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EXHIBIT (h)(1)
SERVICES AGREEMENT
THIS AGREEMENT, dated as of this day of , 1998 (the
"Effective Date") between WORLDWIDE INDEX FUNDS (the "Fund"), a Massachusetts
business trust having its principal place of business at 000 X. Xxxxxxxx
Xxxxxxxxx, 0xx Xxxxx, Xxxxxxxx, XX 00000, LMI CAPITAL ADMINISTRATION LLC (the
"Administrator") a Delaware limited liability company having its principal
place of business at 000 X. Xxxxxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxxxxx, XX 00000,
and FIRST DATA INVESTOR SERVICES GROUP, INC. ("Investor Services Group"), a
Massachusetts corporation with principal offices at 0000 Xxxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxxxxxx 00000.
WITNESSETH
WHEREAS, the Fund is authorized to issue Shares in separate series,
with each such series representing interests in a separate portfolio of
securities or other assets;
WHEREAS, the Fund initially intends to offer Shares in those
Portfolios identified in the attached Schedule A, each such Portfolio, together
with all other Portfolios subsequently established by the Fund shall be subject
to this Agreement in accordance with Article 14;
WHEREAS, the Administrator provides administration services to the
Fund; and
WHEREAS, the Administrator and the Fund, on behalf of the Portfolios,
desire to appoint Investor Services Group as its servicing agent in connection
with certain sub-administration activities and Investor Services Group desires
to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, the Fund and Investor Services Group agree as follows:
Article 1 Definitions.
1.1 Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, or other similar organizational
document as the case may be, of the Fund as the same may be amended from
time to time.
(b) "Authorized Person" shall be deemed to include (i) any
authorized officer of the Administrator or the Fund; or (ii) any person,
whether or not such person is an officer or employee of the Administrator
or the Fund, duly authorized to give Oral Instructions or Written
Instructions on behalf of the Administrator or the Fund as indicated in
writing to Investor Services Group from time to time.
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(c) "Board Members" shall mean the Directors or Trustees of the
governing body of the Fund, as the case may be.
(d) "Board of Directors" shall mean the Board of Directors or
Board of Trustees of the Fund, as the case may be.
(e) "Commencement Date" shall mean the date on which Investor
Services Group commences providing services pursuant to this Agreement.
(f) "Commission" shall mean the Securities and Exchange
Commission.
(g) "Custodian" refers to any custodian or subcustodian of
securities and other property which the Fund may from time to time
deposit, or cause to be deposited or held under the name or account of
such a custodian pursuant to a Custodian Agreement.
(h) "1934 Act" shall mean the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder, all as amended from
time to time.
(i) "1940 Act" shall mean the Investment Company Act of 1940
and the rules and regulations promulgated thereunder, all as amended from
time to time.
(j) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by Investor Services Group from a
person reasonably believed by Investor Services Group to be an Authorized
Person;
(k) "Portfolio" shall mean each separate series of shares
offered by the Fund representing interests in a separate portfolio of
securities and other assets;
(l) "Prospectus" shall mean the most recently dated Fund
Prospectus and Statement of Additional Information, including any
supplements thereto if any, which has become effective under the
Securities Act of 1933 and the 1940 Act.
(m) "Shares" refers collectively to such shares of capital
stock or beneficial interest, as the case may be, or class thereof, of
each respective Portfolio of the Fund as may be issued from time to time.
(n) "Shareholder" shall mean a record owner of Shares of each
respective Portfolio of the Fund.
(o) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by Investor Services Group to be an
Authorized Person and actually received by Investor Services Group.
Written Instructions shall include manually executed originals and
authorized electronic transmissions, including telefacsimile of a manually
executed original or other process.
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Article 2 Appointment of Investor Services Group.
The Fund, on behalf of the Portfolios, and the Administrator hereby
appoint and constitute Investor Services Group as its as sub-administrator and
fund accounting agent for the Fund and Investor Services Group hereby accepts
such appointments and agrees to perform the duties hereinafter set forth. This
Agreement shall be effective as of the Effective Date.
Article 3 Duties of Investor Services Group.
3.1 Investor Services Group shall be responsible for performing the
customary services of a sub-administrator, including corporate secretarial,
treasury and blue sky services, and fund accounting agent for the Fund, as more
fully described in the written schedule of Duties of Investor Services Group
annexed hereto as Schedule B and incorporated herein, and subject to the
supervision and direction of the Administrator.
3.2 In performing its duties under this Agreement, Investor Services
Group: (a) will act in accordance with the Articles of Incorporation, By-Laws,
Prospectuses and with the Oral Instructions and Written Instructions of the
Administrator or the Fund and will conform to and comply with the requirements
of the 1940 Act and all other applicable federal or state laws and regulations;
and (b) will consult with legal counsel to the Fund, as necessary and
appropriate. Furthermore, Investor Services Group shall not have or be
required to have any authority to supervise the investment or reinvestment of
the securities or other properties which comprise the assets of the Fund or any
of its Portfolios and shall not provide any investment advisory services to the
Fund or any of its Portfolios.
3.3 Investor Services Group agrees to provide the services described
herein in accordance with the Performance Standards annexed hereto as Exhibit 1
of Schedule A and incorporated herein (the "Performance Standards"). Such
Performance Standards may be amended from time to time upon written agreement
of the parties.
3.4 In addition to the duties set forth herein, Investor Services
Group shall perform such other duties and functions, and shall be paid such
amounts therefor, as may from time to time be agreed upon in writing between
the Fund, the Administrator and Investor Services Group.
Article 4 Recordkeeping and Other Information.
4.1 Investor Services Group shall create and maintain all records
required of it pursuant to its duties hereunder and as set forth in Schedule B
in accordance with all applicable laws, rules and regulations, including
records required by Section 31(a) of the 1940 Act. Where applicable, such
records shall be maintained by Investor Services Group for the periods and in
the places required by Rule 31a-2 under the 1940 Act.
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4.2 To the extent required by Section 31 of the 1940 Act, Investor
Services Group agrees that all such records prepared or maintained by Investor
Services Group relating to the services to be performed by Investor Services
Group hereunder are the property of the Fund and will be preserved, maintained
and made available in accordance with such section, and will be surrendered
promptly to the Fund on and in accordance with the Fund's or the
Administrator's request.
Article 5 Fund Instructions.
5.1 Investor Services Group will have no liability when acting upon
Written or Oral Instructions believed to have been executed or orally
communicated by an Authorized Person and will not be held to have any notice of
any change of authority of any person until receipt of a Written Instruction
thereof from the Administrator or the Fund.
5.2 At any time, Investor Services Group may request Written
Instructions from the Administrator or the Fund and may seek advice from legal
counsel for the Fund, or its own legal counsel, with respect to any matter
arising in connection with this Agreement, and it shall not be liable for any
action taken or not taken or suffered by it in good faith in accordance with
such Written Instructions or in accordance with the opinion of counsel for the
Fund or for Investor Services Group. Written Instructions requested by
Investor Services Group will be provided by the Administrator or the Fund
within a reasonable period of time.
5.3 Investor Services Group, its officers, agents or employees,
shall accept Oral Instructions or Written Instructions given to them by any
person representing or acting on behalf of the administrator or the Fund only
if said representative is an Authorized Person. The Administrator and the Fund
agree that all Oral Instructions shall be followed within one business day by
confirming Written Instructions, and that the Administrator's or the Fund's
failure to so confirm shall not impair in any respect Investor Services Group's
right to rely on Oral Instructions.
Article 6 Compensation.
6.1 The Administrator will compensate Investor Services Group for
the performance of its obligations hereunder in accordance with the fees set
forth in the written Fee Schedule annexed hereto as Schedule C and incorporated
herein.
6.2 In addition to those fees set forth in Section 6.1 above, the
Administrator agrees to pay, and will be billed separately for, out-of-pocket
expenses incurred by Investor Services Group in the performance of its duties
hereunder. Out-of-pocket expenses shall include, but shall not be limited to,
the items specified in the written schedule of out-of-pocket charges annexed
hereto as Schedule D and incorporated herein. Schedule D may be modified by
written agreement between the parties. Unspecified out-of-pocket expenses
shall be limited to those out-of-pocket expenses reasonably incurred by
Investor Services Group in the performance of its obligations hereunder.
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6.3 The Administrator agrees to pay all fees and out-of-pocket
expenses to Investor Services Group by Federal Funds Wire within fifteen (15)
business days following the receipt of the respective invoice. In addition,
with respect to all fees under this Agreement, Investor Services Group may
charge a service fee equal to the lesser of (i) one and one half percent (1
1/2%) per month or (ii) the highest interest rate legally permitted on any past
due invoiced amounts.
6.4 Any compensation agreed to hereunder may be adjusted from time
to time by attaching to Schedule C, a revised Fee Schedule executed and dated
by the parties hereto.
6.5 The Administrator and the Fund acknowledge that the fees that
Investor Services Group charges under this Agreement reflect the allocation of
risk between the parties, including the disclaimer of warranties in Section 9.5
and the limitations on liability and exclusion of remedies in Section 11.2 and
Article 12. Modifying the allocation of risk from what is stated here would
affect the fees that Investor Services Group charges, and in consideration of
those fees, the Administrator and the Fund agrees to the stated allocation of
risk.
6.6 Investor Services Group will from time to time employ or
associate with itself such person or persons as Investor Services Group may
believe to be particularly suited to assist it in performing services under
this Agreement. Such person or persons may be officers and employees who are
employed by both Investor Services Group and the Fund. The compensation of
such person or persons shall be paid by Investor Services Group and no
obligation shall be incurred on behalf of the Administrator or the Fund in such
respect.
6.7 Investor Services Group shall not be required to pay any of the
following expenses incurred by the Administrator or the Fund: membership dues
in the Investment Company Institute or any similar organization; investment
advisory expenses; costs of printing and mailing stock certificates,
prospectuses, reports and notices; interest on borrowed money; brokerage
commissions; stock exchange listing fees; taxes and fees payable to Federal,
state and other governmental agencies; fees of Board Members of the Fund who
are not affiliated with Investor Services Group; outside auditing expenses;
outside legal expenses; Blue Sky registration or filing fees; or other expenses
not specified in this Section 6.7 which may be properly payable by the
Administrator or the Fund. Investor Services Group shall not be required to
pay any Blue Sky registration or filing fees unless and until it has received
the amount of such fees from the Administrator or the Fund.
Article 7 Documents.
In connection with the appointment of Investor Services Group, the
Administrator shall, on or before the date this Agreement goes into effect, but
in any case within a reasonable period of time for Investor Services Group to
prepare to perform its duties hereunder, deliver or caused to be delivered to
Investor Services Group the documents set forth in the written schedule of Fund
Documents annexed hereto as Schedule E.
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Article 8 Investor Services Group System.
8.1 Investor Services Group shall retain title to and ownership of
any and all data bases, computer programs, screen formats, report formats,
interactive design techniques, derivative works, inventions, discoveries,
patentable or copyrightable matters, concepts, expertise, patents, copyrights,
trade secrets, and other related legal rights utilized by Investor Services
Group in connection with the services provided by Investor Services Group to
the Administrator and the Fund herein (the "Investor Services Group System").
8.2 Investor Services Group hereby grants to the Administrator and
the Fund a limited license to the Investor Services Group System for the sole
and limited purpose of having Investor Services Group provide the services
contemplated hereunder and nothing contained in this Agreement shall be
construed or interpreted otherwise and such license shall immediately terminate
with the termination of this Agreement.
8.3 In the event that the Fund, including any affiliate or agent of
the Administrator or the Fund or any third party acting on behalf of the
Administrator or the Fund is provided with direct access to the Investor
Services Group System for either account inquiry or to transmit transaction
information, including but not limited to maintenance, exchanges, purchases and
redemptions, such direct access capability shall be limited to direct entry to
the Investor Services Group System by means of on-line mainframe terminal entry
or PC emulation of such mainframe terminal entry and any other non-conforming
method of transmission of information to the Investor Services Group System is
strictly prohibited without the prior written consent of Investor Services
Group.
Article 9 Representations and Warranties.
9.1 Investor Services Group represents and warrants to the
Administrator and the Fund that:
(a) it is a corporation duly organized, existing and in good
standing under the laws of the Commonwealth of Massachusetts;
(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform this Agreement;
(c) all requisite corporate proceedings have been taken to
authorize it to enter into this Agreement; and
(d) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations
under this Agreement.
9.2 The Administrator represents and warrants to Investor Services
Group that:
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(a) it is duly organized, existing and in good standing under
the laws of the jurisdiction in which it is organized;
(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform this Agreement;
(c) all requisite corporate proceedings have been taken to
authorize it to enter into this Agreement, and
(d) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations
under this Agreement.
9.3 The Fund represents and warrants to Investor Services Group
that:
(a) it is duly organized, existing and in good standing under
the laws of the jurisdiction in which it is organized;
(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into this Agreement;
(c) all corporate proceedings required by said Articles of
Incorporation, By-Laws and applicable laws have been taken to authorize it
to enter into this Agreement;
(d) a registration statement under the Securities Act of 1933,
as amended, and the 1940 Act on behalf of each of the Portfolios is
currently effective and will remain effective, and all appropriate state
securities law filings have been made and will continue to be made, with
respect to all Shares of the Fund being offered for sale;
(e) all outstanding Shares are validly issued, fully paid and
non-assessable and when Shares are hereafter issued in accordance with the
terms of the Fund's Articles of Incorporation and its Prospectus with
respect to each Portfolio, such Shares shall be validly issued, fully paid
and non-assessable; and
(f) as of the date hereof, each Portfolio is duly registered
and lawfully eligible for sale in each jurisdiction indicated for such
Portfolio on the list furnished to Investor Services Group pursuant to
Article 7 of this Agreement and that it will notify Investor Services
Group immediately of any changes to the aforementioned list.
9.4 Year 2000 Compliance. (a) For purposes of this Agreement,
"Year 2000 Compliant" means:
(i) date data will process without error or interruption
due solely to the change in century, in any level of computer hardware or
software investor Services Group provides, including, but not limited to,
microcode, firmware, system and application programs, files and databases;
and
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(ii) there will be no loss of any functionality of the
Investor Services Group System due solely to the change in century, with
respect to the introduction, processing or output of date records.
(b) Investor Services Group represents and warrants that:
(i) The Investor Services Group System will be Year 2000
Complaint by December 31, 1998; provided, however, that Investor Services
Group will be in a process of testing the Investor Services Group System
in regard to Year 2000 Compliance throughout calendar year 1999 and any
temporary and immaterial loss of functionality occurring during the
ordinary course of this testing and fixing process shall not be considered
a failure of Investor Services Group to be Year 2000 Compliant.
(ii) The Investor Services Group System will continue to be
interoperable, in the same manner as it is prior to January 1, 2000, with
software and hardware which may deliver records to, receive records from
or interact with the Investor Services Group System in the course of
processing data, provided that such other software and hardware is Year
2000 Compliant as defined herein and complies with the interface and
format standards specified by Investor Services Group.
(c) The Administrator and the Fund agree to cooperate fully,
and to ensure that its vendors cooperate fully, with Investor Services
Group to ensure the interoperability of the Investor Services Group System
with hardware and software of the Administrator and the Fund and its
vendors. Investor Services Group shall have the right, at its discretion,
to reject any data file which it in good faith believes will interfere
with the ability of the Investor Services Group System to be Year 2000
Compliant.
9.5 THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN
THIS AGREEMENT, INVESTOR SERVICES GROUP DISCLAIMS ALL OTHER REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE FUND OR ANY OTHER PERSON, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF
ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS
PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. INVESTOR
SERVICES GROUP DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS
OTHERWISE SET FORTH IN THIS AGREEMENT.
Article 10 Indemnification.
10.1 Investor Services Group shall not be responsible for and the
Fund on behalf of each Portfolio, and the Administrator jointly and severably
shall indemnify and hold Investor Services Group harmless from and against any
and all claims, costs, expenses (including reasonable attorneys' fees), losses,
damages, charges, payments and liabilities of any sort or kind
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which may be asserted against Investor Services Group or for which Investor
Services Group may be held to be liable (a "Claim") arising out of or
attributable to any of the following:
(a) any actions of Investor Services Group required to be taken
pursuant to this Agreement unless such Claim resulted from a negligent act
or omission to act or bad faith by Investor Services Group in the
performance of its duties hereunder;
(b) Investor Services Group's reasonable reliance on, or reasonable
use of information, data, records and documents (including but not limited
to magnetic tapes, computer printouts, hard copies and microfilm copies)
received by Investor Services Group from the Administrator or the Fund
including but not limited to the prior transfer agent for the Fund, in the
performance of Investor Services Group's duties and obligations hereunder;
(c) the reliance on, or the implementation of, any Written or Oral
Instructions or any other instructions or requests of the Administrator or
the Fund on behalf of the applicable Portfolio;
(d) the offer or sales of shares in violation of any requirement
under the securities laws or regulations of any state that such shares be
registered in such state or in violation of any stop order or other
determination or ruling by any state with respect to the offer or sale of
such shares in such state; and
(e) the Administrator's or the Fund's refusal or failure to comply
with the terms of this Agreement, or any Claim which arises out of the
Administrator's or the Fund's negligence or misconduct or the breach of
any representation or warranty of the Administrator or the Fund made
herein.
10.2 In any case in which the Administrator and/or the Fund (the
"Indemnifying Party") may be asked to indemnify or hold Investor Services Group
harmless, Investor Services Group will notify the Indemnifying Party promptly
after identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Indemnifying Party although the
failure to do so shall not prevent recovery by Investor Services Group and
shall keep the Indemnifying Party advised with respect to all developments
concerning such situation. The Indemnifying Party shall have the option to
defend Investor Services Group against any Claim which may be the subject of
this indemnification, and, in the event that the Indemnifying Party so elects,
such defense shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to Investor Services Group, and thereupon the Indemnifying Party
shall take over complete defense of the Claim and Investor Services Group shall
sustain no further legal or other expenses in respect of such Claim. Investor
Services Group will not confess any Claim or make any compromise in any case in
which the Indemnifying Party will be asked to provide indemnification, except
with the Indemnifying Party 's prior written consent. The obligations of the
parties hereto under this Article 10 shall survive the termination of this
Agreement.
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10.3 Any claim for indemnification under this Agreement must be made
prior to the earlier of:
(a) one year after the Indemnifying Party becomes aware of the
event for which indemnification is claimed; or
(b) one year after the earlier of the termination of this
Agreement or the expiration of the term of this Agreement.
10.4 Except for remedies that cannot be waived as a matter of law
(and injunctive or provisional relief), the provisions of this Article 10 shall
be Investor Services Group's sole and exclusive remedy for claims or other
actions or proceedings to which the Indemnifying Party's indemnification
obligations pursuant to this Article 10 may apply.
Article 11 Standard of Care.
11.1 Investor Services Group shall at all times act in good faith and
agrees to use its best efforts within commercially reasonable limits to ensure
the accuracy of all services performed under this Agreement, but assumes no
responsibility for loss or damage to the Administrator or the Fund unless said
errors are caused by Investor Services Group's own negligence, bad faith or
willful misconduct or that of its employees.
11.2 Notwithstanding any provision in this Agreement to the contrary,
Investor Services Group's cumulative liability for all losses, claims, suits,
controversies, breaches, or damages for any cause whatsoever (including but not
limited to those arising out of or related to this Agreement) and regardless of
the form of action or legal theory shall not exceed the lesser of (i) $500,000
or (ii) the fees received by Investor Services Group for services provided
under this Agreement during the twelve months immediately prior to the date of
such loss or damage. The Administrator and the Fund understand the limitation
on Investor Services Group's damages to be a reasonable allocation of risk and
the Administrator and the Fund expressly consent with respect to such
allocation of risk. In allocating risk under the Agreement, the parties agree
that the damage limitation set forth above shall apply to any alternative
remedy ordered by a court in the event such court determines that sole and
exclusive remedy provided for in the Agreement fails of its essential purpose.
11.3 No party may assert any cause of action against another party
under this Agreement that accrued more than two (2) years prior to the filing
of the suit (or commencement of arbitration proceedings) alleging such cause of
action.
11.4 Each party shall have the duty to mitigate damages for which the
other party may become responsible.
Article 12 Consequential Damages.
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NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT SHALL INVESTOR SERVICES GROUP, ITS AFFILIATES OR ANY OF ITS OR THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY
THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY
FOR LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE
PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER
PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Article 13 Term and Termination.
13.1 This Agreement shall be effective on the date first written
above and shall continue for a period of ten (10) years (the "Initial Term").
13.2 Upon the expiration of the Initial Term, this Agreement shall
automatically renew for successive terms of three (3) years ("Renewal Terms")
each, unless the Administrator and the Fund, on the one hand, or Investor
Services Group, on the other hand, provides written notice to the other of its
intent not to renew. Such notice must be received not less than ninety (90)
days and not more than one-hundred eighty (180) days prior to the expiration of
the Initial Term or the then current Renewal Term.
13.3 In the event a termination notice is given by the Administrator
and the Fund, all expenses associated with movement of records and materials
and conversion thereof to a successor service provider will be borne by the
Administrator and the Fund.
13.4 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. If Investor Services Group is the
Non-Defaulting Party, its termination of this Agreement shall not constitute a
waiver of any other rights or remedies of Investor Services Group with respect
to services performed prior to such termination of rights of Investor Services
Group to be reimbursed for out-of-pocket expenses. In all cases, termination
by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting
Party of any other rights it might have under this Agreement or otherwise
against the Defaulting Party.
13.5 Notwithstanding anything contained in this Agreement to the
contrary, should the Administrator and the Fund desire to move any of the
services provided by Investor Services Group hereunder to a successor service
provider prior to the expiration of the then current Initial or Renewal Term,
or should the Administrator and the Fund or any of its or their affiliates take
any action which would result in Investor Services Group ceasing to provide
administration or fund accounting services to the Fund prior to the expiration
of the Initial or any Renewal Term,
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Investor Services Group shall make a good faith effort to facilitate the
conversion on such prior date, however, there can be no guarantee that Investor
Services Group will be able to facilitate a conversion of services on such
prior date. In connection with the foregoing, should services be converted to
a successor service provider or should the Administrator and the Fund or any of
its or their affiliates take any action which would result in Investor Services
Group ceasing to provide transfer agency, administration or fund accounting
services to the Fund prior to the expiration of the Initial or any Renewal
Term, the payment of fees to Investor Services Group as set forth herein shall
be accelerated to a date prior to the conversion or termination of services and
calculated as if the services had remained with Investor Services Group until
the expiration of the then current Initial or Renewal Term and calculated at
the asset and/or Shareholder account levels, as the case may be, on the date
notice of termination was given to Investor Services Group.
Article 14 Additional Portfolios
14.1 In the event that the Fund establishes one or more Portfolios in
addition to those identified in Schedule A, with respect to which the
Administrator and the Fund desire to have Investor Services Group render
services as transfer agent under the terms hereof, the Administrator shall so
notify Investor Services Group in writing, and if Investor Services Group
agrees in writing to provide such services, Schedule A shall be amended to
include such additional Portfolios.
Article 15 Confidentiality.
15.1 The parties agree that the Proprietary Information (defined
below) and the contents of this Agreement (collectively "Confidential
Information") are confidential information of the parties and their respective
licensors. Each party shall exercise at least the same degree of care, but not
less than reasonable care, to safeguard the confidentiality of the Confidential
Information of the other as it would exercise to protect its own confidential
information of a similar nature. Each party shall not duplicate, sell or
disclose to others the Confidential Information of the other, in whole or in
part, without the prior written permission of the other party. Each party may,
however, disclose Confidential Information to their respective parent
corporation, their respective affiliates, their subsidiaries and affiliated
companies and employees, provided that each shall use reasonable efforts to
ensure that the Confidential Information is not duplicated or disclosed in
breach of this Agreement. Each party may also disclose the Confidential
Information to independent contractors, auditors, and professional advisors,
provided they first agree in writing to be bound by the confidentiality
obligations substantially similar to this Section 15.1. Notwithstanding the
previous sentence, in no event shall any party disclose the Confidential
Information to any competitor of another party without specific, prior written
consent.
15.2 Proprietary Information means:
(a) any data or information that is competitively sensitive
material, and not generally known to the public, including, but not
limited to, information about product
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plans, marketing strategies, finance, operations, customer relationships,
customer profiles, sales estimates, business plans, and internal
performance results relating to the past, present or future business
activities of a party, their respective subsidiaries and affiliated
companies and the customers, clients and suppliers of any of them;
(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords a party a competitive
advantage over its competitors; and
(c) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object
code, flow charts, databases, inventions, know-how, show-how and trade
secrets, whether or not patentable or copyrightable.
15.3 Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment, prototypes
and models, and any other tangible manifestation of the foregoing of either
party which now exist or come into the control or possession of the other.
15.4 The obligations of confidentiality and restriction on use herein
shall not apply to any Confidential Information that a party proves:
(a) Was in the public domain prior to the date of this
Agreement or subsequently came into the public domain through no fault of
such party; or
(b) Was lawfully received by the party from a third party free
of any obligation of confidence to such third party; or
(c) Was already in the possession of the party prior to receipt
thereof, directly or indirectly, from the other party; or
(d) Is required to be disclosed in a judicial or administrative
proceeding after all reasonable legal remedies for maintaining such
information in confidence have been exhausted including, but not limited
to, giving the other party as much advance notice of the possibility of
such disclosure as practical so the other party may attempt to stop such
disclosure or obtain a protective order concerning such disclosure; or
(f) Is subsequently and independently developed by employees,
consultants or agents of the party without reference to the Confidential
Information disclosed under this Agreement.
Article 16 Force Majeure.
No party shall be liable for any default or delay in the performance
of its obligations under this Agreement if and to the extent such default or
delay is caused, directly or indirectly,
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by (i) fire, flood, elements of nature or other acts of God; (ii) any outbreak
or escalation of hostilities, war, riots or civil disorders in any country,
(iii) any act or omission of the other party or any governmental authority;
(iv) any labor disputes (whether or not the employees' demands are reasonable
or within the party's power to satisfy); or (v) nonperformance by a third party
or any similar cause beyond the reasonable control of such party, including
without limitation, failures or fluctuations in telecommunications or other
equipment. In any such event, the non-performing party shall be excused from
any further performance and observance of the obligations so affected only for
as long as such circumstances prevail and such party continues to use
commercially reasonable efforts to recommence performance or observance as soon
as practicable.
Article 17 Assignment and Subcontracting.
This Agreement, its benefits and obligations shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. This Agreement may not be assigned or otherwise
transferred by either party hereto, without the prior written consent of the
other party, which consent shall not be unreasonably withheld; provided,
however, that Investor Services Group may, in its sole discretion, 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. Investor
Services Group may, in its sole discretion, engage subcontractors to perform
any of the obligations contained in this Agreement to be performed by Investor
Services Group.
Article 18 Arbitration.
18.1 Any claim or controversy arising out of or relating to this
Agreement, or breach hereof, shall be settled by arbitration administered by
the American Arbitration Association in Boston, Massachusetts in accordance
with its applicable rules, except that the Federal Rules of Evidence and the
Federal Rules of Civil Procedure with respect to the discovery process shall
apply.
18.2 The parties hereby agree that judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction.
18.3 The parties acknowledge and agree that the performance of the
obligations under this Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to the provisions of this Article 18.
Article 19 Notice.
Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or Investor Services Group, shall
be sufficiently given if addressed to that
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party and received by it at its office set forth below or at such other place
as it may from time to time designate in writing.
To the Fund:
Worldwide Index Funds
000 Xxxx Xxxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: F. Xxxxx Xxxxxx
To the Administrator:
LMI Capital Administration LLC
000 Xxxx Xxxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: F. Xxxxx Xxxxxx
To Investor Services Group:
First Data Investor Services Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to Investor Services Group's General Counsel
Article 20 Governing Law/Venue.
The laws of the Commonwealth of Massachusetts, excluding the laws on
conflicts of laws, shall govern the interpretation, validity, and enforcement
of this agreement. All actions arising from or related to this Agreement
shall be brought in the state and federal courts sitting in the City of Boston,
and Investor Services Group and the Fund hereby submit themselves to the
exclusive jurisdiction of those courts.
Article 21 Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original; but such counterparts shall, together,
constitute only one instrument.
Article 22 Captions.
The captions of this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
Article 23 Publicity.
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No party shall release or publish news releases, public announcements,
advertising or other publicity relating to this Agreement or to the
transactions contemplated by it without the prior review and written approval
of each other party; provided, however, that either party may make such
disclosures as are required by legal, accounting or regulatory requirements
after making reasonable efforts in the circumstances to consult in advance with
the other parties.
Article 24 Relationship of Parties/Non-Solicitation.
24.1 The parties agree that they are independent contractors and not
partners or co-venturers and nothing contained herein shall be interpreted or
construed otherwise.
24.2 During the term of this Agreement and for one (1) year
afterward, the Administrator or the Fund shall not recruit, solicit, employ or
engage, for the Administrator, the Fund or others, Investor Services Group's
employees.
Article 25 Entire Agreement; Severability.
25.1 This Agreement, including Schedules, Addenda, and Exhibits
hereto, constitutes the entire Agreement between the parties with respect to
the subject matter hereof and supersedes all prior and contemporaneous
proposals, agreements, contracts, representations, and understandings, whether
written or oral, between the parties with respect to the subject matter hereof.
No change, termination, modification, or waiver of any term or condition of the
Agreement shall be valid unless in writing signed by each party. No such
writing shall be effective as against Investor Services Group unless said
writing is executed by a Senior Vice President, Executive Vice President, or
President of Investor Services Group. A party's waiver of a breach of any term
or condition in the Agreement shall not be deemed a waiver of any subsequent
breach of the same or another term or condition.
25.2 The parties intend every provision of this Agreement to be
severable. If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or invalidity
shall not affect the validity of the remainder of this Agreement. In such
case, the parties shall in good faith modify or substitute such provision
consistent with the original intent of the parties. Without limiting the
generality of this paragraph, if a court determines that any remedy stated in
this Agreement has failed of its essential purpose, then all other provisions
of this Agreement, including the limitations on liability and exclusion of
damages, shall remain fully effective.
Article 26 Miscellaneous.
The parties agree that the obligations of the Fund under the
Agreement shall not be binding upon any of the Board Members, shareholders,
nominees, officers, employees or agents, whether past, present or future, of
the Fund individually, but are binding only upon the assets and property of the
Fund, as provided in the Articles of Incorporation. The execution and delivery
of this Agreement have been authorized by the Board Members of the Fund, and
signed by an
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authorized officer of the Fund, 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 Fund
individually or to impose any liability on any of them or any shareholder of
the Fund personally, but shall bind only the assets and property of the Fund as
provided in the Articles of Incorporation.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the day and year first above
written.
WORLDWIDE INDEX FUNDS
By:
--------------------------------
Title:
-----------------------------
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
--------------------------------
Title:
-----------------------------
LMI CAPITAL ADMINISTRATION LLC
By:
--------------------------------
Title:
-----------------------------
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SCHEDULE A
LIST OF PORTFOLIOS
Australia Index Fund
France Index Fund
Germany Index Fund
Hong Kong Index Fund
Italy Index Fund
Japan Index Fund
Netherlands Index Fund
Spain Index Fund
Sweden Index Fund
Switzerland Index Fund
United Kingdom Index Fund
Europe Index Fund
International Index Fund
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SCHEDULE B
DUTIES OF INVESTOR SERVICES GROUP
I. SUB-ADMINISTRATION SERVICES
(a) Maintaining office facilities (which may be in the offices of
Investor Services Group or a corporate affiliate) and furnishing corporate
officers for the Fund;
(b) Furnishing data processing services, clerical services, and
executive and administrative services and standard stationery and office
supplies;
(c) Performing all functions ordinarily performed by the office of a
corporate treasurer, and furnishing the services and facilities ordinarily
incident thereto, as follows:
- Expense Accrual Monitoring
- Determination of Dividends
- Preparation materials for review by the Board, e.g., Rules 2a-7,10f-3,
17a-7, 17e-1 and 144A
- Tax and Financial Counsel
- Creation of expense pro formas for new Portfolios/classes
- Reporting to investment company reporting agencies (i.e., Lipper)
- Compliance Testing including Section 817(h) (periodically)
(d) Preparing reports to the Fund's Shareholders and the SEC including,
but not necessarily limited to, Annual Reports and Semi-Annual Reports on Form
N-SAR;
(e) Preparing and filing the Fund's tax returns and providing
shareholder tax information to the Fund's transfer agent;
(f) Assisting the Adviser, at the Adviser's request, in monitoring and
developing compliance procedures for the Fund which will include, among other
matters, procedures to assist the Adviser in monitoring compliance with each
Portfolio's investment objective, policies, restrictions, tax matters and
applicable laws and regulations;
(g) Performing "Blue Sky" compliance functions, as follows:
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- Effecting and maintaining, as the case may be, the registration of Shares
of the Fund for sale under the securities laws of the jurisdictions listed
in the Written Instructions of the Fund, which instructions will include
the amount of Shares to be registered as well as the warning threshold to
be maintained. Any Written Instructions not received at least 45 days
prior to the date the Fund intends to offer or sell its Shares cannot be
guaranteed a timely notification to the states. In addition, Investor
Services Group shall not be responsible for providing to any other service
provider of the Fund a list of the states in which the Fund may offer and
sell its Shares.
- Filing with each appropriate jurisdiction the appropriate materials
relating to the Fund. The Administrator shall be responsible for
providing such materials to Investor Services Group, and Investor Services
Group shall make such filings promptly after receiving such materials.
- Providing to the Fund quarterly reports of sales activity in each
jurisdiction in accordance with the Written Instructions of the
Administrator or the Fund. Sales will be reported by shareholder
residence. NSCC trades and order clearance will be reported by the state
provided by the dealer at the point of sale. Trades by omnibus accounts
will be reported by trustee state of residence in accordance with the
Written Instructions of the Administrator or the Fund outlining the
entities which are permitted to maintain omnibus positions with the Fund.
- In the event sales of Shares in a particular jurisdiction reach or exceed
the warning levels provided in the Written Instructions of the Fund,
Investor Services Group will promptly notify the Administrator with a
recommendation of the amount of Shares to be registered in such
jurisdiction and the fee for such registration. Investor Services Group
will not register additional Shares in such jurisdiction unless and until
Investor Services Group shall have received Written Instructions from the
Administrator or the Fund to do so.
- If Investor Services Group is instructed by the Fund or the Administrator
not to register Shares in a particular jurisdiction, Investor Services
Group will use its best efforts to cause any sales in such jurisdictions
to be blocked, and such sales will not be reported to Investor Services
Group as sales of Shares of the Fund.
(h) Performing corporate secretarial services including the following:
- Assist in maintaining corporate records and good standing status of Fund
in its state of organization
- Develop and maintain calendar of annual and quarterly board approvals and
regulatory filings
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- Prepare notice, agenda, memoranda, resolutions and background materials
for legal approvals at quarterly board meetings and committee meetings;
attend meetings; make presentations where appropriate; prepare minutes;
follow up on issues
- Provide support for one special in person board meeting per year and
written consent votes where needed
(i) Performing the following legal services:
- Prepare and file annual Post-Effective Amendment
- Prepare and file Rule 24f-2 Notice
- Review and file Form N-SAR
- Review, Edgarize and file Annual and Semi-Annual Financial Reports
- Communicate significant regulatory or legislative developments to Fund
management and directors and provide related planning assistance where
needed
- Consult with Fund management regarding portfolio compliance and Fund
corporate and regulatory issues as needed
- Maintain effective communication with outside counsel and review legal
bills of outside counsel
- Coordinate the printing and mailing process with outside printers for all
shareholder publications
- Arrange D&O/E&O insurance and fidelity bond coverage for Fund
- Assist in monitoring Fund Code of Ethics reporting and provide such
reports to the person designated under the Fund's Code
(j) Performing, in accordance with the Written Instructions of the Fund,
the following Special Legal Services in accordance with the pricing structure
listed on the Fee Schedule attached to this Agreement as Schedule C:
- Assist in managing SEC audit of the Fund at the Adviser's principal place
of business
- Review sales material and advertising for Fund Prospectus compliance
- Assist in new Portfolio start-up (to the extent requested) Coordinate time
and responsibility schedules
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Prepare Fund corporate documents (MTA/by-laws) Draft/file
registration statement (including investment objectives/policies and
prospectuses)
Respond to and negotiate SEC comments
Draft notice, agenda and resolutions for organizational meeting;
attend board meeting; make presentations where appropriate; prepare
minutes and follow up on issues
- Assist in developing compliance guidelines and procedures to improve
overall compliance by Fund and service providers
- Prepare notice, agenda, memoranda and background materials for special
board meetings, make presentations where appropriate, prepare minutes and
follow up on issues
- Prepare proxy material for special meetings (including fund merger
documents)
- Prepare Post-Effective Amendments for special purposes (e.g., new funds or
classes, changes in advisory relationships, mergers, restructurings)
- Prepare special Prospectus supplements where needed
- Assist in extraordinary non-recurring projects, including providing
consultative legal services, e.g.,
Arrange CDSC financial programs
Prospectus simplification
Profile prospectuses
Exemptive order applications
(k) Serving as disbursing agent for the Fund with respect to payments to
be made to the Fund's service providers and vendors; provided that
Investor Services Group shall be under no obligation to make any such
payment unless and until it has received the amount of such payment
from the Administrator or the Fund.
II. FUND ACCOUNTING SERVICES
(a) Performing fund accounting and bookkeeping services (including the
maintenance of such accounts, books and records of the Fund as may be required
by Section 31(a) of the 0000 Xxx) as follows:
- Daily, Weekly, and Monthly Reporting
- Portfolio and General Ledger Accounting
- Daily Valuation of all Portfolio Securities
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- Daily Valuation and NAV Calculation
- Comparison of NAV to market movement
- Review research of price tolerance/fluctuation report to market movements
and events
- Research of items appearing on the price exception report
- Weekly cost monitoring along with market-to-market valuations in
accordance with Rule 2a-7
- Security trade processing
- Daily cash and position reconciliation with the custodian bank
- Daily updating of price and distribution rate information to the Transfer
Agent/Insurance Agent
- Daily support and report delivery to Portfolio Management
- Daily calculation of Portfolio adviser fees and waivers
- Daily calculation of distribution rates
- Daily investable cash call
- Monitor and research aged receivables
- Collect aged income items and perform reclaims
- Update NASDAQ reporting
- Daily maintenance of each Portfolio's general ledger including expense
accruals
- Daily NAV per share notification to other vendors as required
- Calculation of 30-day SEC yields and total returns
- Preparation of month-end reconciliation package
- Monthly reconciliation of Portfolio expense records
- Application of monthly pay down gain/loss
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- Preparation of all annual and semi-annual audit work papers
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Exhibit 1 of Schedule B
Performance Standards
Investor Services Group's obligation to meet the following Performance
Standards shall be measured in the aggregate with respect to all Portfolios.
Investor Services Group will report to the Administrator on a monthly basis the
percent of items completed within standard as well as a quality rating.
Reporting will be detailed to the transaction type level. A pass/fail
determination for contractual penalties will however be based on the categories
listed below. For example, the accuracy of purchases, redemptions, exchanges
and adjustments will be reported to the Administrator on an individual basis
and as a collective group. Investor Services Group will receive a "fail" for
the month if the collective score for all financials falls below the
contractual level. Note that completion standards are measured in business
days.
CATEGORY COMPONENTS (TO BE REPORTED INDIVIDUALLY)
FUND ACCOUNTING SERVICES
- NAVs calculated accurately, provided that all information received from
external vendors or Fund managers is correct and timely.
Minimum Acceptable Quality Score: 98%
- Information to NASDAQ is reported accurately and within appropriate time
frames in order to be distributed to major newspapers
- Minimum Acceptable Quality Score: 98%
- Daily Bulletin is released by 7:00 pm EST, provided that all information
received from external vendors or Fund managers is received on a timely
basis.
Minimum Acceptable Quality Score: 98%
- Dividends and Capital Gains paid correctly.
Minimum Acceptable Quality Score: 98%
FUND ADMINISTRATION SERVICES
- Annual and Semi-Annual reporting has begun mailing by Day 60 following the
period end date, provided that all information is received from external
vendors, Fund and Fund managers is received on a timely basis.
Minimum Acceptable Quality Score: 98%
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SCHEDULE C
FEE SCHEDULE
1. Standard Fees
Fund Accounting Fees:
- $35,385 per Portfolio per annum for 11 Portfolios
- Fund of Funds fee is waived for 2 Portfolios
Administration Fees:
- Asset based fees: Up to $500 million in assets 5.0 bp
Over $500 to $1 billion in assets 8.0 bp
Over $1 billion to $2 billion in assets 10.0 bp
Over $2 billion in assets 7.5 bp
- At each breakpoint, all fees are adjusted to the applicable level
Marketing Fees:
- Projects will be estimated upon request by the Fund and will include
a 15% ISG project management fee.
After the one year anniversary of the effective date of this Agreement,
Investor Services Group may adjust the above fees once per calendar year, upon
thirty (30) days prior written notice in an amount not to exceed the cumulative
percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U)
U.S. City Average, All items (unadjusted) - (1982-84=100), published by the
U.S. Department of Labor since the last such adjustment in the Client's monthly
fees (or the Effective Date absent a prior such adjustment).
2. Programming Costs
(a) Dedicated Team:
Programmer $150,000 per annum
BSA $ 85,000 per annum
Tester $ 65,000 per annum
(b) System Enhancements (Non Dedicated Team):
Programmer $150.00 per hour
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The above rates are subject to an annual 5% increase after the one year
anniversary of the effective date of this Agreement.
3. Investor Services Group shall be entitled to the following fee for the
performance of any Special Legal Services as described in Schedule B in
accordance with the Written Instructions of the Fund: $185 per hour subject to
certain project caps as may be agreed to by Investor Services Group and the
Fund. Services and charges may vary based on volume.
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SCHEDULE D
OUT-OF-POCKET EXPENSES
The Administrator shall reimburse Investor Services Group monthly for
applicable out-of-pocket expenses, including, but not limited to the following
items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including certificates, envelopes, checks and
stationery
- Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass
through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs, including all lease, maintenance
and line costs
- Ad hoc reports
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges
- Federal Reserve charges for check clearance
- Overtime, as approved by the Fund
- Temporary staff, as approved by the Fund
- Travel to and from Board meetings
- Travel and entertainment, as approved by the Fund
- Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors
- Third party audit reviews
- Ad hoc SQL time
- Insurance
- Pricing services (or services used to determine Fund NAV)
- Forms and supplies for the preparation of Board meetings and other
materials for the Fund
- Vendor set-up charges for Blue Sky services
- Customized programming requests
- Blue Sky filing or registration fees
- SAS 70
- Cold Storage
- Document Retrieval
- Vendor pricing comparison
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- Manual pricing
- Licensing and registration fees for registered representatives
magnetic tape
- retention of records
- data subscription services
- voice and data lines/access charges/set-up/installation of all
communications hardware and software
- transmitting lines, modems and any other expenses incurred in
connection with such terminals and lines
- sales tax, if applicable
- post office box charges
- 800 number usage at a rate of $0.10 per minute
- software enhancements at a rate of $150.00 per hour
- state registration fees, if applicable
- licensing costs of all software applications of Fund data
- Such other miscellaneous expenses reasonably incurred by Investor
- Services Group in performing its duties and responsibilities under this
Agreement.
The Administrator agrees that postage and mailing expenses will be paid on
the day of or prior to mailing as agreed with Investor Services Group. In
addition, the Administrator will promptly reimburse Investor Services Group for
any other unscheduled expenses incurred by Investor Services Group whenever the
Administrator and Investor Services Group mutually agree that such expenses are
not otherwise properly borne by Investor Services Group as part of its duties
and obligations under the Agreement.
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SCHEDULE E
FUND DOCUMENTS
- Certified copy of the Articles of Incorporation of the Fund, as
amended
- Certified copy of the By-laws of the Fund, as amended
- Copy of the resolution of the Board of Directors authorizing the
execution and delivery of this Agreement
- Copies of all agreements between the Fund and its service providers
- All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by
the Fund
- All notices issued by the Fund with respect to the Shares in
accordance with and pursuant to the Articles of Incorporation or
By-laws of the Fund or as required by law and shall perform such
other specific duties as are set forth in the Articles of
Incorporation including the giving of notice of any special or annual
meetings of shareholders and any other notices required thereby.
- A listing of all jurisdictions in which each Portfolio is registered
and lawfully available for sale as of the date of this Agreement and
all information relative to the monitoring of sales and registrations
of Fund shares in such jurisdictions
- Each Fund's most recent post-effective amendment to its Registration
Statement
- Each Fund's most recent prospectus and statement of additional
information, if applicable, and all amendments and supplements
thereto
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