MUTUAL FUND SERVICES AGREEMENT
Transfer Agency Services
between
FIRST TRUST SERIES FUND
and
HUNTINGTON ASSET SERVICES, INC.
OCTOBER 11, 2010
Exhibit A - Portfolio Listing
Exhibit B - General Description of Transfer Agency Services
Exhibit C - Fees and Expenses
Exhibit D - General Description of the HAS AML Program Services
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of October 11, 2010, between First
Trust Series Fund, a Massachusetts business trust (the "Trust"), and Huntington
Asset Services, Inc., a Delaware corporation ("HAS").
WITNESSETH:
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust wishes to retain HAS to provide certain transfer agent
services with respect to the Trust, and HAS is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
SECTION 1. Appointment. The Trust hereby appoints HAS to provide transfer
agent services for the Trust, subject to the supervision of the Board of
Trustees of the Trust (the "Board"), for the period and on the terms set forth
in this Agreement. HAS accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in Section
6 and Exhibit C to this Agreement. The Trust will initially consist of the
portfolios, funds and/or classes of shares (each a "Portfolio"; collectively the
"Portfolios") listed on Exhibit A. The Trust shall notify HAS in writing of each
new Portfolio established by the Trust. Each new Portfolio shall be subject to
the provisions of this Agreement, except to the extent that the provisions
(including those relating to the compensation and expenses payable by the Trust
and its Portfolios) may be modified with respect to each new Portfolio in
writing by the Trust and HAS at the time of the addition of the new Portfolio.
SECTION 2. Representations and Warranties of HAS. HAS represents and
warrants to the Trust that:
(a) HAS is a corporation duly organized and existing under the laws of the
State of Delaware;
(b) HAS is empowered under applicable laws and by its Certificate of
Incorporation and By-Laws to enter into and perform this Agreement, and all
requisite corporate proceedings have been taken by HAS to authorize HAS to enter
into and perform this Agreement;
(c) HAS has, and will continue to have, access to the facilities,
personnel and equipment required to fully perform its duties and obligations
hereunder;
(d) no legal or administrative proceedings have been instituted or
threatened against HAS that would impair its ability to perform its duties and
obligations under this Agreement; and
(e) HAS' entrance into this Agreement will not cause a material breach or
be in material conflict with any other agreement or obligation of HAS or any law
or regulation applicable to HAS.
(f) HAS undertakes to comply with all applicable requirements of the
federal securities laws, including the Securities Act of 1933, as amended ("1933
Act"), the Securities Exchange Act of 1934, as amended and the 1940 Act, as
amended, and any and all rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by HAS hereunder.
SECTION 3. Representations and Warranties of the Trust. The Trust
represents and warrants to HAS that:
(a) the Trust is a business trust duly organized and existing under the
laws of the State of Massachusetts;
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(b) the Trust is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement, and the Trust and
its Board have taken all requisite proceedings and actions to authorize the
Trust to enter into and perform this Agreement;
(c) the Trust is an investment company properly registered under the 1940
Act; a registration statement under the 1933 Act and the 1940 Act on Form N-lA
has been filed and will be effective and will remain effective during the term
of this Agreement, and all necessary filings under the laws of the states will
have been made and will be current during the term of this Agreement;
(d) no legal or administrative proceedings have been instituted or
threatened against the Trust that would impair its ability to perform its duties
and obligations under this Agreement; and
(e) the Trust's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of the
Trust or any law or regulation applicable to it.
SECTION 4. Delivery of Documents and Other Materials.
(a) The Trust will promptly furnish to HAS such copies, properly certified
or authenticated, of contracts, documents and other related information that HAS
may request or require to properly discharge its duties. Such documents may
include, but are not limited to, the following:
(i) resolutions of the Board authorizing the appointment of HAS to
provide certain transfer agency services to the Trust and approving this
Agreement;
(ii) the Trust's Declaration of Trust;
(iii) the Trust's By-Laws, anti-money laundering policies, and code
of ethics;
(iv) the Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC");
(v) the Trust's most currently effective registration statement
including exhibits, as amended, on Form N-1A (the "Registration
Statement") under the 1933 Act and the 1940 Act, as filed with the SEC;
(vi) copies of the Investment Management Agreement between the Trust
and each investment advisor to a Portfolio, the Sub-Advisory Agreement
between each investment advisor and each sub-advisor to a Portfolio, if
any, each advisor's or sub-advisor's proxy voting procedures, and copies
of the advisor's and the Trust's errors and omissions and directors' and
officers' insurance policies;
(vii) opinions of counsel and auditors reports;
(viii) the Trust's currently effective Prospectus and Statement of
Additional Information relating to all Portfolios and all amendments and
supplements thereto (such Prospectus and Statement of Additional
Information and supplements thereto, as presently in effect and as from
time to time hereafter amended and supplemented, herein called the
"Prospectuses"); and
(ix) such other agreements as the Trust may enter into from time to
time, including securities lending agreements, futures and commodities
account agreements, brokerage agreements and options agreements.
SECTION 5. Services Provided by HAS.
(a) HAS will provide the following services subject to the direction and
supervision of the Trust's Board, and in compliance with the objectives,
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policies and limitations set forth in the Trust's currently effective
Registration Statement, Declaration of Trust and By-Laws; applicable laws and
regulations; and all resolutions and policies implemented by the Board, and
further subject to HAS' policies and procedures as in effect from time to time:
(i) Transfer Agency Services, as described on Exhibit B to this
Agreement. In connection with such services, HAS is hereby granted such
power and authority as may be necessary to establish one or more bank
accounts for the Trust with the Trust's custodian bank or banks as
approved by the Board and as may be necessary or appropriate from time to
time in connection with the services performed by HAS. The Trust shall be
deemed to be the customer of such bank or banks for purposes of this
Agreement. To the extent that the performance of such service hereunder
shall require HAS to disburse amounts from such accounts in payment of
dividends, redemption proceeds or for other purposes, the Trust shall
provide such bank or banks with all instructions and authorizations
necessary, if any, for HAS to effect such disbursements.
(ii) HAS AML Program Services, as described on Exhibit D to this
Agreement. HAS formulates, maintains and uniformly administers policies
and procedures (as amended from time to time, the "HAS AML Program") that
are reasonably designed to ensure compliance with the USA PATRIOT Act of
2002, the Bank Secrecy Act of 1970, the Customer Identification Program
rules jointly adopted by the SEC and U.S. Treasury Department, and other
applicable regulations adopted thereunder (collectively, the "Applicable
AML Laws"). HAS has provided the Trust with a copy of the HAS AML Program
documents, and will provide the Trust with all amendments thereto. The
Trust hereby delegates to HAS its obligation to identify and verify its
customers and its obligations to perform those anti-money laundering and
other services set forth in Exhibit D to this Agreement, in each case with
regard to those shareholder accounts maintained by HAS pursuant to this
Agreement. HAS accepts the foregoing delegation and agrees to perform the
duties set forth on Exhibit D in accordance with the HAS AML Program. The
Trust acknowledges and agrees that, notwithstanding such delegation, the
Trust maintains full responsibility for ensuring its compliance with
Applicable AML Laws and, therefore, must monitor the operation and
effectiveness of the HAS AML Program.
(iii) Dividend Disbursing. HAS will serve as the Trust's dividend
disbursing agent. HAS will prepare and mail checks, place wire transfers
of credit income and capital gain payments to shareholders. The Trust will
advise HAS in advance of the declaration of any dividend or distribution
by a Portfolio and the record and payable date thereof. HAS will, on or
before the payment date of any such dividend or distribution, notify a
Portfolio's Custodian of the estimated amount required to pay any portion
of such dividend or distribution payable in cash, and on or before the
payment date of such distribution, the Trust will instruct its Custodian
to make available to HAS sufficient funds for the cash amount to be paid
out. If a shareholder is entitled to receive additional shares by virtue
of any such distribution or dividend, appropriate credits will be made to
each shareholder's account and/or certificates delivered where requested.
A shareholder not receiving certificates will receive a confirmation from
HAS indicating the number of shares credited to his/her account.
(b) HAS will also:
(i) provide office facilities with respect to the provision of the
services contemplated herein (which may be in the offices of HAS or a
corporate affiliate of HAS);
(ii) provide or otherwise obtain personnel sufficient, in HAS' sole
discretion, for provision of the services contemplated herein;
(iii) furnish equipment and other materials, which HAS, in its sole
discretion, believes are necessary or desirable for provision of the
services contemplated herein; and
(iv) keep records relating to the services provided hereunder in such
form and manner as set forth on (or required by policies described in)
Exhibits B, C, D and as HAS, in its sole discretion, may otherwise deem
appropriate or advisable, all in accordance with the 1940 Act. To the
extent required by Section 31 of the 1940 Act and the rules thereunder,
HAS agrees that all such records prepared or maintained by HAS relating to
the services provided hereunder are the property of the Trust and will be
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preserved for the periods prescribed under Rule 31a-2 under the 1940 Act,
maintained at the Trust's expense, and made available to the SEC staff for
inspection in accordance with such Section and rules. HAS further agrees
to (i) provided access to such books and records at all times to the Trust
and its authorized persons during HAS normal business hours, and (ii)
surrender promptly to the Trust upon its request those records and
documents, or copies of the same, created and maintained by HAS pursuant
to this Agreement.
(v) provide to the Trust such certifications and sub-certifications,
in the form reasonably agreed to by the Trust and HAS, with respect to
Form N-Q, Form N-CSR, compliance policies and procedures under Rule 38a-1
under the 1940 Act, as amended, and such other matters that may be
reasonably requested by the Trust or the Trust's Chief Compliance Officer
from time to time. In addition, HAS will, from time to time, provide
copies of all SAS 70 Reports relevant to the services provided under this
Agreement as well as a written assessment of its compliance program in
conformity with current industry standards that is reasonably acceptable
to enable the Trust to fulfill its obligations under Rule 38a-1 of the
1940 Act.
(vi) HAS shall cooperate with the Trust's independent public
accountants and shall take all reasonable actions in the performance of
its obligations under this Agreement to ensure that the necessary
information is made available to such accountants for the expression of
their opinion, as required by the Trust.
(vii) HAS shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provisions
for emergency use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment failures,
HAS shall, at no additional expense to the Trust, take reasonable steps to
minimize service interruptions. HAS shall have no liability with respect
to the loss of data or service interruptions caused by equipment failure,
provided such loss or interruption is not caused by HAS's own willful
misfeasance, bad faith, negligence or reckless disregard of its duties or
obligations under this Agreement.
SECTION 6. Fees: Expenses: Expense Reimbursement.
(a) As compensation for the services rendered to the Trust pursuant to
this Agreement the Trust shall pay HAS on a monthly basis those fees determined
as set forth on Exhibit C to this Agreement. The fees set forth on Exhibit C may
be adjusted from time to time by agreement of the parties. Upon any termination
of this Agreement before the end of any month, the fees for the part of the
month before such termination shall be pro rated to the date of termination of
this Agreement.
(b) For the purpose of determining fees calculated as a function of a
Portfolio's net assets, the value of the Portfolio's net assets shall be
computed as required by its currently effective Prospectus, generally accepted
accounting principles and resolutions of the Board.
(c) HAS will from time to time employ or associate with such person or
persons as may be appropriate to assist HAS in the performance of this
Agreement. Except as otherwise expressly provided in this Agreement, the
compensation of such person or persons for such employment shall be paid by HAS
and no obligation will be incurred by or on behalf of the Trust in such respect.
If any such person or persons are employed or designated as officers by both HAS
and the Trust, HAS shall be responsible for the compensation of such person
(including travel and other expenses) in their capacity as an employee or
officer of HAS, and the Trust shall be responsible for the compensation of such
person (including travel and other expenses) in their capacity as an employee or
officer of the Trust. If HAS gives permission to one or more of its employees or
officers to act as an employee, officer or other agent of the Trust, HAS shall
not be responsible for any action or omission of any such person(s) while such
person is rendering or deemed to be rendering services to the Trust or acting on
business of the Trust.
(d) HAS will bear all of its own expenses incurred by reason of its
performance of the services required under this Agreement, except as otherwise
expressly provided in this Agreement. The Trust agrees to promptly reimburse HAS
for any equipment and supplies specially ordered by or for the Trust through HAS
and for any other expenses not contemplated by this Agreement that HAS may
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reasonably incur on the Trust's behalf, at the Trust's request or as consented
to by the Trust. Such other expenses to be incurred in the operation of the
Trust and to be borne by the Trust, include, but are not limited to: taxes;
interest; brokerage fees and commissions; salaries and fees of officers and
directors who are not officers, directors, shareholders or employees of HAS or
HAS' affiliates; SEC and state Blue Sky registration and qualification fees,
levies, fines and other charges; advisory fees; Trust chief compliance officer
expenses; charges and expenses of custodians; insurance premiums including
fidelity bond premiums, errors and omissions and directors and officers
premiums; auditing and legal expenses; costs of maintenance of corporate
existence; expenses of typesetting and printing of prospectuses and for
distribution to current shareholders of the Trust; expenses of printing and
production costs of shareholders' reports and proxy statements and materials;
costs and expenses of Trust stationery and forms; costs and expenses of special
telephone and data lines and devices; costs associated with corporate,
shareholder and Board meetings; and any extraordinary expenses and other
customary mutual fund expenses. In addition, HAS may utilize one or more
independent pricing services to obtain securities prices and to act as backup to
the primary pricing services, in connection with determining the net asset
values of the Portfolios, and the Trust will be charged according to the Trust's
share of the cost of such services based upon the actual usage, or a pro-rata
estimate of the usage, of the services. The parties acknowledge that the Trust
may contract with its own pricing service and cause such information to be
timely provided to HAS, and is under no obligation to avail itself of the
service(s) contracted by HAS. The Trust retains sole responsibility for the
pricing of securities that are not actively traded, and shall similarly be
responsible for the valuation of odd lot securities (including bonds). To the
extent HAS shall render assistance in good faith valuation of a security held by
a Portfolio, the Trust shall bear HAS' costs and pay HAS for its assistance at
its normal hourly rate then in effect.
(e) The Trust may request additional services, additional processing or
special reports. Additional services, including third party services, generally
will be charged at HAS' standard rates or at such other rate as agreed by the
parties. The parties acknowledge that the Trust is under no obligation to avail
itself of third party services through HAS, and is free to choose its own
service provider, so long as such choice does not cause additional work on HAS'
part.
(f) All fees, out-of-pocket expenses or additional charges of HAS shall be
billed on a monthly basis and shall be due and payable upon receipt of the
invoice. No fees, out-of-pocket expenses or other charges set forth in this
Agreement shall be subject to set-off.
HAS will render, after the close of each month in which services have been
furnished, a statement reflecting the charges for such month. Charges remaining
unpaid after thirty (30) days shall bear interest at the rate of 1.5% per month,
and all costs and expenses of effecting collection of any such charges and
interest, including reasonable attorney's fees, shall be paid by the Trust to
HAS.
In the event that the Trust is more than sixty (60) days delinquent in its
payments of monthly xxxxxxxx in connection with this Agreement (with the
exception of specific amounts which are contested in good faith by the Trust as
provided below), this Agreement may be terminated upon thirty (30) days' written
notice to the Trust by HAS. The Trust must notify HAS in writing of any
contested amounts within thirty (30) days of receipt of a billing for such
amounts, and the notice shall contain a description of the grounds for the
objection sufficient to permit an investigation and determination of its
accuracy. Amounts contested in good faith in writing within such 30-day period
are not due and payable while they are being investigated; uncontested amounts
remain due and payable.
SECTION 7. Proprietary and Confidential Information.
(a) Each party shall keep confidential any information relating to the
other party's business ("Confidential Information"). Confidential
Information shall include:
(i) any data or information that is competitively sensitive
material, and not generally known to the public, including,
but not limited to, information about product plans, marketing
strategies, finances, operations, customer relationships,
customer profiles, customer lists, sales estimates, business
plans, and internal performance results relating to the past,
present or future business activities of the Trust or HAS,
their respective subsidiaries and affiliated companies and the
customers, clients and suppliers of any of them;
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(ii) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially
valuable and secret in the sense that its confidentiality
affords the Trust or HAS a competitive advantage over its
competitors;
(iii) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code,
object code, flow charts, databases, inventions, know-how, and
trade secrets, whether or not patentable or copyrightable; and
(iv) anything designated as confidential.
(b) Notwithstanding the foregoing, information shall not be subject to
such confidentiality obligations if:
(i) release of such information is necessary or desirable in
connection with HAS's provision of services under this
Agreement;
(ii) it is already known to the receiving party at the time it is
obtained;
(iii) it is or becomes publicly known or available through no
wrongful act of the receiving party;
(iv) it is rightfully received from a third party who, to the best
of the receiving party's knowledge, is not under a duty of
confidentiality;
(v) it is released by the protected party to a third party without
restriction;
(vi) it is required to be disclosed by the receiving party pursuant
to a requirement of a court order, subpoena, governmental or
regulatory agency or law (provided the receiving party will
provide the other party written notice of such requirement, to
the extent such notice is permitted);
(vii) it is relevant to the defense of any claim or cause of action
asserted against the receiving party; or
(viii) it has been or is independently developed or obtained by the
receiving party.
(c) HAS may, from time to time, maintain or otherwise possess "consumer
report information" in connection with the provision of services under this
agreement, and HAS may, from time to time, dispose of such "consumer report
information" in connection with the provision of services under this agreement.
To the extent that HAS disposes of "consumer report information," HAS shall
properly dispose of the information by taking reasonable measures to protect
against unauthorized access to or use of the information in connection with its
disposal, in accordance with the requirements of Regulation S-P. The term
"consumer report information", as used in this paragraph, shall have the same
meaning as in Rule 30 under Regulation S-P.
(d) HAS acknowledges and agrees that in connection with its services under
this Agreement it receives non-public confidential portfolio holdings
information ("Holdings Information") with respect to each Portfolio. HAS agrees
that, subject to the foregoing provisions of and the exceptions set forth in
this Section 7 (other than the exception set forth above in this Section 7 as
sub-item (a), which exception set forth in sub-item (a) shall not be applicable
to each Portfolio's Holdings Information), HAS will keep confidential each
Portfolio's Holdings Information and will not disclose each Portfolio's Holdings
Information other than pursuant to a written instruction from the Trust (which
written instruction may be a standing written instruction); provided that
without the need for such a written instruction and notwithstanding any other
provision of this Section 7 to the contrary, each Portfolio's Holdings
Information may be disclosed to third party pricing services which are engaged
by HAS or the Trust in connection with the provision of services under this
Agreement and which shall be subject to a duty of confidentiality with respect
to such Holdings Information.
SECTION 8. Duties, Responsibilities and Limitations of Liability.
(a) The parties agree that this Agreement is a contract for services, and
HAS accepts the duties imposed upon it by this Agreement. HAS shall be liable to
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the Trust in accordance with the laws of the State of [Illinois or New York] for
any breach by HAS of the duties imposed upon it by this Agreement.
(b) In performing its services hereunder, HAS and its officers, directors,
partners, employees, shareholders or agents (collectively, together with HAS,
the "HAS Parties") shall be entitled to rely on any oral or written
instructions, advice, notices or other communications, information, records and
documents (collectively, "Trust Information") from any officers of the Trust and
any other person duly authorized by the Board to give instructions on behalf of
the Trust (the "Trust Representatives"), which HAS reasonably believes to be
genuine, valid and authorized. A Trust Representative's scope of authority may
be limited by setting forth such limitation in a written document signed by both
parties hereto. HAS also shall be entitled to consult with and rely on the
advice and opinions of the Trust's auditor and of outside legal counsel retained
by the Trust, as may be determined jointly by the Trust and HAS to be reasonably
necessary or appropriate, in each case at the expense of the Trust. For all
purposes of this Agreement, any person who is an officer, director, partner,
employee or agent of a HAS Party, and who is also an officer, director, partner,
employee or agent of the Trust, shall be deemed when rendering services to the
Trust or acting on any business of the Trust to be acting solely in such
person's capacity as an officer, director, partner, employee or agent of the
Trust, and shall be deemed when rendering services in fulfillment of HAS' duties
hereunder to be acting solely in such person's capacity as an officer, director,
partner, employee or agent of HAS.
(c) Notwithstanding any other provision of this Agreement, the Trust,
solely on behalf of and out of the assets of the applicable Portfolio(s), agrees
to defend, indemnify and hold HAS and the other HAS Parties harmless from all
demands, claims, causes or other actions or proceedings of any nature or kind
whatsoever (collectively, "Claims"), expenses, liabilities, debts, costs,
losses, reasonable attorneys' fees and expenses, payments, and damages of every
nature or kind whatsoever (collectively, "Damages") arising directly or
indirectly out of or in connection with:
(i) the provision of Trust Information to any HAS Parties by
or on behalf of the Trust Representatives and the reasonable
reliance on or use by the HAS Parties of Trust Information which is
furnished to any of the HAS Parties by or on behalf of any of the
Trust Representatives, including the reasonable reliance by HAS upon
the historical accounting records and other records of the Trust;
(ii) any delays, inaccuracies, errors or omissions in or
arising out of or attributable to Trust Information which is
furnished to any of the HAS Parties by or on behalf of any of the
Trust Representatives or to the untimely provision to HAS of such
Trust Information;
(iii) the taping or other form of recording of telephone
conversations or other forms of electronic communications with
investors and shareholders (or brokers or advisors acting on behalf
of investors or shareholders), or reasonable reliance by HAS on
telephone or other electronic instructions of any person acting on
behalf of a shareholder or shareholder account for which telephone
or other electronic services have been authorized;
(iv) the reasonable reliance on or the carrying out by HAS or
its officers or agents of any instructions reasonably believed to be
duly authorized, or requests of the Trust;
(v) any delays, inaccuracy, errors or omissions in or arising
out of or attributable to data or information provided to HAS by
data and/or pricing services or any other third party services,
including but not limited to escheatment and lost account services,
and/or the selection of any service provider, regardless of whether
the Trust hires such services itself or instead chooses to utilize
the service through HAS;
(vi) the offer or sale of shares by the Trust in violation of
any requirement under the federal securities laws or regulations or
the securities laws or regulations of any state or other
instrumentality, or in violation of any stop order or other
determination or ruling by any federal agency or any state agency
with respect to the offer or sale of such shares in such state or
instrumentality (1) resulting from activities, actions or omissions
by Trust Representatives, or (2) existing or arising out of
activities, actions or omissions by or on behalf of the Trust
Representatives prior to the earlier of (x) the effective date of
this Agreement and (y) the effective date of an agreement between
the parties hereto with respect to the subject matter hereof that
was in effect prior to the effective date of this Agreement;
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(vii) the noncompliance by the Trust, its investment
advisor(s) and/or its distributor with applicable securities, tax,
commodities and other laws, rules and regulations; and
(viii) any Claim asserted by any current or former shareholder
of the Trust, or on such shareholder's behalf or derivatively by any
representative, estate, heir or legatee, agent or other person, in
connection with the holding, purchase or sale of shares of the
Trust.
(d) Neither HAS nor any HAS Parties shall be indemnified against or held
harmless from any Claims or Damages arising directly or indirectly out of HAS'
or HAS Parties' own willful misfeasance, bad faith, negligence in the
performance of its duties, or reckless disregard of its obligations and duties
hereunder.
(e) HAS agrees to indemnify and hold harmless the Trust, the Trust
Representatives, its Trustees, officers, employees and agents, from and against
any and all Claims or Damages to which the Trust, its Trustees, officers,
employees and agents, may become liable arising directly or indirectly out of
HAS' or HAS Parties' own willful misfeasance, bad faith, negligence in the
performance of its duties, or reckless disregard of its obligations and duties
as set forth in this Agreement.
(f) If a claim is made against any party to this Agreement as to which
that party may seek indemnity under this Section 8 from the other party, the
party seeking indemnification shall notify the other party promptly after
receipt of any written assertion of such claim threatening to institute an
action or proceeding or service of summons or other legal process. Failure to
notify a party promptly of a claim for indemnification will relieve the party
from whom indemnification is sought from any liability which it may have on
account of the indemnity provisions set forth under this Section 8 unless the
party seeking indemnification can demonstrate to the reasonable satisfaction of
the other party that such party has not been prejudiced in any material respect
by such failure to so notify.
(g) The parties to this Agreement will cooperate in the control of the
defense of any action, suit or proceeding in which a party is involved and for
which indemnity is being provided by the other party. Any party from whom
indemnification is sought may negotiate the settlement of any action, suit or
proceeding subject to the other party's approval, which approval will not be
unreasonably withheld. The party seeking indemnification reserves the right, but
not the obligation, to participate in the defense or settlement of a claim,
action or proceeding with its own counsel. Costs or expenses incurred by a party
to whom indemnification is being provided in connection with, or as a result of
such participation, will be borne solely by the indemnifying party unless:
o the party seeking indemnification has received an opinion of counsel
from counsel to either party stating that the use of common counsel
would present an impermissible conflict of interest;
o the defendants in, or targets of, any such action or proceeding
include both HAS and the Trust, and legal counsel to either party
has reasonably concluded that there are legal defenses available to
a party which are different from or additional to those available to
the other party or which may be adverse to or inconsistent with
defenses available to a party; or
o the party from whom indemnification is sought authorizes the other
party to employ separate counsel at the expense of the indemnifying
party.
(h) Each of the HAS Parties, on the one hand, and the Trust, on the other
hand, shall have the duty to mitigate Damages for which the other party may
become responsible at law and/or in connection with this Agreement. This duty
shall include giving such other party every reasonable opportunity to correct or
ameliorate any error or other circumstance that caused, resulted in or increased
such Damages, and every reasonable opportunity to assist in such mitigation. The
parties acknowledge that the proper accounting, tax or other treatment of an
event or matter can be susceptible to differing opinions among reputable
practitioners of appropriate expertise, both as to events and transactions that
are complete and as to the most efficient remediation of events and transactions
that have resulted or may result in Damages. It is the intention of the parties
that events and transactions be treated and reported in a legitimate manner that
gives rise to the smallest amount of Damages, and that any remediation or
corrective action selected be that which gives rise to the smallest amount of
Damages
(i) NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT
SHALL ANY PARTY BE LIABLE FOR INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN
CONNECTION WITH THIS AGREEMENT.
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(j) It is expressly acknowledged and agreed that the obligations of the
Trust (and Portfolios thereof) hereunder shall not be binding upon any of the
shareholders, Trustees, officers, employees or agents of the Trust (and
Portfolios thereof), personally, but shall bind only the trust property of the
Trust and the applicable Portfolio, as provided in the Trust's Declaration of
Trust. The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by an officer of the Trust, acting as such, and
neither such authorization by such Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Trust and the applicable Portfolio as provided in the Trust's
Declaration of Trust.
(k) Except for remedies that cannot be waived as a matter of law and
injunctive relief, the remedies provided in this Section 8 shall be each party's
sole and exclusive remedies for Claims and Damages that arise directly or
indirectly in connection with this Agreement, or directly or indirectly out of
either party's actions (or failure to act) in connection with this Agreement.
The terms of this Section 8 will survive the termination of this
Agreement.
SECTION 9. Term. This Agreement shall become effective on the date first
herein above written, and shall continue in effect until June 12, 2012, unless
terminated with respect to a Portfolio or all Portfolios by HAS as set forth in
Section 6(f). This Agreement will automatically renew for additional 1 year
terms, unless terminated with respect to a Portfolio or all Portfolios by either
party upon written notice given at least 90 days prior to the expiration of the
then current term. The fees set forth in Exhibit C shall remain in effect during
the initial term of this Agreement, unless modified in writing by mutual
agreement of the parties. Such fees shall be with respect to the services
described herein only, and any additional services to be provided by HAS, either
as a result of new regulations or requirements, or at the request of the Trust,
will be subject to additional fees, as set forth in Section 6(e) of this
Agreement. HAS reserves the right to modify the fees payable by the Trust under
this Agreement for any renewal term by providing to the Trust a revised Exhibit
C at least 120 days prior to the expiration of the then current term. Upon
agreement to such fee modification by the Trust, such revised Exhibit C shall be
effective at the beginning of the subsequent term of the Agreement, and shall
remain in effect during such term, unless modified as described above.
If a party hereto is guilty of a material failure to perform its duties
and obligations hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice thereof to the Defaulting Party,
and if such material breach shall not have been remedied within thirty (30) days
after such written notice is given, then the Non-Defaulting Party may terminate
this Agreement by giving thirty (30) days written notice of such termination to
the Defaulting Party. In all cases, termination by the Non-Defaulting Party
shall not constitute a waiver by the Non-Defaulting Party of any other rights it
might have under this Agreement or otherwise against the Defaulting Party.
On the date of termination, the Trust, on behalf of the applicable
Portfolio, such Portfolio shall pay to HAS all fees, compensation and other
charges as shall be accrued or due (or would accrue and become due) under the
terms of this Agreement through the termination date of the Agreement.
On the date of termination, the Trust, on behalf of the applicable
Portfolio, agrees to pay, in addition to the amounts described above, reasonable
fees and expenses incurred by HAS in converting the Portfolio to a new service
provider or terminating the Portfolio. Such fees shall include compensation for
time spent by personnel of HAS, and shall include but not be limited to,
retrieving, compiling, and moving books, records and materials of the Portfolio
to the Trust or the successor mutual fund service provider, conversion tape
set-up fees, test conversion preparation and processing fees and final
conversion fees, the closing of HAS' records (and/or providing services related
to the Portfolio's liquidation or other transaction), and other services related
to termination of HAS' services. Such termination/conversion fees and expenses
and payment terms shall be mutually agreed upon in writing before HAS commences
its termination/conversion services.
HAS agrees upon termination of this Agreement:
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(a) to deliver to the Trust on behalf of the Portfolio or to the
Portfolio's successor mutual fund service provider(s), computer media containing
the Portfolio's accounts and records together with such record layouts and
additional information as may reasonably be necessary to enable the successor
mutual fund service provider(s) to utilize the information therein;
(b) to reasonably cooperate with the successor mutual fund service
provider(s) in the interpretation of the Portfolio's account and records;
(c) to forward all shareholder calls, mail and correspondence to the new
mutual fund service provider(s) upon de-conversion; and
(d) to act in good faith to make the conversion or termination as smooth
as possible for the successor mutual fund service provider(s) and the Trust.
SECTION 10. Notices. Any notice required or permitted hereunder shall be
in writing and shall be deemed to have been given and effective when delivered
in person or by certified mail, return receipt requested, at the following
address (or such other address as a party may specify by notice to the other):
(a) If to the Trust, to:
First Trust Series Fund
000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
Fax: (000) 000-0000
(b) If to HAS, to:
HAS Fund Services, Inc.
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: President
Fax: (000) 000-0000
Notice also shall be deemed given and effective upon receipt by any party
or other person at the preceding address (or such other address as a party may
specify by notice to the other) if sent by regular mail, private messenger,
courier service, telex, facsimile, or otherwise, if such notice bears on its
first page in 14 point (or larger) bold type the heading "Notice Pursuant to
Mutual Fund Services Agreement."
SECTION 11. Assignment; Nonsolicitation; and Other Contracts. This
Agreement may not be assigned or otherwise transferred by either party hereto,
without the prior written consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that either party may, in its sole
discretion and upon notice to the other party, assign all its right, title and
interest in this Agreement to an affiliate, parent or subsidiary, or to the
purchaser of substantially all of its business. HAS may, in its sole discretion,
engage subcontractors to perform any of its duties contained in this Agreement,
provided that HAS shall remain responsible to the Trust for all such delegated
duties in accordance with the terms and conditions of this Agreement, in the
same manner and to the same extent as if HAS were providing such services
itself. The Trust shall not require or expect HAS to enter into any agreements
for the Trust's direct or indirect benefit, including any sales, servicing or
other similar agreements that expose HAS to any liability that is greater than
the liability it is undertaking in this Agreement.
SECTION 12. Intended Beneficiaries. This Agreement shall be binding upon
the Trust, HAS and their respective successors and assigns, and shall inure to
the benefit of the Trust, HAS, the HAS Parties, their respective heirs,
successors and assigns. Nothing herein expressed or implied is intended to
confer upon any person not named or described in the preceding sentence any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
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SECTION 13. Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
nor shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
SECTION 14. Force Majeure. Neither party shall be responsible or liable
for any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitation, acts of God, earthquake, fires, floods,
failure or fluctuations in electrical power, wars, acts of terrorism, acts of
civil or military authorities, governmental actions, nonperformance by a third
party or any similar cause beyond the reasonable control of either party,
failures or fluctuations in telecommunications or other equipment, nor shall any
such failure or delay give the Trust the right to terminate this Agreement.
SECTION 15. Use of Name. The Trust and HAS agree not to use the other's
name nor the names of such other's affiliates, designees, or assignees in any
prospectus, sales literature, or other printed material written in a manner not
previously, expressly approved in writing by the other or such other's
affiliates, designees, or assignees except where required by the SEC or any
state agency responsible for securities regulation.
SECTION 16. Amendments. This Agreement may be modified or amended from
time to time by mutual written agreement between the parties. No provision of
this Agreement may be changed, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
SECTION 17. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law to any person or circumstance, such provision
shall be ineffective only to the extent of such prohibition or invalidity. In
the event that any one or more of the provisions contained in this Agreement or
any application thereof shall be invalid, illegal or unenforceable in any
respect or to any extent, the validity, legality or enforceability of the
remaining provisions of this Agreement and any other application of such invalid
provision shall not in any way be affected or impaired thereby.
SECTION 18. Headings; Pronouns; Certain Phrases; Rules of Construction.
The headings in the sections and subsections of this Agreement are inserted for
convenience only and in no way alter, amend, modify, limit or restrict the
contractual obligations of the parties. Wherever used in this Agreement,
masculine, feminine and neuter pronouns shall be deemed to include the other
genders. Singular pronouns and nouns (including defined terms) shall be deemed
to include the plural (and vice versa) as the context may require, but shall
have no effect upon the nature of a party's liability as joint or several. The
Exhibits to this Agreement are hereby incorporated by reference as if fully set
forth in this Agreement. Wherever used in this Agreement, the phrase "in
connection with" shall be given the broadest possible interpretation, and shall
include matters (without limitation) that are in whole or part caused by, relate
to, arise out of, are attributable to, or would not have occurred in the absence
of circumstances created by, the referent or object of such phrase. Each party
acknowledges that it was represented by legal counsel in connection with the
review and execution of this Agreement, or that it had an adequate opportunity
to engage counsel for such review and chose not to do so. The sole duties that
HAS is accepting in return for the fees and other remuneration hereunder are
expressly set forth herein. No exoneration of liability for a duty or other
indemnification or limitation shall be construed, by negative implication or
otherwise, to imply the existence of any duty. For example and without
limitation, indemnification of HAS for a failure of an investment advisor to
timely deliver trade tickets (or failure of any other third party to timely
deliver accurate Trust Information) shall not be construed to imply that HAS has
a duty to supervise such service provider or prevent a recurrence of such
failure.
SECTION 19. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
-12-
SECTION 20. No Strict Construction. The language used in this Agreement
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction shall be applied against any
party.
SECTION 21. The Trust and HAS agree that the obligations of the Trust and
each Portfolio under the Agreement shall not be binding upon any of the Board,
Shareholders, nominees, officers, employees or agents, whether past, present or
future, of the Trust individually, but are binding only upon the assets and
property of the Trust (or applicable Portfolio thereof), as provided in the
Trust's Declaration of Trust. The execution and delivery of this Agreement have
been authorized by the Board of the Trust, and signed by an authorized officer
of the Trust, acting as such, and neither such authorization by such Board
members nor such execution and delivery by such officer shall be deemed to have
been made by any of them or any Shareholder of the Trust individually or to
impose any liability on any of them or any Shareholder of the Trust personally,
but shall bind only the assets and property of the Trust (or applicable
Portfolio thereof), as provided in the Trust's Declaration of Trust.
SECTION 22. Entire Agreement; Survival; Governing Law. This Agreement, the
Exhibits hereto and any subsequent amendments of the foregoing embody the entire
understanding between the parties with respect to the subject matter hereof, and
supersedes all prior negotiations and agreements between the parties relating to
the subject matter hereof. The provisions of Sections 6 through 21, inclusive,
shall survive any termination of this Agreement. This Agreement shall be
governed by and construed and interpreted according to the internal laws of the
State of Delaware, without reference to conflict of law principles.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Mutual Fund
Services Agreement to be signed by their respective duly authorized officers as
of the day and year first above written.
FIRST TRUST SERIES FUND
By: /s/ Xxxxx X. Xxxxx Date 10/22/1010
____________________________________________ ______________
Print Name: Xxxxx X. Xxxxx
______________________________________
Title: President
___________________________________________
Attest: /s/ Xxxx Xxxxxxx
__________________________________________
HUNTINGTON ASSET SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx Date 10/14/1010
____________________________________________ ______________
Print Name: Xxxxxxx X. Xxxxxxxxx
______________________________________
Title: Sr. Vice President
______________________________________
By: Date
______________________________________ ______________
Print Name:
______________________________________
Title:
______________________________________
Attest:
______________________________________
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EXHIBIT A
to
Mutual Fund Services Agreement
LIST OF PORTFOLIOS
1. First Trust Preferred Securities and Income Fund
2. First Trust/Confluence Small Cap Value Fund
-15-
EXHIBIT B
to
Mutual Fund Services Agreement
GENERAL DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services HAS shall
provide.
o Provide a recordkeeping system that supports front-end load,
back-end load (CDSC), no-load and redemption fee funds.
o Provide asset allocation functionality including rebalancing of
shareholder accounts.
o Establish and maintain shareholder accounts and records, including,
but not limited to, address, dividend option, taxpayer
identification numbers and wire instructions.
o Process shareholder transactions (purchase, redemption and exchange
orders), received in good form and in accordance with the Trust's
prospectus.
o Process transfers of shares, received in good form, in accordance
with shareholder instructions.
o Execute transactions directly with broker-dealers, investment
advisers and other institutions acting on behalf of investors as
authorized by the Distributor.
o Prepare and certify shareholder lists in conjunction with proxy
solicitations.
o Calculate amounts due under 12b-1 and/or service plans and provide
reports.
o Issue confirmations in compliance with Rule 10b-10 under the
Securities Exchange Act of 1934, as amended (the "1934 Act").
o Issue monthly, quarterly or annual statements as agreed upon with
the Trust.
o File IRS forms 1099, 5498, and 1042-S with shareholders and/or the
IRS. File IRS forms 1042 and 945 with the IRS. The 1042 and 945
filings are made by HAS on behalf of the Fund only if HAS has the
authority and means to access the Trust bank accounts to facilitate
the required payments to the IRS.
o Perform such services as are required to comply with Rules 17a-24
and 17Ad-17 of the 1934 Act (the "Lost Shareholder Rules").
o Record the issuance of shares and maintain pursuant to Rule
17Ad-10(e) of the 1934 Act a record of the total number of shares of
each Portfolio which are authorized, based upon data provided to it
by the Trust, and issued and outstanding.
o Process and transmit payments for dividends and distributions
declared by each Trust for each Portfolio, after deducting any
amount required to be withheld by any applicable laws, rules and
regulations and in accordance with shareholder instructions.
o Provide access to NSCC's Fund/SERV and Networking. Additional
functionality may be available and supported as an optional service.
o Provide a Blue Sky system that will enable the Trust to monitor the
total number of shares of each Portfolio sold in each state. In
addition, the Trust or its agent, including HAS, shall identify to
HAS in writing those transactions and assets to be treated as exempt
from the blue Sky reporting for each state. The responsibility of
HAS for each Portfolio's Blue Sky state registration status is
solely limited to the initial compliance by the Trust for each
Portfolio and the reporting of such transactions to the Trust or its
agent.
o Answer correspondence from shareholders, broker-dealers, and others
relating to the Portfolios and such other correspondence as may from
time to time be mutually agreed upon.
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o Establish procedures and controls designed to mitigate risk to the
Trust which are compliant with applicable SEC regulations. HAS
reserves the right to implement policies not governed by SEC
regulation or the Trust's prospectus.
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EXHIBIT C
to
Mutual Fund Services Agreement
TRANSFER AGENCY FEE SCHEDULE
ADDITIONAL SERVICES NOT CONTEMPLATED IN THIS SCHEDULE WILL BE NEGOTIATED ON A
CASE-BY-CASE BASIS.
I FEES (AS DEFINED IN THE GENERAL DESCRIPTION OF TRANSFER AGENCY SERVICES)[1][2]
--------------------------------------------------------------------------------
ANNUAL PER ACCOUNT FEES:
o Direct Accounts - $20 per year for the first 5,000
shareholder accounts per fund;
$18 thereafter
o NSCC Accounts - $15 per year for the first 5,000
shareholder accounts per fund;
$14 thereafter
o Closed Accounts - $ 4 per year
ANNUAL PER ACCOUNT FEES ARE SUBJECT TO AN ANNUAL MINIMUM OF $20,000 PER
PORTFOLIO. EACH ADDITIONAL SHARE CLASS OF AN EXISTING PORTFOLIO IS SUBJECT TO
AN ANNUAL MINIMUM OF $7,500.
[1] Fees do not include out-of-pocket expenses which include but are not
limited to: fulfillment services, form design and printing, statement and
confirmation production, tax form production and mailing, paper and
envelope design and printing, postage and handling, shipping, bank fees,
NSCC charges, record storage, telephone charges, DST FanMail/VISION,
regulatory filing fees and all other expenses incurred on behalf of the
Trust and its individual portfolios. Additional services and/or fees not
contemplated in this schedule will be negotiated on a per occurrence
basis.
[2] Annual minimum fees are subject to a cost of living adjustment of 3% per
year based on the prior year's annual minimum fee.
II ANTI-MONEY LAUNDERING - CUSTOMER IDENTIFICATION PROGRAM (PATRIOT ACT)
--------------------------------------------------------------------------------
- New Account Service - $4 per account
- Annual OFAC Support - $1.50 per active account
- Research - $150 per hour plus 3rd party
research service fees
- Suspicious Report Filing - $150 per report
III OTHER SERVICES
--------------------------------------------------------------------------------
- Rule 22c2 support and monitoring - $14,000 - includes two portfolios, plus
- $0.10 per transaction over 2,000 per month
- Fund/SERV, Networking, and/or CommSERV - $600 per cusip per year
- Physical Commission/12b-1 Check - $10 per check
- Offline Shareholder Research - $50 per hour (1 hour minimum, billed to shareholder)
- XXX Account Annual Maintenance - $15 per account (billed to shareholders)
- Compliance Mailings: - External Vendor - Pass through
(semi-annual, annual reports, W-8/W-9, etc.) - Internal Mailing - $3.50 per item
- Fulfillment (3rd Party Vendor) - Pass through plus $1.00 per order
- AD-HOC Report Generation - $150 per report
- Updates of Model Forms/Documents - $50 per document
- Customization of Forms/Documents - $2,500 per document
- CUSTOM PROGRAMMING OR DATA EXTRACTIONS:
- Systems Staff - $150 per hour
- Third Party Vendor - Quoted As Needed
IV REPRICING
--------------------------------------------------------------------------------
There will be a $500.00 per day minimum fee/rerun charge when the nightly
processing has to be repeated due to incorrect NAV or dividend information
received from the Portfolio Pricing Agent due to incorrect or untimely
information provided by an Advisor or its Agent.
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INTERNET SERVICES FEE SCHEDULE
ADDITIONAL SERVICES NOT CONTEMPLATED IN THIS SCHEDULE WILL BE NEGOTIATED ON A
CASE-BY-CASE BASIS.
MODEL WEBSITE
I SETUP AND MAINTENANCE
-----------------------------------------------------------------
- $5,000
- Setup and Branding of Standard Pages - $2,500
- Annual Site Maintenance [1] - $600
- Annual Site Hosting
[1] Annual Maintenance includes quarterly updates of fact sheets, performance and holdings as well as the
annual report, semi-annual report, prospectus and forms.
SHAREHOLDER ACCESS
I SETUP AND MAINTENANCE
------------------------------------------------------------------
- Setup and Branding of Standard Pages [2] - $7,500
[2] Standard pages are branded to include the name of the Fund group and the
Fund logo. Design and layout of the standard pages are subject to change.
II FEES
-----------------------------------------------------------------
- Annual Shareholder Access - per site - $12,000
- Clerical/Maintenance Transactions - $0.75 each
- Financial Transactions - $0.40 each
- Inquiry - $0.05 each
- New Accounts - $1.90 each
E-DELIVERY
I SETUP AND MAINTENANCE
-------------------------------------------------------------
- Electronic Statement Setup - $3,500
II FEES
-------------------------------------------------------------
- Electronic statement/confirmation creation, - $0.30 per statement, minimum $250 per statement cycle
delivery, tracking and retention
- Electronic delivery and tracking of material - $500 per instance, plus $0.30 per electronic delivery
-19-
EXHIBIT D
to
Mutual Fund Services Agreement
GENERAL DESCRIPTION OF THE HAS AML PROGRAM SERVICES
The following is a general description of the HAS AML Program services HAS shall
provide to the fund:
o Customer Identification. Verify shareholder identity upon opening
new accounts, consistent with the HAS AML Program, and perform such
other checks and verifications as are specified in HAS' Customer
Identification Program (which is a component of the HAS AML
Program).
o Purchase Transactions. HAS shall reject and return to sender any and
all checks, deposits, and other deliveries of cash or property that
do not comply with the HAS AML Program, subject to the provisions of
any additional agreement between the Trust and HAS regarding special
liability checks and other remittances.
o Monitoring and Reporting. Monitoring shareholder transactions and
identifying and reporting suspicious activities that are required to
be so identified and reported, including suspicious activity reports
or Form 8300 reports, and provide other reports of shareholder
activity to the Securities and Exchange Commission, the U.S.
Treasury Department, the Internal Revenue Service, and other
appropriate authorities, in each case consistent with the HAS AML
Program.
o Frozen Accounts. HAS shall place holds on transactions in
shareholder accounts or freeze assets in shareholder accounts as
provided for in the HAS AML Program.
o Maintenance of Records. Maintain all records or other documentation
related to shareholder accounts and transactions therein that are
required to be prepared and maintained pursuant to the HAS AML
Program, and make the same available for inspection by (1) the
Trust's compliance officer, (2) any auditor of the Trust, (3)
regulatory or law enforcement authorities, and (4) those other
persons specified in the HAS AML Program.
o Other Services. HAS shall apply all other policies and procedures of
the HAS AML Program to the Trust.
o Maintenance of the HAS AML Program. HAS shall maintain and modify
the HAS AML Program from time to time to ensure that it remains
reasonably designed to ensure compliance with the Applicable AML
Laws. Upon request by the Trust, HAS shall make available its
compliance personnel to the Trust and the Trust's counsel to discuss
amendments to the HAS AML Program that the Trust or its counsel
believes are necessary to keep such program in compliance with
Applicable AML Laws. Changes to HAS' AML Program or special
procedures may be implemented, at HAS' sole discretion, for an
additional fee to be agreed upon. The Trust may cancel its
participation in the HAS AML Program at any time, and no further
fees to HAS in respect of such program shall accrue after the date
of cancellation.
o Quarterly Certification. On a quarterly basis during the term of
this Agreement, HAS will certify to the Trust's Board of Trustees
that it has implemented the HAS AML Program and that it will
continue to perform the specific requirements of the HAS AML Program
in accordance with the terms of this Agreement.
-20-
