Exhibit (h)(8)(ii)(a)
AMENDMENT NUMBER TWO TO THE
TRANSFER AGENCY SERVICES AGREEMENT
THIS AMENDMENT, dated as of the 1st day of March, 2001 is made to the
Transfer Agency and Services Agreement (the "Agreement") dated as of the 9th day
of November, 1998 between PIMCO Advisors L.P., (the "Administrator") and First
Data Investor Services Group, Inc., n/k/a PFPC Inc. ("PFPC").
WITNESSETH
WHEREAS, the parties to the Agreement desire to amend the Agreement.
NOW THEREFORE, the parties to the Agreements agree that as of the date
first referenced above, the Agreements shall be amended as follows:
1. All references to "First Data Investor Services Group, Inc." and "Investor
Services Group" are hereby deleted and replaced with "PFPC Inc." and "PFPC"
respectively.
2. Section 3.1(c) is amended by adding the following to the end of that
section:
"During this Agreement, and at such times as the Administrator and/or the
Funds determine that mailing services, outside those contemplated by this
Agreement, including, but not limited to, annual report, semi-annual report
and prospectus mailings, should be utilized, Administrator will solicit a
bid from PFPC or its affiliates for the provision of any such mailing
services. Taking into account price, technology, service and track record,
the Administrator will recommend PFPC to the relevant Fund(s) following a
good faith determination by the Administrator that PFPC's bid is
competitive in comparison to that of similarly qualified competitors."
3. Section 14.1 is amended by deleting the last sentence in its entirety and
replacing it with the following:
"This Agreement shall continue in full force and effect through April 1,
2004 (the "Initial Term")."
4. Section 14.7 is hereby amended by adding the following to end of the first
sentence:
", provided, however, the foregoing termination right shall apply only if
(a) as a result of such acquisition, change of control, merger, or
consolidation, the Fund is consolidated with or merged into another fund
which is the surviving fund entity (the "Surviving Fund"); and (b) PFPC
does not provide transfer agent services to the Surviving Fund.
5. Exhibit C of the Agreement is hereby deleted and replaced with the attached
Revised Exhibit C.
The Agreement, as previously amended and as amended by this Amendment,
("Modified Agreement") constitutes the entire agreement between the parties with
respect to the subject matter thereof. The Modified Agreement supersedes all
prior and contemporaneous agreements between the parties in connection with the
subject matter thereof. No officer, employees, servant or other agent of either
party is authorized to make any representation, warranty, or other promises not
expressly contained herein with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
PIMCO ADVISORS L.P.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: Exec. Vice President
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PFPC INC.
(f/k/a First Data Investor Services Group, Inc.)
By: /s/ Xxxxxxx DaNotrio
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Name: Xxxxxxx DaNotrio
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Title: Vice Pres/Div Mgr.
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Business Approval By: Xxxxx X Xxxxxx
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Date: 3/14/01
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Legal Approval By: A.A.
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Date: 3/13/01
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Revised - SCHEDULE C
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FEE SCHEDULE
A. FEES
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1. Annual Per Account Fees:
Networking Accounts (1,2,3,4): $ 5.95 per account
Non-Networking Accounts: $13.75 per account
Closed Accounts $1.82 per closed account
2. NSCC Fees: No Charge
3. DAZL:
Base Product: $17,000 set-up fee (Paid in Full)
No charge for transmission of transaction or
price records
DAZL Direct/DAZL Interactive: $1,000 per month
(Sungard and Xxxxxxx $.025 per transaction record transmitted
Schwab & Co.-- No Charge) $.015 per price record transmitted
4. VRU $25,000 set-up fee (Paid in Full)
$ 6,000 year
$.23 per minute
S. 10 per call
5. Cost Basis Forms: No Charge
6. DCXchange/sm/: $4.00 per Plan Participant Account
7. IMPRESSNet:
Development Fees: $135.00 per hour
Reviewing client network requirements and signing off on the requirements
Recommending method of linking to the Web Transaction Engine
Installing the network hardware and software
Implementing the network connectivity
Testing the network connectivity and performance
Customized Development
Transaction Fees:*
Account Inquiries: $.05 per inquiry (less
than) 50,000 inquiries per
month
$.035 per inquiry (more
than) 50,000 inquires per
month
Financial Transactions: $.50 per trans (less than)
25,000 trans per month
* The parties hereto agree to review these fees annually to determine whether
they should be increased, decreased, or not adjusted at all.
$.35 per trans (more than) 25,000 trans per month
8. Fiduciary Fees (Retirement Plan account processing): No Charge
9. Lost Shareholder Search Reporting: $2.75 per account search*
* the per account search fee shall be waived until June 2000
so long as the Administrator retains Xxxxx Tracers, Inc.
("KTI") to provide KTI's "In-Depth Research Program" services.
10. Programming Costs:
(a) Dedicated Team:
Programmer $105,000 per annum
BSA $ 89,250 per annum
Tester $ 68,250 per annum
(b) System Enhancements (Non Dedicated Team):
Programmer $150.00 per hour
The above Programming Costs are subject to an annual 5% increase after
the one year anniversary of the effective date of this Agreement.
11. Print/Mail Fees.
(a) Standard Services.
Implementation Fee: $ 5000.00
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$ 150.00/ hr. Multi-check and Non Standard
Testing Application or Data Requirements:
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$3.00/fax to client or Record Keeper
Work Order: $15.00 per work order
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Daily Work (Confirms):
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Hand: $71/K with $75.00 minimum (includes 1 insert)
$0.07/each additional insert
Machine: $42/K with $50.00 minimum (includes 1 insert)
$0.01/each additional insert
Daily Checks:
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Hand: $91/K with $100.00 minimum daily (includes 1 insert)
$0.08/each additional insert
Machine: $52/K with $75.00 minimum (includes 1 insert)
$0.01/each additional insert
* There is a $3.00 charge for each 3606 Form sent.
Statements:
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Hand: $78/K with $75.00 minimum (includes 1 insert)
$0.08/each additional insert
$125/K for intelligent inserting
Machine: $52/K with $75.00 minimum (includes 1 insert)
$0.01 each additional insert
$58/K for intelligent inserting
Periodic Checks:
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Hand: $91/K with $100.00 minimum (includes 1 insert)
$0.08/each additional insert
Machine: $52/K with $100.00 minimum (includes 1 insert)
$0.01/each additional insert
12B1/Dealer Commission Checks/Statements:
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$0.78/each envelope with $100.00 minimum
Spac Reports/Group Statements: $78/K with $75.00 minimum
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Listbills: $0.78 per envelope with $75.00 minimum
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Printing Charges: (price ranges dependent on volumes)
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$0.08/per confirm/statement/page
$0.10/per check
Folding (Machine): $18/K
Folding (Hand): $.12 each
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Presort Charge: $0.277 postage rate
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$0.035 per piece
Courier Charge:
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$15.00 for each on call courier trip/or actual cost for on demand
Overnight Charge:
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$3.50 per package service charge plus Federal Express/Airborne
charge
Inventory Storage:
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$20.00 for each inventory location as of the 15th of the month
Inventory Receipt: $20.00 for each SKU / Shipment
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Hourly work; special projects, opening envelopes, etc...: $24.00 per hour
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Special Pulls: $2.50 per account pull
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Boxes/Envelopes: Shipping boxes $0.85 each
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Oversized Envelopes $0.45 each
Forms Development/Programming Fee: $100/hr
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Systems Testing: $85/hr
Cutting Charges: $10.00/K
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(b) Special Mailings.
This pricing for special mailings is based on appropriate notification (standard
of 30 day minimum) and scheduling for special mailings. Scheduling requirements
include having collateral arrive at agreed upon times in advance of deadlines.
Mailings which arise with shorter time frames and turns will be billed at a
maximum premium of 50% based on turn around requirements.
Work Order: $30.00 per Work order
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Daily Work (Confirms):
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Hand: $135.00 to create an admark tape
$10.00/K to zip +4 data enhance with
$125.00 minimum
$80.00/hr for any data manipulation
$6.00/K combo charge
Admark & Machine Insert
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#10, #11, 6x9
$62/K to admark envelope and machine insert
1 piece, with
$125.00 minimum
$2.50/K for each additional insert
$38/K to admark only with $75.00 minimum
$25.00/X xxxx sort
9x12
$100/K to admark envelope and machine insert
1 piece, with
$125.00 minimum
$5.00/K for each additional insert
$38/K to admark only with $75.00 minimum
$0.08 for each hand insert
Admark & Hand Insert
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#10, #11, 6x9
$0.08 for each hand insert
$25.00/X xxxx sort
9x12
$0.09 for each hand insert
$25.00/X xxxx sort
Pressure/Sensitive Labels:
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$0.32 each to create, affix and hand insert 1 piece,
with a $75.00 minimum
$0.10 to affix labels only
$0.10 to create labels only
Legal Drop: $150.00/compliant legal drop per job and processing fees
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Presort Fee: $0.035 per piece
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(c) Print Mail Standard Service and Special Mailings Pricing Discount. PFPC
agrees to provide the Administrator with the following discounts which shall be
applied on a monthly basis to the aggregate amount of Standard Service and
Special Mailing charges invoiced with respect to the Funds, excluding taxes and
postage:
(i) 7% of the total invoice amount, excluding taxes and postage; and
(ii) An additional 7.5% applied to the invoiced amount,
excluding taxes and postage, after the discount set
forth in Section (c)(i) above is applied.
(d) Electronic Statement Presentment/1/.
Set Up: $150,000.00 (Waived)
Storage: $0.08 per page/image (Waived)
Presentment: $0.10 per statement presented
/1/ It is anticipated that Electronic Statement Presentment services, including
ability to suppress print output, will be available in the 1st Quarter,
2002.
(e) Digital Imaging.
PDF image creation: $ .03 per image
Master CDR creation: $225.00 per CD
Duplicate CDR: $ 175.00 per CD
Server Storage: $ .01 per image (This is the storage fee in
lieu of CDR creation.)
Data Processing: $ .025 per image (Adhocs, data files,
upload, file creation)
B. MISCELLANEOUS
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1. Conversion Costs. All reasonable expenses associated with the movement of
records and materials and the conversion thereof from the Fund's current
transfer agent to PFPC shall be borne by PFPC.
2. Fee Credit. PFPC shall provide a monthly credit of $50,000 against the total
monthly invoiced amount from PFPC with respect to all of the PIMCO affiliated
mutual funds for which PFPC provides transfer agency services.
3. Cash Management Services. PFPC shall maintain various demand deposit
accounts ("DDA's") with a third party cash management services provider in order
to facilitate the services being provided by PFPC. PFPC agrees to assume
responsibility for all fees charged by the cash management services provider,
provided however, PFPC shall retain any and all investment income and/or related
credits derived from maintaining such DDA's.
4. Except as otherwise set forth above, after December 31, 2003, PFPC 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 Administrator's monthly fees (or since the
Effective Date in the case of the first such adjustment).
5. Notwithstanding the fees set forth above, in the event the total annual
revenue received by PFPC under this Agreement and the Other Agreement is less
than $6,500,000.00, the above fees shall be modified as set forth below:
(a) Non-Networking Accounts: $15.51 per account
Closed Accounts: $ 2.07 per closed account
(b) PFPC may immediately begin to impose the annual CPI Increase described
in Section B. 4. above.
(c) The Print/Mail Discount described in Section A. 11. (c)(ii) above
shall no longer apply.
