Shares, ensuring that all
transfer requirements and legal documents have been supplied.
. Issue and mail replacement checks.
. Open new accounts and maintain records of exchanges between
accounts.
. Furnish daily requests of transactions in Shares.
30
. Calculate sales load or compensation payment (front-end and
deferred) and provide such information to the Funds, if any.
. Calculate dealer commissions for the Funds, if any.
. Provide toll-free lines for direct Shareholder use, plus customer
liaison staff with on-line inquiry capacity.
. Mail duplicate confirmations to dealers of their client's
activity, whether executed through the dealer or directly with
the Transfer Agent, if any.
. Identify to each series or class of Shares property belonging to
such series or class, and in such reports, confirmations and
notices to the Funds called for under this Agreement identify the
series or class to which such report, confirmation or notice
pertains.
. Identify area responsible for gain/loss purposes due to "as/of"
processing and daily reconciliation of processing to identify
gains and/or losses that impact the Funds. Any gain or loss will
be netted out on a quarterly basis. The Transfer Agent will
compensate the Funds for any losses attributable to Transfer
Agent processing errors.
C. DIVIDEND ACTIVITY
. Calculate and process Share dividends and distributions as
instructed by the Funds.
. Compute, prepare and mail all necessary reports to Shareholders
or various authorities as requested by the Funds. Report to the
Funds reinvestment plan share purchases and determination of the
reinvestment price.
D. MEETINGS OF SHAREHOLDERS
. Cause to be mailed proxy and related material for all meetings of
Shareholders. Tabulate returned proxies (proxies must be
adaptable to mechanical equipment of the Transfer Agent or its
agents) and supply daily reports when sufficient proxies have
been received.
. Prepare and submit to the Funds an Affidavit of Mailing.
. At the time of the meeting, furnish a certified list of
Shareholders, hard copy, microfilm or microfiche and, if
requested by the Funds, Inspection of Election.
31
E. PERIODIC ACTIVITIES
. Cause to be mailed reports, Prospectuses, and any other
enclosures requested by the Funds (material must be adaptable to
mechanical equipment of Transfer Agent or its agents).
. Receive all notices issued by the Funds with respect to the
Shares in accordance with and pursuant to the Articles of
Incorporation and By-Laws and perform such other specific duties
as are set forth in the Articles of Incorporation and By-Laws
including a giving of notice of a special meeting and notice of
redemption in the circumstances and otherwise in accordance with
all relevant provisions of the Articles of Incorporation and
By-Laws.
. Furnish monthly reports of transactions in shares by type
(custodial, trust, Xxxxx, XXX, other) including numbers of
accounts.
. Furnish state-by-state registration and sales reports to the
Administrator.
. 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 Funds and the
Transfer Agent, if any.
. Provide Shareholder lists and statistical information concerning
accounts to the Funds.
. Provide timely notification of Trust activity and such other
information as may be agreed upon from time to time between the
Transfer Agent and the Custodian, to the Funds or the Custodian.
32
Exhibit 2 to Schedule C
RETIREMENT ACCOUNT SERVICES
With respect to all traditional individual retirement accounts, Xxxx individual
retirement accounts, Education XXX accounts and 403(b) accounts (collectively
"IRAs") of the Munder Funds, the Transfer Agent will perform the following
services:
1. Process new accounts, verify completeness of application forms; establish
new account records with standard abbreviation and registration formats,
including proper account identification codes.
2. Examine and process contributions and invest monies received in investments
in accordance with the written instructions of the participant/employer, as
the case may be.
3. Process transactions in custodial accounts upon receipt of proper
documentation and in accordance with the terms of any applicable XXX
documentation.
4. Reinvest income dividends and capital gains distributions in investments
selected by the participant.
5. Send a confirmation to the proper person(s) with respect to each
transaction in the account.
6. Examine and process requests for distributions, subject to receipt of
required legal documents; verify eligibility of the recipient and make
payments.
7. Establish a record of types and reasons for distribution (i.e., attainment
of age 59 1/2, disability, death, return of excess contributions, etc.)
8. Record method of distribution requested and/or made.
9. Distribute the account in the event of death as required in writing by the
participant/ beneficiary, subject to receipt of required legal documents.
10. Receive and process designation of the beneficiary forms.
11. Examine and process requests for direct transfers between
custodians/trustees, transfer and pay over to the successor assets in the
account and records pertaining thereto as requested.
12. Send to each participant/beneficiary/employer notices, prospectuses,
account statements, proxies and other documents or communications relating
to Fund shares or other investment; send such other notices, documents or
other communications to participants/beneficiaries/ employers as the Fund
may direct the Transfer Agent to deliver.
13. Maintain records of contributions, distributions, and other transactions.
33
14. Prepare any annual reports or returns required to be prepared and/or filed
by the IRA custodian, including, but not limited to, an annual fair market
value report, Forms 1099R and 5498 and file with the IRS and provide to
participant/beneficiary.
15. Send participants/beneficiaries an annual TEFRA notice regarding required
federal tax withholding.
16. Answer participant/beneficiary telephone, written or other inquiries
concerning the IRAs and investments in the IRAs.
17. Process requested changes to account information.
18. Retain original source documents, such as applications and correspondence,
microfilm original source documents, as required.
19. Respond to research inquiries from the Funds or as requested by the Funds'
Custodian if Custodian is directed by the Funds. Perform applicable
withholding for accounts.
20. Purge "closed" accounts as directed by the Funds.
34
Exhibit 3 to Schedule C
DCXchange(R) Procedures
1. Provided that the shareholder of record for Class A Shares of the Funds
beneficially owned by Participants in a Plan is an omnibus account (an
"Account") titled in the name of the Plan, the Plan sponsor or the Transfer
Agent, the Funds agree to waive all minimum and maximum investment
requirements, as well as all contingent deferred sales charges (CDSCs)
(except in the case of full Account liquidations) for all Funds listed in
Exhibit 1 to the Agreement.
2. The Funds agree to waive the initial sales charge on all purchases of Class
A Shares made by Participants through an Account.
3. In the event that a Plan with investments in a class of shares of the Funds
other than Class A Shares desires to participate in the DCXchange program,
the Plan must convert to Class A Shares. Each conversion to Class A Shares
must be accomplished via a full liquidation of existing shares, subject to
any applicable CDSCs, and subsequent purchase of Class A Shares and must be
coordinated through the Transfer Agent.
4. The Funds agree to transmit NAVs and accruals to the Transfer Agent via the
National Securities Clearing Corporation (NSCC) Price Profile.
5. The Funds grant to the Transfer Agent a license to use the name "The Munder
Funds" or the name of any individual Fund in any listings of DCXchange
participating funds/clients in the Transfer Agent's marketing materials.
6. The Transfer Agent and its agents are authorized to accept orders to
purchase or sell Class A Shares of the Funds on behalf of Plans and/or
Participants in connection with the recordkeeping services to be provided
as part of the DCXchange program. With respect to trade instructions from
Plans and/or Participants received in good order and accepted by the
Transfer Agent or its agents prior to the close of regular trading on the
New York Stock Exchange (the "Close of Trading") on any given "Business
Day" (i.e., any day in which the Funds are open for business), the Transfer
Agent agrees to use reasonable efforts to transmit such trade instructions
to the Funds by 5:00 a.m. Eastern time on the following Business Day in
order to be executed by the Funds at the net asset value determined as of
the Close of Trading on the Business Day the order was placed by the Plan
or Participant. The Funds will, however, accept transmission of trade
instructions after 5:00 a.m. but before 10:00 a.m. on a Business Day to be
executed at the net asset value determined as of the Close of Trading on
the previous Business Day.
7. Payments for net purchase and net redemption orders shall be made by wire
transfer by the Transfer Agent or the applicable Plan's trust (for net
purchases) or by the Funds (for net redemptions) to the account designated
by the appropriate receiving party on the Business Day following the
Effective Trade Date. (The day on which a trade instruction is executed by
the Funds is referred to as the "Effective Trade Date").
35
8. In order to perform periodic reconciliations of Account Fund holdings, the
Transfer Agent or its agent may request from the Funds and the Funds will
provide confirmation of all trade activity on a daily basis and share
positions for all Accounts on any day after activity has been posted to the
Account, but no less than two times per month.
36
Schedule D
PERFORMANCE STANDARDS
1. Transaction Processing
Transaction Type Performance Standards
--------------------------------------------------------------------------------------
Transaction Type Unacceptable - Penalty Standard Performance Exceptional - Award
--------------------------------------------------------------------------------------
1. New Accounts *79.7% 79.7% - 89.9% ***90.0%
--------------------------------------------------------------------------------------
2. Financial *96.4% 96.4% - 99.0% ***99.1%
--------------------------------------------------------------------------------------
3. Non-Financial *87.2% 87.2% - 92.6% ***92.7%
--------------------------------------------------------------------------------------
4. Overall *91.9% 91.9% - 95.1% ***95.2%
--------------------------------------------------------------------------------------
* Less than
*** Less than of equal to
.. Performance will be measured by NQR based on a sample of approximately 266
account transactions each month and reported monthly. Transactions will be
reviewed for accuracy and timeliness. All "exceptions" will be noted. A
transaction with no "exceptions" will result in such transaction being
deemed "acceptable." The above table identifies the percentage of
acceptable transactions from the sample pool during the applicable time
period. Penalties or awards will be paid quarterly based on quarterly
averages.
.. Penalties or Awards will be applied quarterly to the next transfer agent
fee xxxx following receipt of the data from NQR.
.. Penalties will be waived for any quarter during which the overall
transaction volume is increased by 30 percent or more versus the prior
four-quarter average volume.
.. Awards will be waived for any quarter during which the overall transaction
volume is decreased by 30 percent or more versus the prior four-quarter
average volume.
.. Standards are subject to revision annually each June based on the previous
four quarters of performance data from NQR.
.. Measurement under the standards above will begin 7/1/01 and penalties and
awards under this Schedule will begin in third quarter 2001.
.. Each of the four transaction processing categories will be measured
separately. Transaction processing penalties or awards will be assessed for
each category separately where the performance of an individual category
falls in a penalty or award range.
37
2. Telephone Service Quality
Performance Standard
PFPC telephone quality must be rated by NQR to fall within 2.18 to 2.48 for each
quarter.
------------------------------------------------------------------------------------------------
Measurement Unacceptable - Penalty Standard Performance Exceptional - Award
------------------------------------------------------------------------------------------------
1. Call Quality as Rated Rating by NQR below Rating by NQR of Rating by NQR above
by NQR 2.18 2.18 to 2.48 2.48
------------------------------------------------------------------------------------------------
2. Call Answer Rate as * 97% 97% - 98% ** 98%
Measured by PFPC Call
Monitoring System
------------------------------------------------------------------------------------------------
3. Average Speed of ** 30 seconds 30 - 20 seconds * 20 seconds
Answer as Measured by
PFPC Call Monitoring
System
------------------------------------------------------------------------------------------------
.. Performance will be measured by NQR each month and reported monthly. Call
Quality will be evaluated by NQR based on its 27-point evaluation process,
and shall include a review of approximately 40 calls per month. Call Answer
Rates are based on the percentage of all calls during the period that are
answered by the Transfer Agent and not abandoned. The Average Speed of
Answer will be for all calls answered during the measurement period.
Penalties or awards will be paid quarterly based on quarterly averages.
.. Penalties or Awards will be applied quarterly to the next transfer agent
fee xxxx following receipt of the data from NQR.
.. Penalties will be waived for any quarter during which the overall call
volume is increased by 30 percent or more versus the prior four-quarter
average volume.
.. Awards will be waived for any quarter during which the overall call volume
is decreased by 30 percent or more versus the prior four-quarter average
volume.
.. Standards are subject to revision annually each June based on the previous
four quarters of performance data from NQR.
.. Measurement under the standards above will begin 7/1/01 and penalties and
awards under this Schedule will begin in third quarter 2001.
.. Each of the three telephone service quality categories will be measured
separately. Telephone service quality penalties or awards will be assessed
for each category separately where the performance of an individual
category falls in a penalty or award range.
38
3. Maximum Penalties and Awards
Quarterly Per Quarterly Annual Per Annual
Category Total Category Total
------------- --------- ----------- ------
Transaction Processing
Unacceptable - Penalty $ 31,250 $125k $ 125k $500k
Standard $ 0 $ 0 $ 0 $ 0
Exceptional - Award $ 12,500 $ 50k $ 50k $200k
Telephone Service Quality
Unacceptable - Penalty $41,666.67 $125k $166,666.67 $500k
Standard $ 0 $ 0 $ 0 $ 0
Exceptional - Award $16,666.67 $ 50k $ 66,666.67 $200k
Additional penalties or awards will be assessed as follows where the
performance of all seven measured transaction processing and telephone
service categories falls in a penalty or award range.
Quarterly Annual
--------- ------
Additional Penalty/Award
All Categories Unacceptable - Penalty $125k $500k
Standard $ 0 $ 0
All Categories Exceptional - Award $ 50k $200k
.. In the event that the Transfer Agent fails to meet the Standard Performance
level in the "overall" transaction processing category in every quarter
during any one-year period, the Transfer Agent shall pay 50% of the
NQR-related fees for that year. In the event that the Transfer Agent fails
to meet the Standard Performance level in at least two of the three
telephone service quality categories in every quarter during any one-year
period, the Transfer Agent shall pay 50% (an additional 50% if the Transfer
Agent is already required to pay 50% under this paragraph) of the
NQR-related fees for that year. Total annual NQR-related fees are estimated
to be approximately $130,000.
.. In the event that the Transfer Agent meets or exceeds the Standard
Performance level in the "overall" transaction processing category and in
at least two of the three telephone service categories in every quarter
during any one-year period, the Funds will reimburse the Transfer Agent for
the NQR-related fees for that year.
Total potential Annual Penalties - $1.5 million + NQR fees
Total potential Annual Awards - $600k + NQR fees
39
4. Service-Related Termination Guidelines
Subject to the opportunity to cure described below, the Funds may terminate
this Agreement in the event that a "Performance Failure":
. Occurs in both transaction processing and telephone service quality in
two consecutive quarters during any rolling four-quarter period.
-or-
. Occurs in any single functional area in three consecutive quarters
during any rolling four-quarter period.
In the event of a Performance Failure, the Transfer Agent will be given 60
days in which to bring the performance in any category causing a
Performance Failure back up to the Standard Performance level. At the end
of the 60-day period if such performance is still below the Standard
Performance levels, the Funds may at their discretion, notify the Transfer
Agent of their intent to terminate the Agreement.
Any quarter during which transaction or call volumes exceed the prior
four-quarter average volumes by 30% or more will not be counted under these
termination guidelines.
Definition of Performance Failure
.. "Performance Failure" in transaction processing means performance in the
"overall" category that is below the Standard Performance level.
"Performance Failure" in telephone service quality means performance in any
two of the three measured categories that is below the Standard Performance
level.
40
