RECORDKEEPING AGREEMENT
This Agreement is made by and between Touchstone Securities, Inc., and
Service Provider as of the date set forth below.
RECITALS
X. Xxxxxxxxxx Securities, Inc., ("Company") is a registered investment
advisor, registered under the Investment Advisors Act of 1940, and is the
advisor to the Touchstone Funds, an open-end investment company with one or more
series or classes of shares, each such series or class of shares identified on
Exhibit A (the "Funds"), as amended from time to time, (each a "Fund").
B. Integrated Fund Services, Inc. ("Integrated") is a transfer agent,
registered under the Securities Exchange Act of 1934, to the Funds.
C. Service Provider administers omnibus accounts that invest in the Funds.
D. Company wishes to have Service Provider perform certain recordkeeping,
shareholder communication, and other services for such Fund accounts.
E. Service Provider is willing to perform the services described in Exhibit
B on the terms and conditions set forth herein.
AGREEMENT
THEREFORE, in consideration of the foregoing and the mutual promises set
forth below, the parties agree as follows:
1. EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective as to
any particular Fund at such time as a Fund share is first placed in an omnibus
account (i) where Service Provider is named as the record owner or (ii) where
the beneficial Fund shareholder is a Service Provider customer (collectively
"Service Provider Accounts"), but in no event, with respect to any Fund before
the effective time of all agreements and other documents containing such
representations, warranties, covenants, and agreements as may be required by any
order of the Securities and Exchange Commission.
2. STATUS OF SERVICE PROVIDER. Service Provider represents and warrants:
a. (i) that it is a broker or dealer as defined in Section 3(a)(4) or
3(a)(5) of the Securities Exchange Act of 1934 ("Exchange Act"); that it is
registered with the Securities and Exchange Commission pursuant to Section 15 of
the Exchange Act; that it is a member of the National Association of Securities
Dealers, Inc. ("NASD"), and that, during the term of this Agreement, it will
abide by all of the rules and regulations of the NASD including, without
limitation, the NASD Rules of Fair Practice. Service Provider agrees to notify
Company immediately in the event of (1) its expulsion or suspension from the
NASD; or (2) its being found to have violated any applicable federal or state
law, rule or regulation arising out of its activities as a broker-dealer or in
connection with this Agreement, or which may otherwise affect in any material
way its ability to act in accordance with the terms of this Agreement. Service
Provider's expulsion from the NASD will automatically terminate this Agreement
immediately without notice. Suspension of Service Provider from the NASD for
violation of any applicable federal or state law, rule or regulation will
terminate this Agreement effective immediately upon written notice of
termination to Service Provider; or
(ii) that it is a "bank," as that term is defined in Section 3(a)(6) of the
Exchange Act and that, during the term of this Agreement, it will abide by the
rules and regulations of those state and federal banking authorities with
appropriate jurisdiction over Service Provider, especially those regulations
dealing with the activities of the Service Provider as described under this
Agreement. Service Provider agrees to notify Company immediately of any action
by or communication from state or federal banking authorities, state securities
authorities, the Securities and Exchange Commission, or any other party which
may affect its status as a bank, or which may otherwise affect in any material
way its ability to act in accordance with the terms of this Agreement. Any
action or decision of any of the foregoing regulatory authorities or any court
of appropriate jurisdiction which affects Service Provider's ability to act in
accordance with the terms of this Agreement, including the loss of its exemption
from registration as a broker or dealer will terminate this Agreement effective
upon written notice of termination to Service Provider; or
(iii) that its activities and business, including the services which are
rendered under this Agreement do not require the Service Provider to register as
a broker or a dealer with the Securities and Exchange Commission. Service
Provider agrees to notify Company immediately of any action by or communication
from state securities authorities, the Securities and Exchange Commission, or
any other party which action or communication may in any material way affect its
ability to act in accordance with the terms of this Agreement. Any action or
decision of any of the foregoing regulatory authorities or any court of
appropriate jurisdiction which affects the Institution's ability to act in
accordance with the terms of this Agreement, including the loss of its exemption
from registration as a broker or dealer, will terminate this Agreement effective
upon written notice of termination to Service Provider;
AND
b. (i) that Service Provider is registered with the appropriate securities
authorities in all states in which its activities make such registration
necessary, and that Service Provider will not transact trades for Fund shares in
states or jurisdictions in which Company indicates Fund shares may not be sold;
and
(ii)that regardless of whether Service Provider is a member of the NASD,
Service Provider will comply with the rules of the NASD, including, in
particular, Sections 2310, IM 2310-2, and 2830 of the NASD Conduct Rules, and
that Service Provider will maintain adequate records with respect to its
customers and their transactions, and that such transactions will be without
recourse against Service Provider by its customers.
3. SERVICES. During the term of this Agreement, Service Provider shall
perform the services set forth on Exhibit B (the "Services") for all Service
Provider Accounts.
The parties acknowledge and agree that the Services are recordkeeping,
shareholder communication and related services only and are not the services of
any underwriter or a principal underwriter of any Fund within the meaning of the
Securities Act of 1933, as amended ("1933 Act") or the Investment Company Act of
1940, as amended ("1940 Act"). This Agreement does not grant Service Provider
any right to purchase shares from any Fund (although it does not preclude
Service Provider from purchasing any such shares), nor does it constitute
Service Provider as an agent of any Fund or Company for purposes of selling
shares of any Fund to any dealer or the public. To the extent Service Provider
is involved in any Service Provider customer's purchase of shares of any Fund,
such involvement shall be as agent of such customer only and such purchases
shall be made through the principal underwriter of such Fund. The parties
understand that Company may or may not pay another corporation for the type of
administrative services to be provided by Service Provider.
4. FEES. Company recognizes that it will derive a savings of administrative
expense, such as significant reductions in postage, recordkeeping, and
shareholder communication expense, by virtue of having a sole shareholder rather
than multiple shareholders. In consideration of the administrative savings
resulting from such arrangement, the Company agrees to pay to Service Provider a
fee, which shall be calculated and paid in accordance with Exhibit C (the
"Fee"), for performing Services. Should Exhibit B be amended to revise the
Services, the parties may also amend Exhibit C, if necessary, in order to
reflect any negotiated change in the Fee.
5. INFORMATION TO BE PROVIDED.
a. Shareholder Communications. Company, its affiliates or its mailing
agent, at its cost, shall provide to Service Provider reasonable quantities of
each Fund's proxy statements, annual and periodic reports, statements of
additional information and then-current prospectuses, including supplements and
amendments thereto. Service Provider shall make available, at its cost, such
shareholder communications to all Service Provider customers who are
shareholders of that Fund.
b. Sales Materials. In addition to the shareholder communications listed
above, Company, its affiliates or its mailing agent, at its cost, shall provide
to Service Provider certain materials, such as sales materials, that are
reasonably requested by Service Provider and readily available from Company.
Service Provider, at its cost, may provide these materials as it determines in
its sole discretion to its customers.
6. COMPLIANCE; INSTRUCTIONS; UNCONTROLLABLE EVENTS; INDEMNIFICATION.
a. Service Provider Not Responsible. Service Provider is not responsible
for and shall have no liability with respect to: (i) any information contained
in any Fund's prospectus, statement of additional information, registration
statement, annual or periodic report, proxy statement or advertising or
marketing materials (except for advertising or marketing materials prepared by
Service Provider that is not accurately derived from information created by
Company, any Fund or any "affiliated person," as defined in the rules pursuant
to the 1940 Act (each an "Affiliate")); (ii) the tabulation of returned
proxies; (iii) the registration or qualification of shares of each Fund in
accordance with applicable federal and state laws; (iv) the compliance or
failure to comply by Company, any Fund or any Affiliate with the 1940 Act and
Investment Advisers Act of 1940, as amended, or other applicable federal and
state laws, including the rules and regulations of the same; (v) the compliance
or failure to comply by Company, any Fund or any Affiliate with the rules and
regulations of any self-regulatory organization with jurisdiction over Company,
such Fund or such Affiliate.
b. Company Not Responsible. Company shall not be responsible for (i) any
Service Provider representation concerning a Fund when such representation was
not included in a Fund's prospectus, statement of additional information or
advertising or marketing material and was not approved by Company in writing;
or (ii) the compliance or failure to comply by Service Provider with any
applicable federal or state law, rule, or regulation or the rules and
regulations of any self-regulatory organization with jurisdiction over Service
Provider, except to the extent that the failure to comply by Service Provider
is caused by the failure of Company, any Fund, or any Affiliate to comply with
any applicable law, rule, or regulation or such party's breach of this
Agreement.
c. Reliance on Records and Instructions. Service Provider may rely on any
written record or instruction provided by Service Provider customers, Company
or any Fund, or by their authorized employees, officers or agents in order to
provide Services.
d. Unforeseeable Events. Except as otherwise provided in this Agreement,
neither party assumes any responsibility hereunder, and shall not be liable to
the other (and Service Provider shall not be liable to any Fund or any
Affiliate) for any damage, loss of data, delay or other loss caused by events
beyond its reasonable control.
e. Service Provider Indemnification. Company shall indemnify, defend,
protect and hold harmless Service Provider and its directors, officers,
employees, controlling persons and agents from and against any claim, demand,
action, loss, damage, liability, cost, charge, reasonable counsel fees, and
expense of any nature (collectively "Loss") they incur arising out of: (i) an
inaccuracy or omission in any Fund's prospectus, statement of additional
information, registration statement, annual or periodic report, brochure, proxy
statement or advertising or marketing materials (except for advertising or
marketing materials prepared by Service Provider that is not accurately derived
from information created by Company, any Fund or any Affiliate); (ii) any
breach by Company of this Agreement, except to the extent such Loss results
from Service Provider's breach of this Agreement, willful misconduct or
negligence; (iii) the negligence or willful misconduct of Company or any Fund.
f. Company Indemnification. Service Provider shall indemnify, defend,
protect and hold harmless Company and its directors, officers, employees,
controlling persons and agents from and against any Loss they incur arising out
of: (i) an inaccuracy or omission in any Service Provider advertising,
representation, oral statement or promotional material (except for an
inaccuracy or omission accurately derived from information created by Company,
any Fund or any Affiliate); (ii) any breach by Service Provider of this
Agreement, except to the extent such Loss results from Company's breach of this
Agreement, willful misconduct or negligence; (iii) the negligence or willful
misconduct of Service Provider; and (iv) any inaccuracy or omission in
information, including but not limited to trade information, provided by
Service Provider to the Fund, Integrated or Company upon which the Fund or
Company relies or acts.
g. Limitation of Indemnity. Company shall have no obligation of indemnity
to the extent said loss, claim, damage, liability or expense is caused by an
act or omission Service Provider. Each party shall use its best efforts to
mitigate all costs and expenses. Additionally, Service Provider and Company
hereby acknowledge and agree that the obligation of indemnity or reimbursement
of Company, if any, shall be limited to actual damages. In no event shall
Company be liable, in any manner whatsoever, for consequential, incidental,
special or punitive damages.
h. Notice of Indemnification. Promptly upon notice of the commencement of
an investigation, action, claim or proceeding ("Indemnifying Event"), a party
seeking indemnification shall notify the indemnifying party of such
Indemnifying Event; provided, however, an omission to notify the indemnifying
party of an Indemnifying Event shall not relieve it from any liability which it
may have to any indemnified party other than pursuant to this Section. In case
an Indemnifying Event is brought against an indemnified party and it notified
the indemnifying party of the commencement of the Indemnifying Event, the
indemnifying party shall be entitled to participate in the Indemnifying Event
or assume the defense thereof, with counsel satisfactory to the indemnified
party. If the indemnifying party assumes the defense of an Indemnifying Event,
the indemnified party shall bear the expenses of any additional counsel
subsequently retained by it, other than reasonable costs of investigation. The
indemnified party may not settle any action without the advance written consent
of the indemnifying party. The indemnifying party may not settle any action
without the advance written consent of the indemnified party unless such
settlement completely and finally releases the indemnified party from any and
all liability. In either event, such consent shall not be unreasonably
withheld.
i. Net Asset Value Correction. Company shall comply with the procedures
regarding the resolution of net asset value errors as set forth in Exhibit D
(the "Pricing Correction Procedures"). Service Provider acknowledges and agrees
with the procedures.
j. Survival. This Section 6 shall survive the termination of this
Agreement.
7. REPRESENTATIONS AND WARRANTIES.
a. Company Representations and Warranties. Company represents and warrants
that: (i) Company and each person executing this Agreement on its behalf are
duly authorized and empowered to execute and deliver this Agreement; (ii)
Company shall not violate the terms of any other servicing or selling agreement
that Company may have with other third party administrators, broker-dealers or
fund distributors by entering into this Agreement; (iii) each Fund is and shall
continue for the term of this Agreement to be registered as an investment
company under the Company Act; (iv) shares of each Fund are and shall continue
for the term of this Agreement to be registered under the 1933 Act; (v) each
Fund shall comply with all applicable laws, rulings and orders; and (vi) each
Fund's prospectus, statement of additional information, registration statement,
annual and periodic report, brochure, proxy statement and advertising and
marketing materials shall be in compliance with all applicable laws, rulings
and orders.
b. Service Provider Representations and Warranties. Service Provider
represents and warrants that: (i) Service Provider and each person executing
this Agreement on its behalf is duly authorized and empowered to enter into
this Agreement; (ii) Service Provider shall not violate the terms of any other
servicing or selling agreement that Service Provider may have with other fund
parties or fund distributors by entering into this Agreement; (iii) all Service
Provider personnel are and shall continue for the term of this Agreement to be
registered pursuant to the requirements of applicable federal and state
securities laws; (iv) Service Provider and its agents shall not oppose,
interfere or recommend a certain action in connection with solicitation of Fund
proxies; (v) Service Provider's receipt of fees under this Agreement will not
constitute a "prohibited transaction" as such term is defined in Section 406 of
ERISA and Section 4975 of the Internal Revenue Code of 1986; and (vi) Service
Provider will inform its customers that they are transacting business with
Service Provider and not with Company or the Funds, and that customers may look
only to Service Provider for resolution of problems or discrepancies in their
accounts or between their accounts and Service Provider's omnibus accounts.
c. Survival. This Section 7 shall survive the termination of this
Agreement.
8. TERMINATION.
a. Termination with Notice. This Agreement may be terminated by either
party as to any Fund upon sixty (60) days' written notice, or upon such shorter
notice as is mutually agreed upon or required (i) by law, order, or instruction
by a court of competent jurisdiction or a regulatory body; (ii) by a
self-regulatory organization with jurisdiction over the terminating party; or
(iii) as described in Section 2.
b. Termination without Notice. This Agreement shall automatically terminate
(i) as to any Fund upon the termination of Integrated's engagement as the
transfer agent to such Fund (except in connection with any assignment in
accordance with Section 12).
c. Pre-Termination Shares. After the termination of this Agreement with
respect to any and each Fund
(i) Company shall not be obligated to pay the Fee with respect to any
share that is placed or purchased in a Service Provider Account after the
date of such termination;
(ii) Company shall continue to be obligated to pay the Fee with respect
to all shares placed or purchased in Service Provider Accounts prior to or
at the date of such termination and which were considered in the
calculation of the Fee as of the date of such termination, including any
share that may subsequently be created as a result of dividend
reinvestments or capital gains distributions, for so long as any such share
is held in an Service Provider Account (each a "Pre-Termination Share"),
and Service Provider continues to perform Services for the Pre-Termination
Share; and
(iii) If at any time neither Company nor any person controlling,
controlled by, or under common control with Company continues to be engaged
by such Fund in any capacity, then Company shall be relieved of its
obligation pursuant to Section 8c(ii) provided this Agreement is assigned
pursuant to Section 12 and such assignee assumes Company's obligations
hereunder.
(iv) So long as Service Provider continues to receive its Fee, Service
Provider shall continue to perform Services for each Pre-Termination Share.
(v) For so long as Service Provider continues to perform Services
related to any Pre-Termination Share, this Agreement shall remain in full
force and effect with respect to such Pre-Termination Share.
9. AMENDMENTS. This Agreement, including any Exhibit, may only be amended
upon mutual written agreement of Service Provider and Company; provided,
however, that Exhibit A may be updated solely by Company from time to time upon
written notice to Service Provider. Notwithstanding the foregoing, the placing
of any share of a Fund in a Service Provider Account, whether or not it is
reflected in Exhibit A, shall operate as an amendment to this Agreement, and
both parties agree to be bound by this Agreement with respect to such Fund.
10. PROPRIETARY INFORMATION. Company acknowledges that the identities of
Service Provider customers and information maintained by Service Provider
regarding those customers constitute the valuable property of Service Provider.
Company agrees that, should it come into possession of any list or compilation
of the identities of or other information about Service Provider customers, or
any other property of Service Provider, other than such information as may be
independently developed or compiled by Company, Company shall hold such
information and property in confidence and refrain from using, disclosing or
distributing any such information or property except (i) with Service Provider's
prior written consent; or (ii) as required by law or judicial process. This
Section shall survive the termination of this Agreement.
11. NON-EXCLUSIVITY. This Agreement is not exclusive between the parties.
Either party may enter into a similar agreement with any investment company or
other service provider, as may be applicable.
12. ASSIGNMENT. This Agreement may be assigned only upon the prior written
consent of the non-assigning party.
13. NOTICES. All notices or communications required by this Agreement shall
be in writing and delivered (i) personally; (ii) by first class, postage
prepaid, U.S. Mail; or (iii) by overnight delivery. Notices and communications
shall be deemed to have been received as of the earlier of actual physical
receipt or three (3) days after deposited in U.S. Mail. All notices and
communications shall be delivered or sent to the parties' address stated in the
signature blocks.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties as to the subject matter hereof and supersedes all prior
agreements, whether written or oral, regarding such subject matter.
15. WAIVER. No waiver of any provision of this Agreement shall be binding
unless in writing and executed by the party granting such waiver. Any valid
waiver of a provision set forth herein shall not constitute a waiver of any
other provision of this Agreement and shall not constitute a permanent or future
waiver of such provision.
16. GOVERNING LAW. This Agreement shall be governed by and interpreted
pursuant to the law of the State of Ohio.
17. 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.
18. PRIVACY AND CONFIDENTIAL INFORMATION. Service Provider and Company each
represent that it has adopted and implemented procedures to safeguard customer
information and records that are reasonably designed to: (i) ensure the security
and confidentiality of its customer records and information; (ii) protect
against any anticipated threats or hazards to the security or integrity of
customer records and information; (iii) protect against unauthorized access to
or use of its customer records or information that could result in substantial
harm or inconvenience to any customer; (iv) protect against unauthorized
disclosure of non-public personal information to unaffiliated third parties; and
(v) otherwise ensure its compliance with the Securities and Exchange
Commission's Regulation S-P.
19. ANTI-MONEY LAUNDERING. Service Provider represents and warrants that it
has in place and will maintain suitable and adequate customer identification
verification policies and procedures and that it shall comply with all
applicable laws and regulations, including the U.S. Patriot Act, regarding
anti-money laundering activity and will provide such documentation to Touchstone
upon request.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly
authorized officers as of this _______________ day of ____________, 2004.
TOUCHSTONE SECURITIES, INC. SERVICE PROVIDER:
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a ------------------------------
By: ------------------------------- By: ------------------------------
Printed Printed
Name: Xxxxxxx X. Xxxxxxxx Name:
-------------------------------- -----------------------------
As Its:
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Address: 000 Xxxx Xxxxxx Xxxxxx Address:
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Suite 300
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Xxxxxxxxxx, XX 00000
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Exhibit A - Funds
(List of Funds/Portfolios/Classes to which fees are applicable)
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FUND NAME SYMBOL CUSIP CLASS
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Emeging Growth Fund TEGAX 00000X000 A
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Small Cap Growth Fund TESAX 00000X000 A
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Large Cap Growth Fund TEQAZ 00000X000 A
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Core Bond Fund TOBAX 89154X502 A
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High Yield Fund THYAX 89154X809 A
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Ohio Insured Tax-Free Fund TOHAX 89154X603 A
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Exhibit B - Services
Capitalized terms used in this Exhibit have the meanings given them in the
agreement to which this Exhibit is attached (the "Agreement").
1. RECORD MAINTENANCE. Service Provider or its agents shall maintain records
with respect to each Fund as required by law. Such records shall include:
a. the number of shares;
b. the date and price of purchases and redemptions (including dividend
reinvestments) and dates and amounts of dividends paid for at least the
current year to date;
c. the name and address of each such customer, including zip codes and tax
identification numbers;
d. records of distributions and dividend payments; e. any transfers of
shares; and f. overall control records.
2. FUND COMMUNICATIONS. Service Provider or its agents shall prepare:
a. quarterly reports of the number of positions held in each Fund for each
business day on which the Fee is to be paid pursuant to the Agreement,
with such reports expressing both position and dollar amounts. Such
reports shall be subject to verification by Company based on such
Service Provider records that Service Provider shall make available to
Company at reasonable times and as is reasonably necessary for such
verification; and
b. periodic reports as is reasonably necessary for Company and each Fund
to comply with applicable state securities laws.
3. SHAREHOLDER COMMUNICATIONS. Service Provider or its agents shall:
a. as provided in the Section 5(b) of the Agreement, mail Fund
prospectuses, statements of additional information, and any supplements
thereto, upon shareholder request and, as applicable, with confirmation
statements;
b. as provided in the Section 5(b) of the Agreement, mail updated
prospectuses, annual and periodic reports, proxy statements, and other
appropriate shareholder communications of each Fund as requested by
Company;
c. mail statements to shareholders on a quarterly basis, (showing, among
other things, the number of shares of each Fund owned by such customer
and the net asset values of such Funds as of a recent date;
d. produce and mail to shareholders confirmation statements reflecting
purchases and redemptions of shares of each Fund in Service Provider
accounts; and
e. respond to shareholder inquiries regarding, among other things, share
prices, account balances, dividend amounts and dividend payment dates.
4. TRANSACTIONAL SERVICES. Service Provider shall accept and process the
following:
a. purchase, redemption and exchange orders of shares of each Fund; b.
customer transfers; c. ownership changes and estate settlements;
d. Fund reorganizational matters, such as CUSIP changes and mergers; and e.
dividend reelection changes.
5. TAX INFORMATION RETURNS AND REPORTS. Service Provider or its agents shall
prepare and file with the appropriate governmental agencies, such
information, returns and reports required to be filed for reporting (i)
dividends and other distributions made; (ii) amounts withheld on dividends
and other distributions and payments under applicable federal and state
laws, rules and regulations; and (iii) gross proceeds of sales transactions
as required. Service Provider shall provide its customers average cost
basis reporting and supplemental tax information.
6. PROCESSING AND TIMING OF TRANSACTIONS.
a. The Company hereby appoints Service Provider as its agent for the
limited purpose of accepting purchase and redemption orders for Fund
shares from the Plans and/or Participants, as applicable. On each day
the New York Stock Exchange (the Exchange") is open for business
(each, a "Business Day"), Service Provider may receive instructions
from the Plans and/or Participants for the purchase or redemption of
shares of the Funds ("Orders"). Orders received and accepted by Service
Provider prior to the close of regular trading on the Exchange (the
"Close of Trading") on any given Business Day and transmitted by
Service Provider to Integrated by (i) 4:00 a.m. Eastern time via NSCC
Defined Contribution Clearance and Settlement System ("DCC&S") or (ii)
8:00 a.m. Eastern time via facsimile the next Business Day will be
executed by the Fund at the net asset value determined as of the Close
of Trading on the Business Day the order was received by Service
Provider. Any Order shall constitute a representation by Service
Provider that all transactions included or reflected in the NSCC
transmission or facsimile were received by Service Provider by the
Close of Trading on that business day. Instructions from a client
received in proper form by Service Provider after the Close of Trading
on a business day shall be treated as if received on the following
business day.
Any Orders received by Service Provider on such day but after the Close
of Trading, and all Orders that are transmitted to Integrated after
8:00 a.m. Eastern on the next Business Day, will be executed by the
Fund at the net asset value determined as of the Close of Trading on
the next Business Day following the day of receipt of such Order. The
day on which an Order is executed by the Fund pursuant to the
provisions set forth above is referred to herein as the "Effective
Trade Date."
b. By 7:00 p.m. Eastern time, on a best efforts basis, on each Business
Day, Integrated will provide to Service Provider via facsimile or other
electronic transmission acceptable to Service Provider the Funds' net
asset value, dividend and capital gain information and, in the case of
income funds, the daily accrual for interest rate factor (mil rate),
determined at the Close of Trading.
c. By 8:00 a.m. Eastern time on the Business Day following the receipt of
orders, Service Provider will provide to Integrated via facsimile a
report stating whether the Orders received by Service Provider from
Participants by the Close of Trading on such Business Day resulted in
each Plan being a net purchaser or net seller of shares of the Funds.
d. Upon the timely receipt from Service Provider of the report described
in (c) above, Integrated will execute the purchase or redemption
transactions (as the case may be) at the net asset value computed at
the Close of Trading on the Effective Trade Date. Such purchase and
redemption transactions will settle on the Business Day next following
the Effective Trade Date. Payments for net purchase and net redemption
orders shall be made by wire transfer if order was via facsimile by the
Plan (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. If the trade was placed via
Fund/SERV, then settlement will be via Fund/SERV in accordance with the
guidelines and operational procedures set forth by the NSCC and the
Securities Industry Automation Corporation ("SIAC").
EXHIBIT C - FEE
Capitalized terms used in this Exhibit have the meanings given them in the
agreement to which this Exhibit is attached (the "Agreement").
1. The Company shall pay to Service Provider a Sub-Accounting Fee with
respect to each Fund on all open positions held in an omnibus
account(s) (i) where Service Provider is the recordkeeper or (ii) where
the beneficial Fund shareholder is a Service Provider customer. The fee
shall be computed daily and paid quarterly in arrears, equal to XX
basis points (0.XX%) applied to the average daily value of the total
number of shares of such Fund held in accounts at the Service Provider.
or The fee shall be computed and paid quarterly in arrears, equal to $X
per beneficial customer position held in accounts at the Service
Provider
AND/OR The Company shall pay to Service Provider a Fee with respect to each
Fund on all open positions held in an omnibus account(s) (i) where
Service Provider is the recordkeeper or (ii) where the beneficial Fund
shareholder is a Service Provider customer. The fee shall be computed
daily and paid quarterly in arrears, equal to XX basis points (0.XX%)
applied to the average daily value of the total number of shares of
such Fund held in accounts at the Service Provider.
AND/OR With respect to any Fund that offers shares for which a Plan has been
adopted under Rule 12b-1 (a "12b-1 Plan") of the Investment Company Act
of 1940, Service Provider is entitled to receive a Fee with respect to
each such Fund on all open positions held in an omnibus account(s) (i)
where Service Provider is the recordkeeper or (ii) where the beneficial
Fund shareholder is a Service Provider customer. The fee shall be
computed daily and paid quarterly in arrears, equal to XX basis points
(0.XX%) applied to the average daily value of the total number of
shares of such Fund held in accounts at the Service Provider. Service
Provider shall forward the Fund and Company such information as may be
reasonably requested by the Fund or its directors or trustees or by
Company with respect to 12b-1 Plan fees paid under this Agreement.
2. As soon as practicable after the end of each quarter, Service Provider
shall send Company for each Fund, in the manner called for in this
Agreement, a statement for the preceding quarter of the total quarter
end open positions of such Fund as to which the Fee is calculated,
together with a statement of the amount of the Fee ("Statement"). In
the calculation of the Fee, Service Provider records shall govern
unless an error can be shown in the number of open positions used in
such calculation.
3. Company shall pay Service Provider the Fee within thirty (30) days
after it receives the Statement.
EXHIBIT D - PRICING CORRECTION PROCEDURES
Company shall report, or cause Integrated to report, any material error in the
calculation or reporting of net asset value per share, dividend or capital gains
information, promptly upon discovery to Service Provider. In the event of an
overpayment or underpayment by Service Provider or Integrated as a result of
incorrect pricing or other information provided by Integrated or Service
Provider, Company and Service Provider shall provide reasonable cooperation and
assistance to pay or repay the amount in error.
