Exhibit (h)(2)
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 24th day of July, 2007, by and between TDAX
Funds, Inc. a Maryland corporation, having its principal office and place of
business at 000 Xxxxxxxxx Xxx., Xxxxx 0000, Xxx Xxxx, XX 00000 (the "Company")
and THE BANK OF NEW YORK, a New York banking company having its principal office
and place of business at Xxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Bank").
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Company, on behalf of the investment portfolios listed on
Appendix A hereto (as such Appendix A may be amended from time to time) (each a
"Fund" and collectively, the "Funds") desires to appoint the Bank as its
transfer agent, dividend disbursing agent and agent in connection with certain
other activities, and the Bank desires to accept such appointment;
WHEREAS, the Company and designated agents will issue for purchase and
redeem shares of Funds of the Company only in aggregations of shares known as
"Creation Units" (currently 50,000 shares) (each a "Creation Unit") principally
in kind;
WHEREAS, The Depository Trust Company, a limited purpose trust company
organized under the laws of the State of New York ("DTC"), or its nominee (Cede
& Co.), will be the initial record or registered owner (the "Shareholder")
of all shares;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Terms of Appointment; Duties of the Bank
1.1 Subject to the terms and conditions set forth in this Agreement,
the Company, on behalf of the Funds, hereby employs and appoints the Bank to act
as, and the Bank agrees to act as its transfer agent for the authorized and
issued shares of common stock, $.001 par value per share of the Company
("Shares"), and as the Company's dividend disbursing agent.
1.2 The Bank agrees that it will perform the following services:
(a) In accordance with the terms and conditions of the form of
Participant Agreement, attached hereto as Exhibit A, the Bank shall:
(i) Perform and facilitate the performance of
purchases and redemption of Creation Units;
(ii) Prepare and transmit by means of DTC's
book-entry system payments for dividends and distributions declared by the
Company on behalf of the applicable Fund;
(iii) Maintain the record of the name and address of
the Shareholder and the number of Shares issued by the Company and held by the
Shareholder;
(iv) Record the issuance of Shares of the Company and
maintain a record of the total number of Shares of the Company which are
authorized, based upon data provided to it by the Company. The Bank shall have
no obligation, when recording the issuance of Shares, to monitor the issuance of
such Shares or to take cognizance of any laws relating to the issue or sale of
such Shares, which functions shall be the sole responsibility of the Company.
(v) Prepare and transmit to the Company and the
Administrator and to any applicable securities exchange (as specified to the
Bank by the Administrator or by the Company) information with respect to
purchases and redemptions of Shares;
(vi) On days that the Company may accept orders for
purchases or redemptions, calculate and transmit to the Bank and the Company's
administrator the number of outstanding Shares for each Fund;
(vii) On days that the Company may accept orders for
purchases or redemptions (pursuant to the Participant Agreement), transmit to
the Bank, the Company and DTC the amount of Shares purchased on such day;
(viii) Confirm to DTC the number of Shares issued to
the Shareholder, as DTC may reasonably request;
(ix) Prepare and deliver other reports, information
and documents to DTC as DTC may reasonably request;
(x) Extend the voting rights to the Shareholder
and/or beneficial owners of Shares in accordance with the policies and
procedures of DTC for book-entry only securities;
(xi) Maintain those books and records of the Company
specified by the Company in Schedule A attached hereto; and
(xii) Prepare a monthly report of all purchases and
redemptions during such month on a gross transaction basis. The monthly report
shall show the counterpart and amount of each purchase on a daily basis net
number of shares either redeemed or created for such Business Day.
(b) In addition to and neither in lieu nor in contravention of
the services set forth in the above paragraph (a), the Bank shall: perform the
customary services of a transfer agent and dividend disbursing agent including
but not limited to: maintaining the account of the Shareholder, obtaining a list
of DTC participants holding interests in the Global Certificate at the request
of the Company, mailing proxy materials, shareholder reports and prospectuses to
the
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Shareholder or DTC participants or beneficial owners of Shares at the request of
the Company and those services set forth on Schedule A attached hereto.
(c) The following shall be delivered to DTC for delivery to
beneficial owners in accordance with the procedures for book-entry only
securities of DTC:
(i) Annual and semi-annual reports of the Company;
(ii) Proxies, proxy statements and other proxy
soliciting materials;
(iii) Prospectus and amendments and supplements to
the Prospectus, including stickers; and
(iv) Other communications as may be required by law
or reasonably requested by the Company.
(d) If the Shares are represented by individual Certificates,
the Bank shall perform the services agreed to in writing by the Bank and the
Company.
(e) The Bank shall provide additional services (if any) on
behalf of the Company (i.e., escheatment services) which may be agreed upon in
writing between the Company and the Bank.
2. Fees and Expenses
2.1 The Bank shall receive from the Company such compensation for the
Transfer Agent's services provided pursuant to this Agreement as may be agreed
to from time to time in a written fee schedule approved by the parties. The fees
are accrued daily and billed monthly and shall be due and payable upon receipt
of the invoice. Upon the termination of this Agreement before the end of any
month, the fee for the part of the month before such termination shall be
prorated according to the proportion which such part bears to the full monthly
period and shall be payable upon the date of termination of this Agreement.
2.2 In addition to the fee paid under Section 2.1 above, the Company
agrees to reimburse the Bank for out-of-pocket expenses, including but not
limited to confirmation production, postage, forms, telephone, microfilm,
microfiche, tabulating proxies, records storage, or advances incurred by the
Bank for the items set out in the fee schedule attached hereto or relating to
dividend distributions and reports (whereas all expenses related to creations
and redemptions of Fund securities shall be borne by the relevant authorized
participant in such creations and redemptions). In addition, any other expenses
incurred by the Bank at the request or with the consent of the Company, will be
reimbursed by the Company on behalf of the applicable Fund.
2.3 The Company agrees to pay all fees and reimbursable expenses within
ten business days following the receipt of the respective billing notice
accompanied by supporting documentation, as appropriate. Postage for mailing of
dividends, proxies, Company reports and other mailings to all shareholder
accounts shall be advanced to the Bank by the Company at least seven (7) days
prior to the mailing date of such materials. The Bank understands and agrees
that
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XShares Advisors LLC, the investment adviser to the Company (the "Advisor") may
pay the fees and expenses under this Section 2 directly to the Bank as a result
of its contractual arrangements with the Company and any such payment by the
Advisor will discharge the Company of its obligations hereunder. Notwithstanding
any such arrangements, nothing herein shall be deemed to relieve the Company of
its obligations to pay such fees and expenses if such payment is not made by the
Advisor.
3. Representations and Warranties of the Bank
3.1 The Bank represents and warrants to the Company that:
It is a banking company duly organized and existing and in
good standing under the laws of the State of New York.
It is duly qualified to carry on its business in the State of
New York.
It is empowered under applicable laws and by its Charter and
By-Laws to act as transfer agent and dividend disbursing agent and to enter into
and perform this Agreement.
All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
It is the policy of the Bank to be in compliance with U.S.
anti-money laundering ("AML") and economic sanctions ("OFAC") laws and
regulations. To that end, the Bank has implemented internal policies and
procedures for complying with the requirements of AML and OFAC regulations.
4. Representations and Warranties of the Company
4.1 The Company represents and warrants to the Bank that:
It is a corporation duly organized and existing and in good
standing under the laws of Maryland.
It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
All corporate proceedings required by said Articles and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
It is an open-end management investment company registered
under the Investment Company Act of 1940, as amended.
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A registration statement under the Securities Act of 1933, as
amended, on behalf of each of the Funds is currently effective and will remain
effective, and appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of the Company being offered for
sale.
5. [Section Reserved]
6. Indemnification
6.1 The Bank shall not be responsible for, and the Company shall
indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability
("Losses") arising out of or attributable to:
(a) All actions of the Bank or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken without negligence, or willful misconduct.
(b) The Company's negligence or willful misconduct.
(c) The breach of any representation or warranty of the
Company hereunder.
(d) The conclusive reliance on or use by the Bank or its
agents or subcontractors of information, records, documents or services which
(i) are received by the Bank or its agents or subcontractors, and (ii) have been
prepared, maintained or performed by the Company or any other person or firm on
behalf of the Company including but not limited to any previous transfer agent
or registrar.
(e) The conclusive reliance on, or the carrying out by the
Bank or its agents or subcontractors of any instructions or requests of the
Company on behalf of the Company.
(f) The offer or sale of Shares in violation of any
requirement under the federal securities laws or regulations or 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 federal
agency or any state with respect to the offer or sale of such Shares in such
state.
6.2 At any time the Bank may apply to any officer of the Company for
instructions, and may consult with the Company's legal counsel with respect to
any matter arising in connection with the services to be performed by the Bank
under this Agreement, and the Bank and its agents or subcontractors shall not be
liable and shall be indemnified by the Company for any action taken or omitted
by it in reliance upon such instructions or upon the advice or opinion of such
Company counsel (except for the Bank's willful misconduct) and shall promptly
advise the Company of such advice or opinion. The Bank, its agents and
subcontractors shall be protected and indemnified in acting upon any paper or
document, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents provided the Bank or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means authorized by the Company,
and shall not be held to have notice of any change of authority of any person,
until receipt of written notice thereof from the Company.
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6.3 The Company shall not be responsible for, and the Bank shall liable
for direct money damages arising out of or attributable to:
(a) The Bank's own negligence or willful misconduct.
(b) The breach of any representation or warranty of the Bank
hereunder.
7. Standard of Care
The Bank shall have no responsibility and shall not be liable for any
loss or damage unless such loss or damage is caused by its own negligence or
willful misconduct or that of its employees, or its breach of any of its
representations. In no event shall the Bank be liable for special, indirect or
consequential damages regardless of the form of action and even if the same were
foreseeable.
8. Concerning the Bank
8.1 Bank may enter into subcontracts, agreements and understandings
with any BNY affiliate, whenever and on such terms and conditions as it deems
necessary or appropriate to perform its services hereunder. No such subcontract,
agreement or understanding shall discharge Bank from its obligations hereunder.
8.2 Bank shall be entitled to conclusively rely upon any written or
oral instruction actually received by Bank and reasonably and in good faith
believed by Bank to be duly authorized and delivered. Company agrees to forward
to Bank written instructions confirming oral instructions by the close of
business of the same day that such oral instructions are given to Bank. Company
agrees that the fact that such confirming written instructions are not received
or that contrary written instructions are received by Bank shall in no way
affect the validity or enforceability of transactions authorized by such oral
instructions and effected by Bank. If Company elects to transmit written
instructions through an on-line communication system offered by Bank, Company's
use thereof shall be subject to the terms and conditions attached hereto as
Appendix A.
8.3 Bank shall establish and maintain a disaster recovery plan and
back-up system at all times satisfying the requirements of all applicable law,
rules, and regulations and which is reasonable under the circumstances (the
"Disaster Recovery Plan and Back-Up System"). Bank shall not be responsible or
liable for any failure or delay in the performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its control which are not a result of its negligence, including without
limitation, acts of God; earthquakes; fires; floods; wars; civil or military
disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of
utilities, transportation, computer (hardware or software) or communications
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation, provided that the Bank has established and is maintaining the
Disaster Recovery Plan and Back-Up System, or if not, that such delay or failure
would have occurred even if Bank had established and was maintaining the
Disaster Recovery Plan and Back-Up System. Upon the occurrence of any such delay
or failure Bank shall use commercially reasonable best efforts to resume
performance as soon as practicable under the circumstances.
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8.4 Bank shall have no duties or responsibilities whatsoever except
such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied against Bank in
connection with this Agreement.
8.5 At any time the Bank may apply to an officer of the Company written
instructions with respect to any matter arising in connection with the Bank's
duties and obligations under this Agreement, and the Bank shall not be liable
for any action taken or omitted to be taken by the Bank in good faith in
accordance with such instructions. Such application by the Bank for instructions
from an officer of the Company may, at the option of the Bank, set forth in
writing any action proposed to be taken or omitted to be taken by the Bank with
respect to its duties or obligations under this Agreement and the date on and/or
after which such action shall be taken, and the Bank shall not be liable for any
action taken or omitted to be taken in accordance with a proposal included in
any such application on or after the date specified therein unless, prior to
taking or omitting to take any such action, the Bank has received written
instructions in response to such application specifying the action to be taken
or omitted and provided that the Company shall have had a reasonable
opportunity, under the circumstance, to respond. The Bank may consult counsel to
the Company at the expense of the Company, and shall be fully protected with
respect to anything done or omitted by it in good faith in accordance with the
advice or opinion of such counsel.
8.6 Notwithstanding any provisions of this Agreement to the contrary,
the Bank shall be under no duty or obligation to inquire into, and shall not be
liable for:
(a) The legality of the issue, sale or transfer of any Shares,
the sufficiency of the amount to be received in connection therewith, or the
authority of the Company to request such issuance, sale or transfer;
(b) The legality of the purchase of any Shares, the
sufficiency of the amount to be paid in connection therewith, or the authority
of the Company to request such purchase;
(c) The legality of the declaration of any dividend by the
Company, or the legality of the issue of any Shares in payment of any stock
dividend; or
(d) The legality of any recapitalization or readjustment of
the Shares.
9. Covenants of the Company and the Bank
9.1 The Company shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of
Directors of the Company authorizing the appointment of the Bank and the
execution and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the
Company and all amendments thereto.
(c) Shares will be transferred upon presentation to the Bank
of Shares to its electronic account at DTC, accompanied by such documents as the
Bank deems necessary to evidence the authority of the person making such
transfer, and bearing satisfactory evidence of
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the payment of applicable stock transfer taxes, if any. In the case of small
estates where no administration is contemplated, the Bank may, when furnished
with an appropriate surety bond, and without further approval of the Company,
transfer Shares registered in the name of the decedent where the current market
value of the Shares being transferred does not exceed such amount as may from
time to time be prescribed by the various states. The Bank reserves the right to
refuse to transfer Shares until it is satisfied that the endorsements on
documents submitted to it are valid and genuine, and for that purpose it may
require, unless otherwise instructed by an Officer of the Company, a guaranty of
signature by an "eligible guarantor institution" meeting the requirements of the
Bank, which requirements include membership or participation in STAMP or such
other "signature guarantee program" as may be determined by the Bank in addition
to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended. The Bank also reserves the right to refuse to
transfer Shares until it is satisfied that the requested transfer is legally
authorized, and it shall incur no liability for the refusal in good faith to
make transfers which the Bank, in its judgment, deems improper or unauthorized,
or until it is satisfied that there is no basis to any claims adverse to such
transfer. The Bank may, in effecting transfers of Shares, rely upon those
provisions of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be amended from time
to time, applicable to the transfer of securities, and the Company shall
indemnify the Bank for any act done or omitted by it in good faith in reliance
upon such laws.
(d) The Bank assumes no responsibility with respect to the
transfer of restricted securities where counsel for the Company advises that
such transfer may be properly effected.
9.2 The Company shall deliver to the Bank, at its request, the
following documents on or before the effective date of any increase, decrease or
other change in the total number of Shares authorized to be issued:
(a) An opinion of counsel for the Company, in a form
satisfactory to the Bank, with respect to (i) the validity of the Shares, the
obtaining of all necessary governmental consents, whether such Shares are fully
paid and non-assessable and the status of such Shares under the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any
other applicable federal law or regulations (i.e., if subject to registration,
that they have been registered and that the Registration Statement has become
effective or, if exempt, the specific grounds therefore), (ii) the status of the
Company with regard to the Investment Company Act of 1940, as amended, and (iii)
the due and proper listing of the Shares on all applicable securities exchanges;
and
(b) In the case of an increase, if the appointment of the Bank
was theretofore expressly limited, a certified copy of a resolution of the Board
of Directors of the Company increasing the authority of the Bank.
9.3 Prior to the issuance of any additional Shares pursuant to stock
dividends, stock splits or otherwise, and prior to any reduction in the number
of Shares outstanding, the Company shall deliver, if requested by the Bank, the
following documents to the Bank:
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(a) A certified copy of the resolutions adopted by the Board
of Directors and/or the shareholders of the Company authorizing such issuance of
additional Shares of the Company or such reduction, as the case may be;
(b) A certified copy of the order or consent of each
governmental or regulatory authority required by law as a prerequisite to the
issuance or reduction of such Shares, as the case may be, and an opinion of
counsel for the Company that no other order or consent is required; and
(c) An opinion of counsel for the Company, in a form
satisfactory to the Bank, with respect to (i) the validity of the Shares, the
obtaining of all necessary governmental consents, whether such Shares are fully
paid and non-assessable and the status of such Shares under the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any
other applicable federal law or regulations (i.e., if subject to registration,
that they have been registered and that the Registration Statement has become
effective or, if exempt, the specific grounds therefore), (ii) the status of the
Company with regard to the Investment Company Act of 1940, as amended, and (iii)
the due and proper listing of the Shares on all applicable securities exchanges;
and
9.4 The Bank agrees that all records prepared or maintained by the Bank
relating to the services to be performed by the Bank hereunder are the property
of the Company and will be preserved, maintained and made available upon
reasonable request, and will be surrendered promptly to the Company on and in
accordance with its request.
9.5 The Bank and the Company agree that all books, records, information
and data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed to any other person,
except as may be, or may become required by law, by administrative or judicial
order or by rule.
9.6 In case of any requests or demands for the inspection of the
Shareholder records of the Company, the Bank will endeavor to notify the Company
and to secure instructions from an authorized officer of the Company as to such
inspection. The Bank reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may
reasonably be expected to be held liable for the failure to exhibit the
Shareholder records to such person.
9.7 Bank shall file such appropriate information returns concerning the
payment and composition of dividends and capital gain distributions and tax
withholding with the proper Federal, State and local authorities as are required
by law to be filed by the Company and shall withhold such sums as are required
to be withheld by applicable law.
10. Termination of Agreement
10.1 The term of this Agreement shall be one year commencing upon the
date hereof (the "Initial Term") and shall automatically renew for additional
annual terms except that the term of this Agreement may at any time be
terminated by either BNY giving to the Fund, or the Fund giving to BNY, a notice
in writing specifying the date of such termination, which date shall
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be not less than 90 days after the date of the giving of such notice, and the
term of this Agreement shall immediately terminate upon dissolution of the Fund.
Upon termination, other than a termination by the Fund pursuant to the
succeeding Section 10.2, the Fund shall pay to BNY, if terminated, such
compensation as may be due as of the date of such termination, and, the Fund
shall reimburse BNY for any disbursements and reasonable expenses made or
incurred by BNY and payable or reimbursable hereunder, including fees and
compensation for work done or services provided by BNY after the termination
date.
10.2 Either party hereto may terminate this Agreement prior to the
expiration of the Initial Term in the event the other party breaches any
material provision of this Agreement, including, without limitation in the case
of the Company, its obligations under Section 2.1, provided that the
non-breaching party gives written notice of such breach to the breaching party
and the breaching party does not cure such violation within 60 days of receipt
of such notice.
10.3 The terms of Article 2 and Article 6 shall survive the termination
of this Agreement.
11. Additional Series
11.1 In the event that the Company establishes one or more additional
series of Shares with respect to which it desires to have the Bank render
services as transfer agent under the terms hereof, it shall so notify the Bank
in writing, and if the Bank agrees in writing to provide such services, such
additional issuance shall become Shares hereunder.
12. Assignment
12.1 Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the written consent of the other party.
12.2 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
13. Severability and Beneficiaries
13.1 In case any provision in or obligation under this Agreement shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
thereby. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by either party without the written
consent of the other.
14. Amendment
14.1 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the Board
of Directors of the Company.
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15. New York Law to Apply
15.1 This Agreement shall be construed in accordance with the
substantive laws of the State of New York, without regard to conflicts of laws
principles thereof. Company and Bank hereby consent to the jurisdiction of a
state or federal court situated in New York City, New York in connection with
any dispute arising hereunder. Company hereby irrevocably waives, to the fullest
extent permitted by applicable law, any objection which it may now or hereafter
have to the laying of venue of any such proceeding brought in such a court and
any claim that such proceeding brought in such a court has been brought in an
inconvenient forum. Company and Bank each hereby irrevocably waives any and all
rights to trial by jury in any legal proceeding arising out of or relating to
this Agreement.
16. Merger of Agreement
16.1 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
17. Limitations of Liability of the Directors and Shareholders
17.1 It is expressly acknowledged and agreed that the obligations of
the Company hereunder shall not be binding upon any of the shareholders,
Directors, officers, employees or agents of the Company, personally, but shall
bind only the Company property of the Company, as provided in its Articles of
Incorporation Company. The execution and delivery of this Agreement have been
authorized by the Directors of the Company and signed by an officer of the
Company, acting as such, and neither such authorization by such Directors nor
such execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the Company property of the Company as provided in its
Articles of Incorporation.
18. Counterparts
18.1 This Agreement may be executed by the parties hereto on any number
of counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
TDAX FUNDS, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Title: CFO and Secretary
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. XxXxxx
----------------------------------------
Title: Managing Director
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SCHEDULE A
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BOOKS AND RECORDS TO BE MAINTAINED BY BANK
------------------------------------------
Source Documents requesting Creations and Redemptions
Correspondence/AP Inquiries
Reconciliations, bank statements, copies of canceled checks, cash proofs
Daily/Monthly reconciliation of outstanding units between the Company and DTC
Net Asset Computation Documentation
Dividend Records
Year-end Statements and Tax Forms
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Exhibit A
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Form of Authorized Participant Agreement
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APPENDIX A
Fund Names:
-----------
TDAX Independence 2010 Exchange-Traded Fund
TDAX Independence 2020 Exchange-Traded Fund
TDAX Independence 2030 Exchange-Traded Fund
TDAX Independence 2040 Exchange-Traded Fund
TDAX Independence In-Target Exchange-Traded Fund
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