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EXHIBIT (H)(19)
SHAREHOLDER SERVICE AGREEMENT
This Shareholder Service Agreement (this "Agreement") is made
and entered into between First Trust Corporation ("FTC"), a Colorado corporation
with its principal office at 000 Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 and
Xxxxxxxx, Xxxxx & Associates (the "Company"), a Wisconsin Corporation , with its
principal office at 1200 Xxxx X. Xxxxxxx Xxxxx, "Xxxxxxx, Xxxxxxxxx 0000.
RECITALS
A. FTC is a duly licensed trust company providing trust, custodial and
other services to individual retirement accounts, qualified retirement plans and
taxable investment accounts (the "Client Account(s)"). FTC, in its various
capacities, takes custody of securities beneficially owned by its clients and
from time to time acquires and disposes of mutual fund shares, including shares
of the Funds, in response to instructions from its clients or their designated
representatives, FTC does not exercise investment discretion or provide
investment advice to its clients. The shares of each mutual fund held by FTC for
a number of client accounts may be held in FTC's name in a single account on the
records of a Fund account (an "Omnibus Account").
B. In its capacity as principal underwriter, the Company has entered
into agreement with each of the mutual fund companies identified on EXHIBIT A
for making payments to certain persons for shareholder servicing and
administration of shareholder accounts. The Company may enter into a similar
agreements with other mutual fund companies in the future, and such additional
mutual fund companies may be added to this Agreement as provided below. The
mutual fund companies currently identified on EXHIBIT A and those added to this
Agreement in the future are referred to herein individually as the "Fund" and
collectively as the "Funds".
C. FTC desires to make the Funds available to the Client Accounts and
to provide shareholder servicing and recordkeeping functions required for
purchases and redemptions of, and dividends paid on account of, the shares of
the Funds to be held by FTC for the benefit of the Client Accounts.
Agreement
1. OPERATING PROCEDURES. The parties agree to open and maintain Fund accounts,
process, and settle Fund transactions, process and provide notification of Fund
transfers, and administer Fund distributions in accordance with the following
operational procedures:
(A) PROCEDURES FOR ACCOUNTS
(1) The Company will cause the Funds' transfer agent (the "Transfer
Agent") to establish and maintain one or more accounts (the "FTC Omnibus
Account(s)") on its books for each Fund for the Client Accounts. The assets of
one or more Client Accounts may be held in any one FTC Omnibus Account. Each FTC
Omnibus Account will be
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titled in the nominee name of either:
(i) "FTC & Co., Attention: DATAlynx # ________, as Custodian"
(ii) "FTC &Co. Attention DATAlynx # ________, as Trustee"
(iii) "TRUSTlynx & Co., Attention: TRUSTlynx # _________, as
Custodian"
(iv) "TRUSTlynx & Co., Attention: TRUSTlynx # __________, as
Trustee"
(v) "IMS & Co. for exclusive benefit of customers"
FTC, as trustee or custodian of the Client Accounts, will be the shareholder of
record for each FTC Omnibus Account. The Company will provide to FTC one
electronic Fund statement for each FTC Omnibus Account on a monthly basis.
(2) The Company confirms that FTC has the right to open additional FTC
Omnibus Accounts for each Fund from time to time to accommodate specific
investment, distribution or other options and features, and to consolidate
existing accounts, if and when FTC deems any such action appropriate to the
needs of the Client Accounts serviced by FTC.
(3) FTC reserves the right to issue instructions by telephone,
facsimile ("fax"), or by direct or indirect computer systems access mutually
agreed upon by the parties, to each Fund to move shares between FTC Omnibus
Accounts in a Fund and between Funds.
(4) The Company agrees to cause the Transfer Agent to establish and
maintain an individual Fund account for any Client Accounts where FTC and the
Company agree that such an account is required in order to make accessible
certain Fund features based on the nature of the Client Accounts. References
hereinafter to "FTC Omnibus Account(s)" shall be deemed to include any
individual Fund accounts.
(5) The Company agrees to cause each FTC Omnibus Account opened by FTC
to remain open on the books of each Fund regardless of a lack of activity or
share balance, except to the extent FTC takes specific action to close an FTC
Omnibus Account, or to the extent a Fund's prospectus reserves to the Company
the right to close accounts which are inactive. In the latter instance, the
Company will give written notice to FTC at least thirty days prior to closing
any FTC Omnibus Account.
(6) The Company confirms that FTC may open FTC Omnibus Accounts in a
Fund by telephonic advice. In order that FTC may notify the Transfer Agent
concerning the purchase of a Fund's shares for an FTC Omnibus Account so opened
on the same day as such purchase is requested by a Client Accounts, the Company
will provide the FTC Omnibus Account information to FTC and direct the Transfer
Agent to accept purchase notification from FTC on the same day as the opening of
the FTC Omnibus Account is
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requested by FTC, provided such request is made by FTC prior to 4:OO PM (All
times referred to in this Agreement will be Eastern Time.)
(7) The Company will provide daily pricing to FTC for each FTC Omnibus
Account or will provide daily pricing to an independent electronic pricing
service, such as Interactive Data Corporation, Vertical Management Systems,
Inc., Bloomberg Financial Markets, or other similar service from which FTC
actually receives daily pricing.
(B) PROCEDURES FOR TRANSACTIONS
(1) The Company confirms that if FTC notifies the Transfer Agent prior
to the close of the regular trading session of the New York Stock Exchange
(normally 4:OO PM) on any business day concerning the purchase of a Fund's
shares, the purchase will be effected on the same business day, and that if FTC
notifies the Transfer Agent after the close of the regular trading session of
the New York Stock Exchange (normally 4:OO PM) on any business day concerning
the purchase of a Fund's shares, the purchase will be effected on the next
business day. Purchases will be paid for in Federal Funds at prices equal to net
asset value. FTC will make reasonable efforts to ensure that payment is wired to
the Transfer Agent prior to 4:OO PM on the next business day following the
effective date of the purchase.
(2) The Company confirms that if FTC notifies the Transfer Agent prior
to the close of the regular trading session of the New York Stock Exchange
(normally 4:OO PM) on any business day concerning the redemption of a Fund's
shares, the redemption will be effected on the same business day, and that if
FTC notifies the Transfer Agent after the close of the regular trading session
of the New York Stock Exchange (normally 4:OO PM) on any business day concerning
the redemption of a Fund's shares, the redemption will be effected on the next
business day. The Company confirms that the Transfer Agent will make reasonable
efforts to ensure that Federal Funds representing redemption proceeds are wired
to FTC no later than 4:OO PM on the next business day following the effective
date of the redemption.
(3) The Company confirms that FTC may make orders for the purchase or
redemption of shares of a Fund by telephonic advice.
(4) The Company hereby acknowledges, and will cause each Fund to
acknowledge, that each Client Accounts which is the named owner of Fund shares
held in an FTC Omnibus Account is a "shareholder" of such shares within the
meaning of Rule 18f-I under the Investment Company Act of 1940 and such Fund's
election on Form N-1. For purposes of complying with Rule 18f-1, in the event of
a redemption in kind, FTC agrees to supply the Fund, upon request, the name or
account number, the number of shares and other relevant information for each of
the Client Accounts which are owners of the Fund shares held in an FTC Omnibus
Account.
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(5) The parties agree that the cost of each Fed Funds wire transfer is
the sole responsibility of the party sending the wire. The parties further agree
that the interest cost associated with any delayed wire is the sole
responsibility of the party sending the wire.
(6) In the event that a Fund cannot verify redemption proceeds due to
system problems or other unforeseen circumstances, the Company will settle
trades and forward redemption proceeds in accordance with this agreement based
on the information supplied by FTC.
(7) FTC will maintain separate accounting and recordkeeping for each of
the Client Accounts, and will allocate on its records the number of Fund shares
purchased, accrued as dividends and redeemed, and any cash dividends or
distributions paid on account of the shares of each Fund, for each of the Client
Accounts. FTC will reconcile the amounts posted to each Client Accounts with the
amounts recorded on the Transfer Agent's records for each Fund for each
respective FTC Omnibus Account.
(8) The Company agrees to notify FTC in writing regarding the closing
of any Fund to initial purchases promptly upon receipt of such information from
the Fund. FTC will maintain records at the Client Accounts level to limit the
purchase of any such Fund on and after the effective date of such closing to
Client Accounts which are shareholders of the Fund at the time of the purchase
request or to Client Accounts which otherwise qualify to purchase shares of the
Fund under other circumstances authorized by the Fund. Subsequent to its receipt
of proper notice, FTC agrees to indemnify and hold harmless the Company and the
Fund from any loss, expense or cost associated with the cancellation of any
purchase order executed in violation of this section. The Company agrees to
cause the processing of all purchase orders requested by FTC for any Fund closed
only to initial purchases.
(9) The Company will notify FTC in writing regarding the closing or
suspension of the availability of any Fund by its Board of Directors to all
purchases promptly upon receipt of such information from the Fund. FTC agrees
not to process purchase orders in closed Funds as to which it has been so
notified.
(10) The Company will be responsible under this Agreement for the
servicing of the respective FTC Omnibus Accounts and will have no responsibility
for the servicing of the Client Accounts. FTC will provide recordkeeping
services to the Client Accounts.
(C) PROCEDURES FOR TRANSFERS
The Company agrees to cause each Fund to transfer shares from
direct mutual fund, street name broker, and other Fund accounts to the
designated FTC Omnibus Account on the books of the Fund. For the purpose of
expediting transfers, each Fund will accept a facsimile (fax) list from FTC of
the accounts to be transferred. FTC represents that it has in hand the
appropriate and effective authorization to direct each transfer so requested.
FTC agrees to indemnify the Company and each Fund for their
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performance in accordance with the instructions received from FTC. Each Fund
will process the transfer requests into the FTC Omnibus Account, and not create
or transfer into separate accounts registered in the name of FTC for the benefit
of individual shareholders or account owners. Copies of transfer forms will be
forwarded by FTC to the Fund as requested by the Fund for recordkeeping
purposes.
(2) The Company agrees to cause each Fund to notify FTC via fax or
direct or indirect computer systems access mutually agreed upon by the parties
(if any) of the completion of each transfer in or out of each FTC Omnibus
Account no later than one business day after the day it occurs. Such transfer
notification shall include the date, number of shares, registration, account
number and type, and accrued dividends (where the transfer is processed after
record date but before payable date).
(D) PROCEDURES FOR INCOME, CAPITAL GAIN AND OTHER DISTRIBUTIONS
(1) The Company shall provide or cause each Fund or Transfer Agent to
provide FTC with each Fund's distribution information, via direct or indirect
computer systems access mutually agreed upon by the parties (if any) or fax, in
a timely manner in order to enable FTC to administer income, capital gain, or
other distributions (the "distribution") to the Client Accounts on or as close
to declaration date as practicable, including:
(i) the record date, ex-date and payable date of the Fund distribution as soon I
as practicable after it is announced, but in no case later than three (3) days
prior to record date;
(ii) the record date share balance in the FTC Omnibus Account and the
distribution rate per share and the total dollar amount of the distribution, on
the first business day after record date;
(iii) the reinvest price per share and share amount purchased for reinvestment
as soon as each is available; and
(iv) any other standard distribution information requested by FTC within a
reasonable time period.
(2) The Company agrees to cause the appropriate Fund parties to assist
FTC in the administration of reinvested trailing distributions attributable to
shares previously liquidated. FTC will notify the Transfer Agent, prior to 4:OO
AM on the next business day after FTC's receipt of notification of the reinvest
price per share described in subsection (d)(1)(iii) above, of the aggregate
number of Fund shares purchased as a result of the reinvestment of the
distribution as to which the purchase must be voided in order to administer
trailing distributions. The Company confirms that the Transfer Agent will wire
all distribution proceeds resulting from voided reinvestment under this section
in a separate wire from the redemption proceeds wire described in section
l(b)(2) above to
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FTC on the business day following the date the Fund administers the FTC
notification to I'd.......................................................I old
Such wires shall be sent in accordance with the instructions provided to the
Company by FTC, from time to time.
(3) In the event FTC maintains FTC Omnibus Accounts with a Fund for the
payment of distributions in cash, the Company will cause the Transfer Agent to
wire any cash distribution from the Fund to FTC on payable date per the
instructions in I (d) above.
(4) For annual tax reporting purposes, the Company shall cause the
Transfer Agent or Fund to (1) inform FTC, promptly upon the availability of such
information, of any portion of each Fund's distributions that comprise all
information required for 1099 reporting, including but not limited to: foreign
source income, return of capital, tax exempt income by state of origin,
investment expenses, nontaxable distributions, Section 1202 gain or unreceptive
Section 1250 gain.(2) Transfer agent will promptly provide such information by
fax of direct or indirect computer systems furnished by the parties.(3) such
information must be received by FTC in order to prepare its annual tax reporting
duties. Failure to furnish such information will relieve FTC of any tax
reporting duties.
2. REPORTING OF TRANSACTIONS. The company will furnish, or cause to be
furnished, to FTC:
(a) on a transaction-by-transaction basis, a statement that will set
forth for each FTC Omnibus Account the number of shares purchased or redeemed,
the beginning and ending share balances, and the net asset value per share. The
Company will electronically transmit such statement to FTC no later than the
business day next following the transaction being reported.
(b) as to each Fund and prior to 4:OO PM on every business day,
notification to FTC as to such Fund's closing net asset value and public
offering price (if applicable) for that day via fax or direct or indirect
computer systems access mutually agreed upon by the parties (if any).
(c) on a daily basis for each Fund that pays daily dividends, the
following record date information for the previous business day; FTC Omnibus
Account share balance, daily rate, FTC Omnibus Account accrual dividend amount
for that day, and FTC Omnibus Account accrual dividend amount for the
period-to-date. FTC will maintain accurate records as to the accrual start and
stop parameters for each Fund based upon information supplied by the Company.
The Company agrees to supply such information to FTC at the inception of this
agreement and as needed thereafter to keep FTC's records current and accurate.
3. FTC SERVICES TO THE CLIENT ACCOUNTS. FTC will assist the Client Accounts in
processing purchase and redemption transactions; changing dividend options,
account designations and addresses; and establishment and maintenance of Client
Accounts and records. FTC will provide additional services to the Client
Accounts as required in the separate XXX account, custodial account trust
account or service agreement between FTC and each Client Accounts (the "Account
Establishment Documents"). FTC will cause the mailing to the Client Accounts of
all currently effective prospectuses of the Fund, proxy materials (including
notices,
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proxy statements and forms of proxies), reports and other communications which
must be furnished by law to shareholders, and in accordance with the terms of
the applicable FTC Account Establishment Document or Service Agreement. Upon
FTC's request, the Company will provide FTC with sufficient copies of any
requested communications to ensure FTC is able to fulfill its obligations as
described in this Section 4.
4. COORDINATION OF OPERATIONS. The Company will cause appropriate personnel to
be made available, as may be reasonably requested by FTC, to consult with FTC in
coordinating operations pursuant to this Agreement, and to assist FTC in
resolving any account discrepancies between FTC and the Fund.
The Company will timely notify FTC of any material changes in a fund or its
sponsor. Material changes shall include, but not be limited to, the following:
name changes, changes in CUSIP number, changes in underwriters, fund closures
(either to new investors or permanently closed), changes in Blue Sky
registration and implementation of short-term redemption rates. Notice shall be
given by phone or E-Mail to Xxxxx Xxxxxx at (000) 000-0000 Ext. 2654 or
xxxxx.xxxxxx@xxx.xxxxxx.xxx. with written confirmation sent by fax to Xxxx
Xxxxxx, Compliance Department at (000) 000-0000.Notice will be deemed to be
timely if given no later than two days prior to the change taking effect. In the
event the Company fails to give timely notice of a change,, any loss resulting
from such failure shall be paid for by the Company to FTC or its clients.
5. STATUS OF FTC. The parties acknowledge and agree that the services provided
by FTC are recordkeeping and related services only and are not the services of
an underwriter or a principal underwriter of the Funds within the meaning of the
Securities Act of 1933 as amended or the Investment Company Act of 1940 as
amended. This Agreement does not grant FTC any right to purchase shares from the
Funds, nor does it constitute FTC an agent of the Funds or of the Company, for
purposes of selling shares of the Funds to any dealer or to the public, or for
any other purposes. To the extent FTC enters any purchase or redemption order
for an FTC Omnibus Account, such purchase or redemption order will be made by
FTC (a) as agent of each of the Client Accounts whose shares are the subject of
such purchase or redemption order, and (b) pursuant to instructions from the
account owner, participant, named fiduciary entity or any other person with
investment discretion and authority for the assets that are the subject of the
transaction.
6. AMENDMENTS. Any amendment to this Agreement will be valid only if in writing
and signed by the parties. The parties agree that Funds may be deleted from and
additional Funds may be added to this Agreement (and thus would become "Funds"
for purposes of this Agreement), whenever the parties sip an Amendment that
identifies such Funds, at which time this Agreement will be deemed to have been
so amended without further action by the parties.
7. TERMINATION. Either party may terminate this agreement:
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(a) Upon 60 days' written notice to the other party;
(b) Upon 30 days' written notice to the other party in the event of a material
breach of this Agreement by the other party that is not cured within that
30-day period;
(c) Upon institution of any investigation or proceedings relating to the
legality of the terms and conditions of this Agreement, by the Securities
and Exchange Commission or any other regulatory or self-regulatory body or
organization;
(d) Upon assignment of this Agreement in contravention of its terms;
(e) Upon such shorter notice as is required by law, order, or instruction of any
court or regulatory body or self-regulatory body having jurisdiction over
the terminating party.
8. RESOLUTION OF DISPUTES. All disputes arising out of or in connection with
this Agreement (except disputes concerning the Company's use of FTC proprietary
information described in Section 13) will be settled by arbitration, to be
conducted pursuant to the commercial rules of the American Arbitration
Association. All arbitration proceedings will take place only in Denver,
Colorado before one arbitrator. To the extent not preempted by federal law,
Colorado statutory law (including without limitation the statutes governing the
award of damages and arbitration) and Colorado common law will control during
arbitration. Both parties waive any right either of them may have to institute
or conduct litigation or arbitration in any other forum or location, or before
any other body, except that FTC expressly reserves the rights granted to it in
Section 13. Arbitration is final and binding on the parties. An award rendered
by the arbitrator(s) may be entered in any court having jurisdiction over the
pertinent party. The prevailing party in any arbitration, or in any judicial
proceeding relating to the rights of FTC under Section 13, will be entitled to
reasonable attorneys' fees and costs. The arbitrators shall not have authority
to award punitive, consequential or exemplary damages or to award any equitable
relief
9. INDEMNIFICATION OBLIGATIONS. FTC agrees to indemnify and hold harmless the
Company, its directors, officers, employees and agents from any loss, expense,
cost, liability or damage (including reasonable attorneys fees) which may be
suffered by it as a result of any breach of this Agreement by FTC or arising
from any negligent act or omission of FTC in the performance of its duties under
this Agreement. The Company agrees to indemnify and hold harmless FTC its
directors, officers, employees and agents from any loss, expense, cost,
liability or damage (including reasonable attorneys fees) which may be suffered
by it as a result of any breach of this Agreement by the Company or arising from
any negligent act or omission of the Company in the performance of its duties
under this Agreement.
10. INDEMNIFICATION PROCEDURES. If a person or party entitled to indemnification
receives notice of the commencement of any action, suit, or proceeding (an
"Action") or notice that an, Action may be commenced, and if the person
receiving the notice (the "indemnified person"') desires to be indemnified by a
party under this Agreement (the "indemnifying party"), the indemnified person
will give notice to the indemnifying party of the commencement of the
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Action or of the possibility that an Action will be commenced. Any omission to
notify an indemnifying party will not relieve the indemnifying party from any
liability which it may have under this Agreement, except to the extent the
failure to notify the indemnifying party prejudices the rights of the
indemnifying party. The indemnified person will be entitled, at the sole expense
and liability of the indemnifying party, to exercise full control of the
defense, compromise or settlement of any such Action unless the indemnifying
party, within a reasonable time after the giving of such notice by the
indemnified person, (1) admits in writing to the indemnified person the
indemnifying party's duty to indemnify the indemnified person for such Action
under the terms of this Section, (2) notifies the indemnified person in writing
of the indemnifying party's intention to assume such defense, (3) provides
evidence reasonably satisfactory to the indemnified person as to the
indemnifying party's ability to pay the amount, if any, for which the
indemnified person may be liable as a result of such Action, and (4) retains
legal counsel reasonably satisfactory to the indemnified person to conduct the
defense of such Action. The other person will cooperate with the person assuming
the defense, compromise or settlement of any Action in accordance with this
Agreement in any manner that such person reasonably may request. If the
indemnifying party so assumes the defense of any such Action, the indemnified
person will have the right to employ a separate counsel and to participate in
(but not control) the defense, compromise or settlement of the Action, but the
fees and expenses of such counsel will be at the expense of the indemnified
person unless (a) the indemnifying party has agreed to pay such fees and
expenses, (b) any relief other than the payment of money damages is sought
against the indemnified person, or (c) the indemnified person has been advised
by its counsel that there may be one or more defenses available to it which are
different from or additional to those available to the indemnifying party and
that a conflict of interest therefore exists, and in any such case that portion
of the fees and expenses of such separate counsel that are reasonably related to
matters covered by the indemnity provided in this Section will be paid by the
indemnifying party. No indemnified person will settle or compromise any such
Action for which it is entitled to indemnification under this Agreement without
the prior written consent of the indemnifying party, unless the indemnifying
party has failed, after reasonable notice, to undertake control of such Action
in the manner provided in this Section. No indemnifying party will settle or
compromise any such Action in which any relief other than the payment of money
damages is sought against any indemnified person without the consent of the
indemnified person, such consent not to be unreasonably withheld.
11. CONFIDENTIALITY OF INFORMATION. The Company recognizes that the information
provided to it or to be provided to it under this Agreement relating to the
Client Accounts (including the names and addresses of the participants, the
account numbers of the Client Account, and any similar information) is the
proprietary information of FTC and agrees to keep such information confidential
and to prevent the use of such information by others, except to the extent it is
required by law to disclose such information. Further, such information may
constitute "non-public personal information" as defined by the Financial
Services Modernization Act of 1999. Company warrants that such information will
be used only for those purposes for which it is provided by FTC, to wit,
servicing of the client account and for no other purpose.
Prior to disclosing any information to any person or entity in accordance with a
requirement of law, the Company will redact such information to the greatest
extent permissible under law and
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will provide FTC with a reasonable opportunity to appear in any judicial,
administrative or arbitration proceeding or investigation to contest the
disclosure of such information. The Company also agrees not to use such
information for its benefit or the benefit of any affiliate of the Company,
directly or indirectly. The obligations of the Company under this Section 12
will apply (luring the term of this Agreement and for a period of five (5) years
after the date this Agreement is terminated, for whatever reason. Because a
violation of the duties of the Company under this Section 12 could cause
irreparable injury to FTC and could cause injury to FTC which may not be
measurable in money damages, the Company agrees that FTC will be entitled to
obtain injunctive relief against the Company for any violation of such duties,
without prejudicing FTC's right to obtain money damages.
12. INTEREST ON AMOUNTS DUE. Any amount due under this Agreement from one party
to another party will bear interest, from the date such amount is due until such
payment is made, at a rate equal to the "prime rate" as published from time to
time by The Wall Street Journal[.
13. MARKETING MATERIALS. FTC may place the name of the fund family on its list
of administratively feasible investments in marketing materials directed to
Third Party Administrators and Registered Investment Advisors.
14. ENTIRE AGREEMENT; AMENDMENT AND WAIVER. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and
supercedes all prior agreements relating to the subject matter hereof. This
Agreement may be modified, and any provision of this Agreement may be waived,
only in writing signed by the parties. No failure of either party to insist upon
strict performance of any provision of this Agreement shall constitute a waiver.
To the extent that the parties have executed or execute in the future Fund/SERV,
Networking and/or Defined Contribution Clearing and Settlement (DCC&S)
agreements, the terms of those agreements and the applicable rules of the
National Securities Clearing Corporation will prevail over the terms of this
agreement where they are inconsistent with this agreement and when the
transaction was made through Fund/SERV, Networking or DCC&S.
15. ASSIGNMENT. This Agreement may be assigned upon 30 days written notice to
the non-assigning party. If within such period, the non-assigning party gives
written objection to the assignment the assignment shall not be made. Failure to
timely provide written notice shall constitute acceptance of the assignment.
16. SEVERABILITY. If any provision of this Agreement is deemed to be in
violation of law or is unenforceable, the remainder of this Agreement with such
provision omitted will remain in full force and effect.
17. COMPLIANCE WITH LAWS. Each party agrees to abide by all federal and state
laws and regulations applicable to such party in connection with the performance
of its obligations under this Agreement.
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18. SURVIVAL OF OBLIGATIONS. The representations and warranties of the parties
and all obligations and responsibilities of the parties under this Agreement,
including all payment obligations, as to periods through the date this Agreement
is terminated, will survive the termination of this Agreement. Without limiting
the foregoing, the provisions of Sections 10, 11, 12, 13, and 14 will continue
to apply after termination of this Agreement.
19. NOTICES. Except as otherwise provided in this Agreement, all notices given
under this Agreement will be given only by delivery in person, by deposit in the
United States mails, using certified mail, by commercial overnight delivery
service, or by facsimile transmission (with machine confirmation) or electronic
mail. All notices will be in writing.
Notices to FTC shall be made to: First Trust Corporation
Vice President / Compliance
00000xx Xxxxxx
Xxxxxx, XX 00000
Fax(303)0000000
Notices to Company shall be made to:
Notices will be deemed delivered when delivered in person or, if mailed by
certified mail, on the third business day after the date of deposit into the
United States mails, and upon receipt, if by commercial overnight delivery
service. Facsimile transmission and electronic mail will be deemed received the
same day as sent.
20. EFFECTIVE DATE. This Agreement will be effective on the date it is accepted
and executed by FTC.
21. FORCE MAJEURE. Notwithstanding any other provision of this Agreement,
neither party shall be liable for any delay or failure of performance caused by
fire, flood, or other casualty or natural disaster, equipment or power failure,
acts of government, or any other cause beyond its reasonable control
22. GOVERNING LAW. This Agreement will be construed by and governed in
accordance with the laws of the State of Colorado, without reference to
conflicts of law principles. Both parties have had the opportunity to have
counsel review this Agreement. The parties agree that any rule of law or
principle of construction that provides that an agreement shall be construed
against the drafter of the agreement shall not apply to the terms and conditions
of this Agreement.
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Xxxxxxxx, Plumb& Associates (Company)
By: /s/ Xxxxxx X. Xxxxx
Its: Principal
---------
Date: 3/30/01
Accepted by:
FIRST TRUST CORPORATION (FTC)
By: /s/ Xxxxxx
----------------------
Its: Vice President
Date: 4/3/01
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EXHIBIT A
to Shareholder Service Agreement
Mutual Fund Companies
Fund Name Cusip Ticker Symbol Trading Cutoff Time
Xxxxxxxx, Plumb 0000000000 thpgx 3:00 P.M.
Growth
Xxxxxxxx, Xxxxx 884891102 thpbx 3:00 P.M.
Balanced
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