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EXHIBIT 2(k)(2)(l)
AMENDMENT No. 9 - RESTATED AND AMENDED
AMENDMENT No. 6 TO THE REMOTE ACCESS
AND RELATED SERVICES AGREEMENT
FOR IMPRESSNet(TM) SERVICES
THIS RESTATED AMENDMENT, dated as of the 26th day of June, 2000 is made
to the Remote Access and Related Services Agreement dated as of December 23,
1994, as amended (the "Agreement") between each registered investment company
listed on Exhibit 1 of the Agreement (the "Fund") and PFPC Inc., f/k/a First
Data Investor Services Group, Inc. ("PFPC").
WITNESSETH
WHEREAS, the Fund desires to enable Shareholders and Financial Planners
to access accounts and conduct certain account transactions through the use of
the Internet and PFPC desires to allow such access and provide certain services
as more fully described below in connection therewith;
WHEREAS, the parties desire to restate and amend Amendment Number 6 to
the Agreement dated August , 1999 previously executed by the parties
NOW THEREFORE, the Fund and PFPC agree that as of the date first
referenced above, PFPC Agreement shall be amended as follows:
1. Definitions. Terms not otherwise defined herein shall have the same
meanings as ascribed them in the Agreement. In addition, the following
definitions are hereby incorporated into Agreement:
(a) "Account Inquiry" shall mean any access to the PFPC System via
IMPRESSNet--Registered Trademark-- initiated by an End-User which is
not a Financial Transaction.
(a) "End-User" shall mean any Shareholder or Financial Planner that
accesses the PFPC recordkeeping system via IMPRESSNet--Registered
Trademark--.
(b) "Financial Planner" shall mean any investment advisor,
broker-dealer, financial planner or any other person authorized to act
on behalf of a Shareholder.
(c) "Financial Transaction" shall mean purchase, redemption, exchange
or any other transaction involving the movement of Shares initiated by
an End-User.
(d) "Fund Home Page" shall mean the Fund's proprietary web site on the
Internet used by the Fund to provide information to its shareholders
and potential shareholders.
(e) "IMPRESSNet--Registered Trademark--" shall mean the PFPC
proprietary system consisting of the PFPC Secure Net Gateway and the
PFPC Web Transaction Engine and shall also be deemed to
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be part of, and included within the definition of "FDISG System" and
"FDISG Facilities", as those terms are defined in the Agreement.
(f) "PFPC Secure Net Gateway" shall mean the system of computer
hardware and software and network established by PFPC to provide access
between PFPC recordkeeping system and the Internet.
(g) "PFPC Web Transaction Engine" shall mean the system of computer
hardware and software created and established by PFPC in order to
enable Shareholders of the Fund to perform the transactions
contemplated hereunder.
(h) "Internet" shall mean the communications network comprised of
multiple communications networks linking education, government,
industrial and private computer networks.
(i) "Shares" refers collectively to such shares of capital stock or
beneficial interest, as the case may be, or class thereof, of a Fund as
may be issued from time to time.
(j) "Shareholder" shall mean a record owner of Shares of the Fund.
2. Responsibilities of PFPC. In addition to the services rendered by PFPC
as set forth in the Agreement, PFPC agrees to provide the following
services for the fees set forth in the Schedule of
IMPRESSNet--Registered Trademark-- Fees attached hereto as Schedule A
of this Amendment:
(a) In accordance with the written IMPRESSNet--Registered Trademark--
procedures and product functionality documentation provided to the
Fund by PFPC, PFPC shall, through the use of the PFPC Web Transaction
Engine and Secure Net Gateway enable End-Users to utilize the
Internet to access the PFPC System in order to perform account
inquiries and transactions in Shareholder accounts.
IMPRESSNet--Registered Trademark-- shall be accessible by End-Users
in order to perform transactions in Shareholder accounts via the
Internet at least 95% of the time during any 24 hour period, excluding
a) the standard Initial Program Loads (IPL) which shall be scheduled
from 9:00 p.m. Saturday through 7:00 a.m. Sunday Central Time, and b)
the software change windows which shall be scheduled from 12:00 a.m.
Friday through 4:00 a.m. Friday Central Time and 12:00 a.m. Monday
through 4:00 a.m. Monday Central Time.
(b) Process the set up of personal identification numbers ("PIN") for
End-Users which shall include verification of initial identification
numbers issued, reset and activate personalized PIN's and reissue new
PIN's in connection with lost PIN's.
(c) Installation services which shall include, review and sign off on
the Fund's network requirements, recommending method of linking to the
PFPC Web Transaction Engine, installing network hardware and software,
implementing the network connectivity, and testing the network
connectivity and performance;
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(d) Maintenance and support of the PFPC Secure Net Gateway and the PFPC
Web Transaction Engine, which includes the following:
(i) error corrections, minor enhancements and interim
upgrades to IMPRESSNet--Registered Trademark-- which
are made generally available by PFPC to IMPRESSNet
--Registered Trademark-- customers;
(ii) help desk support to provide assistance to Fund
employees with the Fund's use of IMPRESSNet--Registered
Trademark--.
Maintenance and support shall not include (i) access to or use of any
substantial added functionality, new interfaces, new architecture, new
platforms, new versions or major development efforts, unless made
generally available by PFPC to IMPRESSNet--Registered Trademark--
clients, as determined solely by PFPC; or (ii) development of
customized features.
(e) Maintenance and upkeep of the security infrastructure and
capabilities described in the procedures and product functionality
documentation.
(f) Prepare and forward monthly usage reports to the Fund which shall
provide the Fund with a summary of activity and functionality used by
End-Users. In addition, the Fund will be provided web-site access for
determination of daily usage activity.
3. Responsibility of the Fund. In connection with the services provided by
PFPC hereunder, the Fund shall be responsible for the following:
(a) establishment and maintenance of the Fund Home Page on the
Internet;
(b) services and relationships between the Fund and any third party
on-line service providers to enable End-Users to access the Fund Home
Page and/or the Investor Services System via the Internet;
(c) provide PFPC with access to and information regarding the Fund Home
Page in order to enable PFPC to provide the services contemplated
hereunder.
4 Software Exclusivity. The Fund may choose to have exclusive use of
enhancement software paid for by the Fund. Such exclusivity would
extend for a period of nine (9) months from the date the enhancement is
placed into the production libraries. Software exclusivity would be
waived if the Fund accepts either of the following conditions:
a). If prior to implementation, PFPC or other PFPC clients agree to
share in the expense of the enhancements.
b). At any time during the 9 months following implementation, PFPC or
other PFPC clients agree to share the expense for the enhancements.
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
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matter hereof. The Modified Agreement supersedes all prior and contemporaneous
agreements between the parties in connection with the subject matter hereof. No
officer, employee, 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.
On behalf of the Funds and respective Portfolios and Classes set forth in
Exhibit 1 of the Agreement which may be amended from time to time.
PFPC INC.
By: /s/ XXXX X. XXXXXX By: /s/ XXXXXXX XXXXXXXX
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Name: Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxxx
----------------------------- -------------------------
Title: Director Applications Title: Senior Vice President
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SCHEDULE A
IMPRESSNet(TM) FEES
WEB TRANSACTION ENGINE
SET UP FEE: $150.00 PER HOUR
o Reviewing client network requirements and signing off on the
requirements
o Recommending method of linking to the Web Transaction Engine
o Installing the network hardware and software
o Implementing the network connectivity
o Testing the network connectivity and performance
FINANCIAL TRANSACTION COST:
NUMBER OF TRANSACTIONS PER MONTH FEE PER TRANSACTION
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0-10,000 $.50
10,001-20,000 $.40
20,001+ $.25
ACCOUNT INQUIRY COSTS: $.05 per inquiry*
*At such time as when the Account Inquiry Fees received by PFPC reach a
threshold of $40,000 per month for any one month period, the parties in
good faith agree to review the above pricing for possible adjustment
SOFTWARE MAINTENANCE FEE: $25,000 PER ANNUM
o Releases of new versions of Web Transaction Engine (does not include
customization)
o Maintain security infrastructure with auditing function for the
purpose of Fund and Shareholder protection
o Monthly Usage Reports and web access as described in Paragraph 2(f)
of this Restated Amendment No. 6
o Help Desk Support (contact and escalation procedures set forth in
Exhibit 1)
o Prompt and reasonable classification of submitted enhancements as
minor or major
o Minor enhancement completed within five (5) business days of
submission
o Prompt notification of issues affecting the functionality or
availability of the site
o Notification of upgrades or changes to the site (These should be
made well in advance of moving into production)
o The option to test upgrades or changes
HARDWARE MAINTENANCE FEE: $25,000 PER ANNUM
o Does not include client hardware and software requirements.
o Installation of hardware is billed as time and materials
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o Does not include third party hardware and software maintenance
agreements
The Software Maintenance Fee and Hardware Maintenance Fee shall remain unchanged
until December 31, 2002. During each one year term of the agreement after
December 31, 2002, the Software Maintenance Fee and Hardware Maintenance Fee may
be changed no more than 5% than the then-current Software Maintenance Fee and
Hardware Maintenance Fee upon 90 days' prior written notice to the Funds. Such
change to the Software Maintenance Fee and Hardware Maintenance Fee shall be
effective at the beginning of the next one year term of the Agreement.
CUSTOMIZED DEVELOPMENT: $150 PER HOUR
The above referenced fees do not include fees associated with third party
software products which may be required to utilize future releases of
IMPRESSNet(TM).
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EXHIBIT 1 of SCHEDULE A
IMPRESSNET HELP DESK AND ESCALATION PROCEDURES
This is directed to the IMPRESSNet staff as well as the customer base to ensure
a common understanding of the expectations surrounding help desk support.
It is assumed that each site has a front line of technical support which filters
out calls and determines that the issue is IMPRESSNet related and is severe
enough to justify immediate attention. It is requested that off-hour calls be
reserved for major production or data integrity issues.
Once an issue is determined to be IMPRESSNet related, the client representative
(either the user or a point of contact) should call the PFPC Help Desk at (508)
871-8550.
The Help Desk has a list of primary and secondary developers on call by product.
It is advantageous to provide a clear and concise problem statement to the Help
Desk personnel along with a telephone number and point of contact. The caller
should be sure to obtain a ticket number to facilitate progress tracking if
necessary.
o The Help Desk will call and/or page the primary on-call developer and allow
15 minutes for a return call.
o If no response is received, the Help Desk will call and/or page the
secondary on call and wait 10 minutes for a return call.
o If no response is received, the manager on call will be called and/or paged.
o If no response is received, the Help Desk personnel will contact the Vice
President of Corporate Systems and then the Manager of the Environmental
Support Group.
o Finally, if no response is received the Help Desk personnel has access
to SCONCALL (special procedures utilized by help desk personnel)
Once the developer or manager is assigned the call, they are responsible for
seeing that the issue is satisfactorily addressed. They are not necessarily
responsible for physically addressing the issue.
The assigned person will contact the designated client personnel to inform them
the issue is being addressed and to collect any relevant information.
If an issue will take more than an hour to resolve, the assigned person will
periodically update the Help Desk with a progress status.
Once the issue has been addressed it is the responsibility of the assigned
person to notify the Help Desk that the issue can be marked as "resolved".
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The Help Desk will contact the client to obtain confirmation of resolution prior
to closing the ticket.
If there has been a lack of response on a particular issue after the specified
time period, please contact your Client Service or IMPRESSNet Manager.
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