Exhibit (h)(2)
SUB-TRANSFER AGENCY AND SERVICES AGREEMENT
AGREEMENT, dated as of October 1, 1999 between Xxxxx Xxxxxx Private Trust
Company ("Transfer Agent"), a Delaware corporation having its principal place of
business at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 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, Transfer Agent serves as transfer agent, dividend disbursing agent
and shareholder servicing agent for the registered investment companies listed
on Schedule A (as from time to time amended) (each a "Fund" and collectively,
the "Funds") pursuant to Transfer Agency and Services Agreements between the
Transfer Agent and the Funds, as amended from time to time (the "TA
Agreements"); and
WHEREAS, pursuant to Article 4 ("Delegation of Responsibilities") of the TA
Agreements, the Transfer Agent wishes to retain Investor Services Group to
render certain shareholder recordkeeping and accounting services and functions
for the Funds and Investor Services Group is willing to render such services;
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, Transfer Agent 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 a Fund as the same may be amended from time
to time.
(b) "Authorized Person" shall be deemed to include (i) any authorized
officer of a Fund or Transfer Agent; or (ii) any person, whether or not
such person is an officer or employee of a Fund or Transfer Agent, duly
authorized to give Oral Instructions or Written Instructions on behalf of
the Fund or Transfer Agent as indicated in writing to Investor Services
Group from time to time.
(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) "Commission" shall mean the Securities and Exchange Commission.
(f) "Custodian" refers to any custodian or subcustodian of securities
and other property which a 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.
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(g) "1934 Act" shall mean the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, all as amended from time to
time.
(h) "1940 Act" shall mean the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, all as amended from time to
time.
(i) "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;
(j) "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.
(k) "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.
(l) "Shareholder" shall mean a record owner of Shares of a Fund.
(m) "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.
Article 2 Appointment of Investor Services Group
2.1 Transfer Agent hereby appoints Investor Services Group to render
shareholder recordkeeping and accounting services and functions to Transfer
Agent with respect to the Funds and Investor Services Group hereby accepts such
appointment and agrees to perform the duties hereinafter set forth.
Article 3 Duties of Investor Services Group
3.1 Investor Services Group shall be responsible for:
(a) Administering and/or performing the customary services of a
transfer agent; acting as service agent in connection with dividend and
distribution functions; and for performing shareholder account and
administrative agent functions in connection with the issuance, transfer
and redemption or repurchase (including coordination with the Custodian) of
Shares of each Fund, as more fully described in the written schedule of
Duties of Investor Services Group annexed hereto as Schedule B and
incorporated herein, and in accordance with the terms of the Prospectus of
each Fund, applicable law and the procedures established from time to time
between Investor Services Group and Transfer Agent.
(b) Recording the issuance of Shares and maintaining pursuant to Rule
17Ad-10(e) of the 1934 Act a record of the total number of Shares of each
Fund which are authorized, based upon data provided to it by the Fund, and
issued and outstanding. Investor Services Group shall provide each Fund on
a regular basis with the total number of Shares which are authorized and
issued and outstanding and shall have no obligation, when recording the
issuance of Shares, to monitor the
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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 Fund.
(c) In addition to performing the foregoing services, the Fund hereby
engages Investor Services Group as its service provider with respect to
those Print/Mail Services as set forth in Schedule B for the fees
identified in Schedule D. Investor Services Group agrees to perform the
services and its obligations subject to the terms and conditions of this
Agreement. Notwithstanding the foregoing, in the event that Investor
Services Group deems it necessary to use the services of a third party to
provide Transfer Agent with the print/mail services described herein,
Investor Services Group shall, unless otherwise agreed to by the parties,
use the services of Transfer Agent or its affiliates to provide such
services.
(d) Notwithstanding any of the foregoing provisions of this Agreement,
Investor Services Group shall be under no duty or obligation to inquire
into, and shall not be liable for: (i) the legality of the issuance or sale
of any Shares or the sufficiency of the amount to be received therefor;
(ii) the legality of the redemption of any Shares, or the propriety of the
amount to be paid therefor; (iii) the legality of the declaration of any
dividend by a Fund's Board of Directors, or the legality of the issuance of
any Shares in payment of any dividend; or (iv) the legality of any
recapitalization or readjustment of the Shares.
3.2 In addition, Transfer Agent shall (i) identify to Investor Services
Group in writing or by transmission those transactions and assets to be treated
as exempt from blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the system prior to activation
and thereafter monitor the daily activity for each State. The responsibility of
Investor Services Group for the Fund's blue sky State registration status is
solely limited to the initial establishment of transactions subject to blue sky
compliance by the Funds and the reporting of such transactions to the Funds as
provided above.
3.3 In addition to the duties set forth herein, Investor Services Group
agrees to migrate the Funds at no cost to its Full Service Retail (FSR)
application, as more fully described on Schedule C. Investor Services Group
agrees to complete such migration within 18 months of the completion of
reciprocal key milestones, written business requirements, functional
specifications and documented mutual test plans. In addition, 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
Transfer Agent and Investor Services Group.
3.4 Investor Services Group agrees to provide the services described herein
in accordance with the written schedule of Performance Standards annexed hereto
as Exhibit 1 of Schedule B and incorporated by reference herein.
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.
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
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the services to be performed by Investor Services Group hereunder are the
property of the Funds and will be preserved, maintained and made available in
accordance with such section, and will be surrendered promptly to the Funds on
and in accordance with Transfer Agent's or the Fund's request. The expenses
associated with standard records requests made in the normal course of business
are covered accordingly in Schedule E. The expenses associated with
extraordinary requests for records which are not made in the ordinary course of
business shall be determined by agreement between Transfer Agent and Investor
Services Group.
4.3 In case of any requests or demands for the inspection of Shareholder
records of a Fund, Investor Services Group will endeavor to notify Transfer
Agent of such request and secure Written Instructions as to the handling of such
request. Investor Services Group reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to comply with such 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
Fund or Transfer Agent. Investor Services Group will also have no liability when
processing Share certificates which it reasonably believes to bear the proper
manual or facsimile signatures of the officers of a Fund and the proper
countersignature of Investor Services Group.
5.2 At any time, Investor Services Group may request Written Instructions
from a Fund or Transfer Agent 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 a Fund or Transfer Agent 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 a Fund or Transfer Agent only if said
representative is an Authorized Person. Transfer Agent agrees that all Oral
Instructions shall be followed within one business day by confirming Written
Instructions, and that 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 Transfer Agent 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 D and incorporated
herein. Investor Services Group will transmit an invoice to Transfer Agent as
soon as practicable after the end of each calendar month which will be detailed
in accordance with Schedule D.
6.2 In addition to those fees set forth in Section 6.1 above, Transfer
Agent agrees to arrange for payment by the Funds, and will be billed separately
for, reasonable 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
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specified in the written schedule of out-of-pocket charges annexed hereto as
Schedule E and incorporated herein. Schedule E 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.
6.3 Transfer Agent agrees to pay or arrange for the payment of all fees and
out-of-pocket expenses by Federal Funds Wire within five (5) business days
following the receipt of the respective invoice.
6.4 Any compensation agreed to hereunder may be adjusted from time to time
by attaching to Schedule D, a revised Fee Schedule and by written agreement
executed and dated by the parties hereto.
Article 7 Documents
7.1 In connection with the appointment of Investor Services Group,
Transfer. Agent 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 F.
Article 8 Transfer Agent 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 core transfer agency services provided by Investor Services Group to
the Funds herein (the "Investor Services Group System") and the other products
or services provided by Investor Services Group hereunder. It is expressly
understood that all data pertaining to the Funds remains the exclusive property
of the Funds.
8.2 Investor Services Group hereby grants to Transfer Agent on behalf of
the Funds 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 Transfer Agent, the Funds, including any affiliate or
agent of the Funds or any third party acting on behalf of 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.
8.4 Investor Services Group agrees to commit to a systems development
headcount of forty (40) persons dedication to Transfer Agent.
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8.5 During the term of this Agreement Investor Services Group will use on
behalf of the Funds at no additional cost all modifications, enhancements, or
changes which Investor Services Group may make to the Investor Services Group
System in the normal course of its business ("Systems Modifications") and which
are applicable to functions and features offered by the Funds.
8.6 Investor Services Group shall have the right, at any time, and from
time to time, to alter and modify any systems, programs, procedures or
facilities used or employed in performing its duties and obligations hereunder,
provided that no such alteration or modification shall, without the consent of
Transfer Agent, materially adversely change or affect the operations and
procedures of the Funds in using or employing the Investor Services Group System
hereunder or the reports to be generated by such system and facilities
hereunder.
Article 9 Representations and Warranties and Condition Precedent
9.1 Investor Services Group represents and warrants to Transfer Agent that:
(a) it is a corporation 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;
(d) it is duly registered with its appropriate regulatory agency as a
transfer agent and such registration will remain in effect for the duration
of this Agreement; and
(e) 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 Transfer Agent represents and warrants to Investor Services Group that:
(a) it is duly organized, existing and in good standing under the laws
of the state of Delaware;
(b) it is empowered under applicable laws and by its Article of
Incorporation and By-Laws to enter into this Agreement;
(c) all corporate proceedings required by said Articles of
Incorporation, ByLaws 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 Fund 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; and
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(e) all outstanding Shares are validly issued, fully paid and
non-assessable and when Shares are hereafter issued in accordance with the
terms of each Fund's Articles of Incorporation and its Prospectus, such
Shares shall be validly issued, fully paid and non-assessable.
9.3 Year 2000 Compliance. (a) For purposes of this Agreement, "Year 2000
Compliant" means:
(i) date data will process in the same manner and 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
(ii) there will be no loss of any functionality, accuracy, data
integrity and performance 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 Compliant 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 of Transfer Agent and the Funds 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 software
and hardware of Transfer Agent and the Funds is Year 2000 Compliant as
defined herein and complies with the interface and format standards
mutually agreed to by Investor Services Group and Transfer Agent.
(c) Transfer Agent agrees 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 Transfer Agent 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.
(d) Investor Services Group agrees that Transfer Agent shall have the right
to conduct such testing as Transfer Agent reasonably deems necessary to ensure
that the Investor Services Group System complies with the foregoing
representations and warranties, and Investor Services Group agrees to cooperate
with, support and participate in such testing as reasonably required by Transfer
Agent.
(e) The term "Year 2000 Compliance Warrant" shall mean, collectively, the
warranties set forth in this section.
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(f) Waiver of Limitation of Liability. With the exception of the disclaimer
of consequential damages provision of this Agreement, any provisions of this
Agreement which tend to limit or eliminate the liability of either party shall
have no application with respect to the Year 2000 Compliance Warranty set forth
herein.
Article 10 Indemnification
10.1 Investor Services Group shall not be responsible for and Transfer
Agent 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 not
specifically deemed to be the responsibility of Investor Services Group 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, provided that Investor Services Group has acted
in good faith and with due diligence and reasonable care, 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 a Fund, or any authorized third
party acting on behalf of 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 a Fund;
(d) the offer or sale 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) Transfer Agent's refusal or failure to comply with the terms of
this Agreement, or any Claim which arises out of Transfer Agent's
negligence or misconduct or the breach of any representation or warranty of
Transfer Agent made herein.
10.2 Transfer Agent shall not be responsible for and Investor Services
Group shall indemnify and hold Transfer Agent, the Funds, their affiliates and
their respective directors, officers, employees and agents 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
which may be asserted against Transfer Agent or for which Transfer Agent may be
held to be liable (a "Claim"), arising out of or attributable to (a) any
negligent act or omission to act or bad faith by Investor Services Group in the
performance of its duties hereunder; or (b) Investor Services Group's refusal or
failure to comply with the terms of this Agreement; (c) the breach of any
representation or warranty of Investor Services Group made herein.
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10.3 In any case in which a party (the "Indemnifying Party") may be asked
to indemnify or hold harmless any other party (or parties) (the "Indemnified
Party"), the Indemnifying Party shall be advised of all pertinent facts
concerning the situation in question. The Indemnified Party 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
the Indemnified Party except to the extent that the Indemnifying Party is
prejudiced as a result of such failure to timely notify. The Indemnifying Party
shall have the option to defend the Indemnified Party 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 the Indemnified, and thereupon the
Indemnifying Party shall take over complete defense of the Claim and the
Indemnified Party shall sustain no further legal or other expenses in respect of
such Claim. The Indemnified Party 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 Section shall survive the
termination 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 a
party's sole and exclusive remedy for claims or other actions or proceedings to
which the other party's indemnification obligations pursuant to this Article 10
may apply.
Article 11 Standard of Carp
11.1 Investor Services Group shall provide its services as Sub-Transfer
Agent in accordance with the applicable provisions of Section 17A of the 1934
Act. 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 Transfer Agent or the Funds unless said
errors are caused by Investor Services Group's own negligence, bad faith,
willful misconduct or that of its employees or knowing violations of applicable
law pertaining to the manner in which transfer agency services are to be
performed by Investor Services Group.
11.2 Each party shall have the duty to mitigate damages for which the other
party may become responsible.
Article 12 Consequential Damages
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL EITHER PARTY TO THIS AGREEMENT, ITS AFFILIATES OR ANY OF ITS OR THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO THE OTHER
PARTY 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.
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Article 13 Term and Termination
13.1 This Agreement shall be effective on the date first written above and
shall continue until May 31, 2004 (the "Initial Term"), provided Transfer Agent
or any of its affiliates continues to serve as transfer agent during such
period.
13.2 Upon the expiration of the Initial Term, this Agreement shall
automatically renew for successive annual periods ending on May 31 of each such
renewal period (each a "Renewal Term"), unless Transfer Agent or Investor
Services Group 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 Fund, all reasonable
expenses associated with movement of records and materials and conversion
thereof to a successor transfer agent will be borne by 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 the foregoing, Transfer Agent may terminate this
Agreement if either: (i) one quarter or more of the Performance Standards listed
in Exhibit 1 of Schedule B are not met by Investor Services Group for three (3)
consecutive monthly periods, or (ii) any one performance standard is not met by
Investor Services Group for any four (4) consecutive monthly periods. Transfer
Agent shall notify Investor Services Group in writing within 120 days of any
such failure. If Investor Services Group is unable to correct its failure to
meet the performance standard(s) identified in such notice within sixty (60)
days following receipt of such notice, Transfer Agent may terminate this
Agreement upon written notice to Investor Services Group. Unless Transfer Agent
provides Investor Services Group with the written notice of Investor Services
Group's failure to meet the applicable performance standard as described above,
Transfer Agent shall have waived its option to terminate the Agreement under
this provision.
Article 14 Confidentiality
14.1 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. Transfer
Agent and Investor Services Group 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. Transfer Agent and Investor
Services Group 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
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other party. Transfer Agent and Investor Services Group 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. Transfer Agent and Investor Services Group 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 14.1.
Notwithstanding the previous sentence, in no event shall either Transfer Agent
or Investor Services Group disclose the Confidential Information to any
competitor of the other without specific, prior written consent.
14.2 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 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 Transfer Agent, the
Funds or Investor Services Group, 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 Transfer Agent,
the Funds or Investor Services Group 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.
14.3 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.
14.4 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
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attempt to stop such disclosure or obtain a protective order concerning
such disclosure; or
(e) Is subsequently and independently developed by employees,
consultants or agents of the party without reference to the Confidential
Information disclosed under this Agreement.
Article 15 Force Majeure
15.1 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, 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 beyond the reasonable
control of such party; 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. Except to the
extent that the non-performing party shall have failed to use its reasonable
best efforts to minimize the likelihood of occurrence of such circumstances or
to mitigate any loss or damage to the other party or the Funds caused by such
circumstances. 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.
15.2 Investor Services Group in conjunction with its affiliate, First Data
Technologies ("FDT"), has developed a comprehensive disaster recovery plan that
ensures critical applications of daily data processing functions are recoverable
at an alternate processing facility. A disaster recovery test is conducted with
FDT on at least an annual basis. The tests include systems restoration, batch
processing and network connectivity. The mainframe operating systems and
customer network connectivity are established at an alternate processing hot
site located in North Bergen, New Jersey. In addition, Investor Services Group's
sites located in Westboro, MA and King of Pussia, PA, provide redundant backup
for critical business processes, and local data processing.
Article 16 Assignment and Subcontracting
16.1 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 either
party may, in its sole discretion, assign all its right, title and interest in
this Agreement to an affiliate, parent or subsidiary of the assigning party who
is qualified to act under the 1940 Act. 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 17 Arbitration
17.1 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 New York, New York 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.
-13-
17.2 The parties hereby agree that judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction.
17.3 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 17.
Article 18 Notice
18.1 Any notice or other instrument authorized or required by this
Agreement to be given in writing to Transfer Agent or Investor Services Group,
shall be sufficiently given if addressed to that 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 Transfer Agent:
Xxxxx Xxxxxx Private Trust Company
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
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 19 Governing Law/Venue
19.1 The laws of the State of New York, excluding the laws on conflicts of
laws, shall govern the interpretation, validity, and enforcement of this
agreement.
Article 20 Counterparts
20.1 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 21 Captions
21.1 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.
-14-
Article 22 Publicity
22.1 Neither Investor Services Group nor Transfer Agent 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 the 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 party.
Article 23 Relationship of Parties
23.1 The parties agree that they are independent contractors and not
partners or co-venturers and nothing contained herein shall be interpreted or
construed otherwise.
Article 24 Entire Agreement, Severability
24.1 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.
24.2 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.
-15-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, on the day of September 1999,
subject to approval by the Funds' Board of Directors.
XXXXX XXXXXX PRIVATE TRUST
COMPANY
By:
----------------------------------------
Title:
-------------------------------------
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By:
----------------------------------------
Title:
-------------------------------------
SCHEDULE A
XXXXXXX XXXXX BARNEY FUNDS
Concert Investment Series
Emerging Growth Fund
Government Fund
Growth Fund
Growth and Income Fund
International Equity Fund
Municipal Fund
Consulting Group Capital Markets Funds
Balanced Investment
Emerging Market Equity Investment
Government Money Investments
High Yield Investments
Intermediate Fixed Income Investments
International Equity Investments
International Fixed Income Investments
Large Capitalization Growth Investments
Large Capitalization Value Equity Investments
Long-Term Bond Investments
Mortgage Backed Investments
Municipal Bond Investments
Small Capitalization Growth Investments
Small Capitalization Value Equity Investments
Greenwich Street Series Fund (variable annuity)
Appreciation Portfolio
Diversified Strategic Income Portfolio
Emerging Growth Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth & Income Portfolio
Intermediate High Grade Bond Portfolio
International Equity Portfolio
Money Market Portfolio
Total Return Portfolio
Xxxxx Xxxxxx Adjustable Rate Government Income Fund
Xxxxx Xxxxxx Aggressive Growth Fund Inc.
Xxxxx Xxxxxx Appreciation Fund Inc
Xxxxx Xxxxxx Arizona Municipals Fund Inc.
Xxxxx Xxxxxx California Municipals Fund Inc
Xxxxx Xxxxxx Concert Allocation Series, Inc.
Balanced Portfolio
-2-
Conservative Portfolio
Growth Portfolio
High Growth Portfolio
Income Portfolio
Global Portfolio
Select Balanced Portfolio (variable annuity)
Select Conservative Portfolio (variable annuity)
Select Growth Portfolio (variable annuity)
Select High Growth Portfolio (variable annuity)
Select Income Portfolio (variable annuity)
Xxxxx Xxxxxx Equity Funds
Concert Social Awareness Fund
Xxxxx Xxxxxx Large Cap Blend Fund
Xxxxx Xxxxxx Fundamental Value Fund Inc
Xxxxx Xxxxxx Funds, Inc
Large Cap Value Fund
Short-Term High Grade Bond Fund
US Government Securities Fund
Xxxxx Xxxxxx Income Funds
Xxxxx Xxxxxx Balanced Fund
Xxxxx Xxxxxx Convertible Fund
Xxxxx Xxxxxx Diversified Strategic Income Fund
Xxxxx Xxxxxx Exchange Reserve Fund
Xxxxx Xxxxxx High Income Fund
Xxxxx Xxxxxx Municipal High Income Fund
Xxxxx Xxxxxx Premium Total Return Fund
Xxxxx Xxxxxx Total Return Bond Fund
Xxxxx Xxxxxx Institutional Cash Management Fund, Inc
Cash Portfolio
Government Portfolio
Municipal Portfolio
Xxxxx Xxxxxx Investment Funds Inc.
Concert Peachtree Growth Fund
Xxxxx Xxxxxx Contrarian Fund
Xxxxx Xxxxxx Government Securities Fund
Xxxxx Xxxxxx Xxxxxxxxxx Global Small Cap Value Fund
Xxxxx Xxxxxx Xxxxxxxxxx Global Value Fund
Xxxxx Xxxxxx Investment Grade Bond Fund
Xxxxx Xxxxxx Special Equities Fund
Xxxxx Xxxxxx Investment Trust
Xxxxx Xxxxxx Intermediate Maturity California Municipals Fund
Xxxxx Xxxxxx Intermediate Maturity New York Municipals Fund
Xxxxx Xxxxxx Large Capitalization Growth Fund
Xxxxx Xxxxxx S&P Index Fund
Xxxxx Xxxxxx Mid Cap Blend Fund
-3-
Xxxxx Xxxxxx Managed Governments Fund Inc.
Xxxxx Xxxxxx Managed Municipals Fund Inc.
Xxxxx Xxxxxx Massachusetts Municipals Fund Inc.
Xxxxx Xxxxxx Money Funds, Inc.
Cash Portfolio
Government Portfolio
Retirement Portfolio
Xxxxx Xxxxxx Muni Funds
California Money Market Portfolio
Florida Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
New York Money Market Portfolio
New York Portfolio
Pennsylvania Portfolio
Xxxxx Xxxxxx Municipal Money Market Fund, Inc.
Xxxxx Xxxxxx Natural Resources Fund Inc.
Xxxxx Xxxxxx New Jersey Municipals Fund Inc.
Xxxxx Xxxxxx Oregon Municipals Fund
Xxxxx Xxxxxx Principal Return Fund
Zeros Plus Emerging Growth Series 2000
Xxxxx Xxxxxx Security and Growth Fund 2005
Xxxxx Xxxxxx Small Cap Blend Fund, Inc
Xxxxx Xxxxxx Telecommunications Trust
Xxxxx Xxxxxx Telecommunications Income Fund
Xxxxx Xxxxxx Variable Account Funds (variable annuity)
Income and Growth Portfolio
Reserve Account Portfolio
U.S. Government/High Quality Securities Portfolio
Xxxxx Xxxxxx World Funds, Inc.
Emerging Markets Portfolio
European Portfolio
Global Government Bond Portfolio
International Balanced Portfolio
International Equity Portfolio
Pacific Portfolio
Travelers Series Fund (variable annuity)
AIM Capital Appreciation Portfolio
-4-
Alliance Growth Portfolio
GT Global Strategic Income Portfolio
MFS Total Return Portfolio
Xxxxxx Diversified Income Portfolio
Xxxxx Xxxxxx High Income Portfolio
Xxxxx Xxxxxx Large Cap Value Portfolio
Xxxxx Xxxxxx International Equity Portfolio
Xxxxx Xxxxxx Large Capitalization Growth Portfolio
Xxxxx Xxxxxx Money Market Portfolio
Xxxxx Xxxxxx Pacific Basin Portfolio
TBC Managed Income Portfolio
Xxx Xxxxxx American Capital Enterprise Portfolio
Federated High Yield Portfolio (variable annuity)
Federated Stock Portfolio (variable annuity)
Lazard International Equity Portfolio (variable annuity)
MFS Emerging Growth Portfolio (variable annuity)
Travelers Series Trust (variable annuity)
Travelers 0 Coupon Xxxx XX 1998
Travelers 0 Coupon Xxxx XX 2000
Travelers 0 Coupon Xxxx XX 2005
Social Awareness Stock Portfolio
US Government Securities Portfolio
Utilities Portfolio
Convertible Bond Portfolio
Disciplined Small Cap Stock Portfolio
Strategic Stock Portfolio
MFS Research Portfolio
WS Mid Cap Growth Portfolio
NWQ Large Cap Portfolio
Juriak & Xxxxxx Core Equity Portfolio
Travelers Funds (variable annuity)
Capital Appreciation Fund
Money Market Portfolio
High Yield Bond Trust
Mid Cap Disciplined Equity Fund
Managed Assets Trust
Travelers Quality Bond Portfolio (variable annuity)
The Fund For Stable Value Investments
SCHEDULE B
DUTIES OF INVESTOR SERVICES GROUP
1. Shareholder Information Investor Services Group shall maintain a record
of the number of Shares held by each Shareholder of record which shall include
name, address, taxpayer identification and which shall indicate whether such
Shares are held in certificates or uncertificated form.
2. Shareholder Services Investor Services Group shall respond as
appropriate to all inquiries and communications from Shareholders relating to
Shareholder accounts with respect to its duties hereunder and as may be from
time to time mutually agreed upon between Investor Services Group and Transfer
Agent.
3. Share Certificates
(a) At the expense of each Fund, Transfer Agent shall supply Investor
Services Group with an adequate supply of blank share certificates to meet
Investor Services Group requirements therefor. Such Share certificates shall be
properly signed by facsimile. Transfer Agent agrees that, notwithstanding the
death, resignation, or removal of any officer of a Fund whose signature appears
on such certificates, Investor Services Group or its agent may continue to
countersign certificates which bear such signatures until otherwise directed by
Written Instructions.
(b) With respect to each Fund, Investor Services Group shall issue
replacement Share certificates in lieu of certificates which have been lost,
stolen or destroyed, upon receipt by Investor Services Group of properly
executed affidavits and lost certificate bonds, in form satisfactory to Investor
Services Group, with the Fund and Investor Services Group as obligees under the
bond.
(c) With respect to each Fund, Investor Services Group shall also maintain
a record of each certificate issued, the number of Shares represented thereby
and the Shareholder of record. With respect to Shares held in open accounts or
uncertificated form (i.e., no certificate being issued with respect thereto)
Investor Services Group shall maintain comparable records of the Shareholders
thereof including their names, addresses and taxpayer identification. Investor
Services Group shall further maintain a stop transfer record on lost and/or
replaced certificates.
4. Mailing Communications to Shareholders: Proxy Materials Investor
Services Group will address and mail to Shareholders of Funds, all reports to
Shareholders, dividend and distribution notices and proxy material for the
Fund's meetings of Shareholders. In connection with meetings of Shareholders,
Investor Services Group will prepare Shareholder lists, mail and certify as to
the mailing of proxy materials, process and tabulate returned proxy cards,
report on proxies voted prior to meetings, act as inspector of election at
meetings and certify Shares voted at meetings.
5. Sales of Shares
(a) Investor Services Group shall not be required to issue any Shares of a
Fund where it has received a Written Instruction from the Fund or official
notice from any appropriate authority that the sale of the Shares of the Fund
has been suspended or
-2-
discontinued. The existence of such Written Instructions or such official notice
shall be conclusive evidence of the right of Investor Services Group to rely on
such Written Instructions or official notice.
(b) In the event that any check or other order for the payment of money is
returned unpaid for any reason, Investor Services Group will endeavor to: (i)
give prompt notice of such return to the Fund or Transfer Agent; (ii) place a
stop transfer order against all Shares issued as a result of such check or
order; and (iii) take such actions as Investor Services Group may from time to
time deem appropriate.
6. Transfer and Repurchase
(a) Investor Services Group shall process all requests to transfer or
redeem Shares in accordance with the transfer or repurchase procedures set forth
in each Fund's Prospectus.
(b) Investor Services Group will transfer or repurchase Shares upon receipt
of Oral or Written Instructions or otherwise pursuant to the Prospectus and
Share certificates, if any, properly endorsed for transfer or redemption,
accompanied by such documents as Investor Services Group reasonably may deem
necessary.
(c) Investor Services Group reserves the right to refuse to transfer or
repurchase Shares until it is satisfied that the endorsement on the instructions
is valid and genuine. Investor Services Group also reserves the right to refuse
to transfer or repurchase Shares until it is satisfied that the requested
transfer or repurchase is legally authorized, and it shall incur no liability
for the refusal, in good faith, to make transfers or repurchases which Investor
Services Group, in its good judgment, deems improper or unauthorized, or until
it is reasonably satisfied that there is no basis to any claims adverse to such
transfer or repurchase.
(d) When Shares are redeemed, Investor Services Group shall, upon receipt
of the instructions and documents in proper form, deliver to the Custodian and
each Fund or Transfer Agent a notification setting forth the number of Shares to
be repurchased. Such repurchased shares shall be reflected on appropriate
accounts maintained by Investor Services Group reflecting outstanding Shares of
each Fund and Shares attributed to individual accounts.
(e) Investor Services Group shall, upon receipt of the monies provided to
it by the Custodian for the repurchase of Shares, pay such monies as are
received from the Custodian, all in accordance with the procedures described in
the written instruction received by Investor Services Group from the Fund.
(f) Investor Services Group shall not process or effect any repurchase with
respect to Shares of a Fund after receipt by Investor Services Group or its
agent of notification of the suspension of the determination of the net asset
value of the Fund.
7. Dividends
(a) Upon the declaration of each dividend and each capital gains
distribution by the Board of Directors of a Fund with respect to Shares of the
Fund, Transfer Agent shall furnish or cause to be furnished to Investor Services
Group Written Instructions setting forth the date of the declaration of such
dividend or distribution, the ex-dividend date, the date of payment thereof, the
record date as of which Shareholders entitled to payment shall be
-3-
determined, the amount payable per Share to the Shareholders of record as of
that date, the total amount payable on the payment date and whether such
dividend or distribution is to be paid in Shares at net asset value.
(b) On or before the payment date specified in such resolution of the Board
of Directors, a Fund will provide Investor Services Group with sufficient cash
to make payment to the Shareholders of record as of such payment date.
(c) If Investor Services Group does not receive sufficient cash from a Fund
to make total dividend and/or distribution payments to all Shareholders of the
Fund as of the record date, Investor Services Group will, upon notifying
Transfer Agent, withhold payment to all Shareholders of record as of the record
date until sufficient cash is provided to Investor Services Group.
8. Cash Management Services. Funds received by Investor Services Group in
the course of performing its services hereunder will be held in demand deposit
bank accounts or money market fund accounts in the name of Investor Services
Group (or its nominee) as agent for Transfer Agent. Investor Services Group
shall be entitled to retain any interest, dividends, balance credits or fee
reductions or other concessions or benefits earned or generated by or associated
with such accounts or made available by the institution with which such accounts
are maintained.
9. Lost Shareholders. Investor Services Group shall perform such services
as are required in order to comply with Rules 17a-24 and 17Ad-17 of the 34 Act
(the "Lost Shareholder Rules"), including, but not limited to those set forth
below. Investor Services Group may, in its sole discretion, use the services of
a third party to perform the some or all such services.
(a) documentation of electronic search policies and procedures;
(b) execution of required searches;
(c) creation and mailing of confirmation letters;
(d) taking receipt of returned verification forms;
(e) providing confirmed address corrections in batch via electronic
media;
(f) tracking results and maintaining data sufficient to comply with
the Lost Shareholder Rules; and
(g) preparation and submission of data required under the Lost
Shareholder Rules.
10. Miscellaneous.
In addition to and neither in lieu nor in contravention of the services set
forth above, Investor Services Group shall: (i) perform all the customary
services of a transfer agent, registrar, dividend disbursing agent and agent of
the dividend reinvestment and cash purchase plan as described herein consistent
with those requirements in effect as at the date of this Agreement; (ii) require
proper forms of instructions, signatures and signature guarantees and any
necessary documents supporting the opening of shareholder accounts, transfers
and redemptions and other shareholder account transactions, all in conformance
with Investor Services Group's present procedures with such changes or
deviations therefrom as may be from time to time required or approved by
Transfer Agent, or the Fund's counsel or Investor Services Group's counsel and
the rejection of orders or instructions not in good order in accordance with the
applicable Fund prospectus; (iii) provide to the person designated by Transfer
Agent daily Blue Sky reports generated by the Investor Services Group; (iv)
provide to Transfer Agent escheatment reports as reasonably requested by
-4-
Transfer Agent with respect to the status of the Funds' accounts and outstanding
checks on the Investor Services Group System; and (v) maintain a current,
duplicate set of the Funds' essential records at a secure separate location in a
form available and usable forthwith in the event of any breakdown or disaster
disruption Investor Service Group's main operation. The detailed definition,
frequency, limitations and associated costs (if any) set out in the attached fee
schedule, include but are not limited to: maintaining all Shareholder accounts,
preparing Shareholder meeting lists, mailing proxies, tabulating proxies,
mailing Shareholder reports to current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts where applicable, preparing and filing
U.S. Treasury Department Forms 1099 and other appropriate forms required with
respect to dividends and distributions by federal authorities for all
Shareholders.
11. Print/Mail Services. Investor Services Group shall perform print/mail
services on behalf of the Funds with respect to the following items:
(a) Daily, Monthly Quarterly and Annual Output
. Confirmations
-Brokerage SB money market find SWEEP transactions
-Direct Accounts (non-brokerage) all transactions
-New account and Change of Allocation
. Welcome letters
. Checks:
-Dividend
-ACW
-Commission
-Daily Redemption
. Statements:
-All Non Brokerage Accounts
-Shareholder Statements
-Dealer Statements
-Dealer Statements (non-Transfer Agent)
-Commission Statements
. Y/E Tax Forms
-Non-brokerage Accounts
-Non-networked accounts
(b) Special Mailings (includes, 6700, proxy except NSCC NT3)
. Report Mailings, (quarterly, annual and semi-annual)
. Prospectus Fulfillment & Mailings
. Shareholder/Information Letters
EXHIBIT 1 OF SCHEDULE B
Performance Standards
. -Except as otherwise set forth below, measurement of standards
will be measured in the aggregate with respect to all Xxxxxxx
Xxxxx Xxxxxx Funds. Investor Services Group will provide Transfer
Agent with a monthly report tracking compliance with the
performance standards identified below in the aggregate with
respect to all of the Funds.
A. Telephones:
To be measured on a monthly basis.
. -The average speed of answering calls will be twenty (20) seconds
or less
. -The abandonment rate for teleservicing calls will be three (3)
percent or less (Calculation: calls abandoned over 20
seconds/calls offered).
. -The Service Level will be eighty-five percent (85%) or higher.
The Service Level shall be derived using the following formula:
Calls answered in [less than] 20 seconds + Calls abandoned within
[less than] 20 seconds
-------------------------------------------------------------------------
Total Calls Received
. -Representatives will be monitored and graded by their manager at
least five (5) times per month. Grading of representatives shall
be based on the criteria set forth in the Service Checklist
attached hereto. Representatives that fail to receive an average
Quality Score of at least 95% in any quarterly period shall be
subject to Investor Services Group's internal Performance
Evaluation Plan.
B. Processing:
The following standards will be met 95% of the time measured on a monthly
basis, minimum of 50 items per standard measured.
. -New accounts in good order will be established on Investor
Services Group System on the same day received.
. -Correspondence will be completed within five (5) business days
of receipt.
. -Maintenance items and transfers in good order will be completed
within five (5) business days of receipt.
. -Research will be completed within four (4) business days from
receipt.
C. Print/Mail:
The following standards will be met 95% of the time measured on a monthly
basis, minimum of 50 items per standard measured.
. -Daily confirmations will be mailed to shareholders on Trade Date
plus two (2) business days.
. -Check requests will be mailed to
shareholders on Trade Date plus two (2) business days.
. -Quarterly Statements will be mailed to shareholders within five
(5) business days from quarter end.
-2-
D. Systems Transmission/Daily Processing Window:
. -Meet the daily processing windows required by Transfer Agent
Systems and Operations typically described as the nightly
"processing window" within two hours of receipt, of the nightly
Transfer Agent Brokerage transmission and/or receipt of N.A.V.'s;
accrual rates and distribution rates for all Funds.
. -95% with the exception of TRAK reallocations and dividend
processing nights, measured monthly.
. -98% accuracy with respect to processing such information.
E. Manual Pricing.
Investor Services Group shall accurately process exception pricing
information relating to the Funds received in a manual format from
Transfer Agent 95% of the time with respect to all of the Funds in the
aggregate and seventy-five percent (75%) with respect to each
individual Fund, measured on a monthly basis, provided that Transfer
Agent has provided the information in an accurate, complete and timely
basis in accordance with established procedures.
Exhibit 1.A of Schedule B
SERVICE CHECKLIST
QUALITY SCORE________________%
FUND GROUP:___________________ DATE:______________________________
PHONE REP.:____________________ TIME:______________________________
TYPE OF CALL:____________________
-----------------------------------------------------------------------------------------------------------------------------
CRITERIA POSS. YES NO N/A COMMENTS ACE
PTS. PTS.
-----------------------------------------------------------------------------------------------------------------------------
I. OPENING OF THE CALL (5%) 5.00
-----------------------------------------------------------------------------------------------------------------------------
CALL ANSWERED PROMPTLY 1.25
-----------------------------------------------------------------------------------------------------------------------------
NAME OF REP. IDENTIFIED 1.25
-----------------------------------------------------------------------------------------------------------------------------
FUND COMPANY IDENTIFIED 1.25
-----------------------------------------------------------------------------------------------------------------------------
RECORDED LINE IDENTIFIED 1.25
-----------------------------------------------------------------------------------------------------------------------------
II. ACCOUNT VERIFICATION (10%) 10.00
*3 of the 5 for a s/h, 2 out of 5 for a rep. must be verified
-----------------------------------------------------------------------------------------------------------------------------
SHAREHOLDER ACCOUNT # VERIFIED
-----------------------------------------------------------------------------------------------------------------------------
SHAREHOLDER NAME VERIFIED
-----------------------------------------------------------------------------------------------------------------------------
SOCIAL SECURITY #/TIN# VERIFIED
-----------------------------------------------------------------------------------------------------------------------------
ADDRESS VERIFIED
-----------------------------------------------------------------------------------------------------------------------------
OTHER
-----------------------------------------------------------------------------------------------------------------------------
III. RESPONSE TO INQUIRY (55%) 55.00
PROPER LEGALS/PROCEDURES 35.00
*Rep. must ensure correct responses to legal
questions are given. (20)
*Rep. should adhere to fund rules, making sure they
are properly communicated and followed. (10)
*Rep. should be aware of their limitations and ensure
they have appropriate credentials for particular calls. (5)
-----------------------------------------------------------------------------------------------------------------------------
PROPER QUOTING 10.00
*Rep. should offer the dollar and share amount. (4)
*Rep. should quote as of dates and total balances. (4)
*Rep. should offer price per share with fluctuation. (2)
-----------------------------------------------------------------------------------------------------------------------------
CONFIRMATION 10.00
*Rep. must read back the transaction giving
to and from account numbers. (4)
*Rep. must state the time frame for
processing. (4)
*Rep. must state the confirmation numbers
for every type of transaction including acct.
maintenances. (2)
-----------------------------------------------------------------------------------------------------------------------------
IV. RESOLUTION & CLOSING (5%) 5.00
-----------------------------------------------------------------------------------------------------------------------------
CALLER SATISFACTION 2.00
-----------------------------------------------------------------------------------------------------------------------------
OFFERING ADDMONAL HELP 1.50
-----------------------------------------------------------------------------------------------------------------------------
THANK YOU 1.50
V. OBJECTIVE CRITERIA (25%) 25.00
-----------------------------------------------------------------------------------------------------------------------------
ATTENTIVE LISTENING 5.00 4.00 3.00 2.00 1.00 0.00
-----------------------------------------------------------------------------------------------------------------------------
CONFIDENCE 5.00 4.00 3.00 2.00 1.00 0.00
-----------------------------------------------------------------------------------------------------------------------------
COURTESY & POLITENESS 5.00 4.00 3.00 2.00 1.00 0.00
-----------------------------------------------------------------------------------------------------------------------------
HOLD TIME 5.00 4.00 3.00 2.00 1.00 0.00
-----------------------------------------------------------------------------------------------------------------------------
APPROPRIATE USE OF TERMINOLOGY 5.00 4.00 3.00 2.00 1.00 0.00
-----------------------------------------------------------------------------------------------------------------------------
BONUS (5%) 5.00
-----------------------------------------------------------------------------------------------------------------------------
TOTALS 100.00
-----------------------------------------------------------------------------------------------------------------------------
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ADDITIONAL COMMENTS:
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REVIEWED BY:
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SCHEDULE C
Migration of Funds to Investor Services Group's
Full Service Retail (FSR) application:
FSR will provide Transfer Agent on behalf of the Funds with a platform providing
functionality available to all of Investor Services Group's, broker/dealer and
retail clients including:
.. -Expanded functionality and features in demand by non-brokerage
Transfer Agent investors, Xxxxxxxx Associates, Inc., Tower Square
Securities, Inc., and the 401(k) marketplace.
.. -State-of-the-art pricing capability providing table driven load and
12b-1 schedules by dealer, branch or representative regardless of trade
source; (i.e., NSCC, proprietary transmissions, online transactions,
VRU or Internet).
.. -Full integration with IMPRESSPlus, Investor Services Group's
comprehensive workflow management, document imaging and customer
service system. IMPRESSPlus consists of four major components - a
sophisticated workflow management tool, an imaging processing system, a
Customer Relationship Manager (CRM), and Computer Output to Laser Disk
(COLD). Each of these products, used independently or in tandem, will
provide an integrated solution for automating all follow-up activities
resulting from any type of customer contact-sales, marketing, general
inquiry, and the transaction requested or problem resolution. In
particular, the CRM addresses the requirements of providing a sing
front-end system for delivering customer service across operating
platforms.
.. -Providing the Funds with a single platform to support Transfer Agent's
proprietary brokerage business and portability. Additionally, FSR will
provide Transfer Agent with the ability to distribute through the
Financial Planner channel by utilizing First Investors Group's DAZL and
DAZL Direct interfaces. Actual use of DAZL and DAZL Direct by the Funds
shall be at Investor Services Group standard pricing.
.. -Enhanced access to the Funds data through a mutually agreed upon
comprehensive information delivery solution whether Transfer Agent
decides to have the data transmitted to its own data base tools or have
Investor Services Group provide Transfer Agent with a business tool to
access the information resident on Investor Services Group's transfer
agency application.
SCHEDULE D
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FEE SCHEDULE
1. Standard Fees
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(a) Fees: See Attached Exhibit 1 of Schedule D
(b) Fee Discount: The following fee discount shall apply with respect
to the fees described in Section 1(a) above:
10/1/1999 to 9/30/2000 33.5% discount on total fee revenue
10/1/2000 to 9/30/2001 40% discount on fee revenue up to $80 million
60% discount on fee revenue over $80 million
10/1/2001 to 9/30/2003 55% discount on fee revenue up to $80 million
60% discount on fee revenue over $80 million
10/1/2003 to 5/31/2004 58% discount on fee revenue up to $80 million
60% discount on fee revenue over $80 million
. Revenue discount will be calculated monthly by
annualizing monthly fee and applying to appropriate
discount schedule.
(c) An annual fee cap will apply to the following funds based on the
fee schedule currently in place:
Money Market Funds $13.00 Per Account
All Other Funds - Class A Shares $13.00 Per Account
All Other Funds - Class B & L $14.50 Per Account
2. Print Mail Fees.
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(a) Standard Print Mail Services:
Daily Work (Confirms):
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Hand: $55/K with $75.00 minimum (includes 1 insert, other than prospectuses)
$0.07/each additional insert
Machine: $32/K with 550.00 minimum (includes 1 insert, other than prospectuses)
$0.01/each additional insert
Daily Checks:
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Hand: $55/K with $75.00 minimum daily (includes 1 insert)
$0.06/each additional insert
Machine: $32/K with $50.00 minimum (includes 1 insert)
$0.01/each additional insert
* There is a $2.50 charge for each 3606 Form sent.
-2-
Statements:
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Hand: $60/K with $50.00 minimum (includes 1 insert)
$0.06/each additional insert
$125/K for intelligent inserting
Machine: $40/K with $50.00 minimum (includes 1 insert)
$0.01 each additional insert
$45/K for intelligent inserting
Periodic Checks:
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Hand: $60/K with $75.00 minimum (includes 1 insert)
$0.06/each additional insert
Machine: $40/K with $75.00 minimum (includes 1 insert)
$0.01/each additional insert
Listbills: $60/K with $50.00 minimum
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Printing Charges:
----------------
$0.06/per confirm/statement/page
$0.08/per check
Folding associated with pre-printed or created collateral:
---------------------------------------------------------
Folding (Machine): $14/K
Folding (Hand): $.09 each
Presort Charge: $0.277 postage rate
-------------- $0.035 per piece
Fast Forward $0.20 / hit
Courier Charge: $15.00 for each on call courier trip/or actual cost for on demand
--------------
Overnight Charge: $2.50 per package service charge plus Federal Express/Airborne charge
----------------
Inventory Storage: $15.00 for each inventory location as of the 15th of the month
-----------------
Inventory Receipt: $20.00 for each SKU /Shipment
-----------------
Hourly work: special projects, opening envelopes, etc...: $24.00 per hour
--------------------------------------------------------
Special Pulls: $2.50 per account pull
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Boxes/Envelopes: Shipping boxes $0.85 each
--------------- Oversized Envelopes $0.45 each
Cutting Charges: $10.00/K
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(b) Special Mailings.
-3-
This pricing is based on appropriate notification (standard of 30 day
notification) and scheduling for special mailings. Scheduling
requirements include having collateral arrive at agreed upon times in
advance of deadlines.
Tape Work:
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$125.00 to create an admark tape
$8.00/K to zip + 4 data enhance with $125.00 minimum
$75.00/hr for any data manipulation
$6.00/K combo charge
Admark & Machine Insert
-----------------------
#10, #11, 6x9: $56/K to admark envelope and machine insert 1 piece, with $125.00 min
$2.50/K for each additional insert
$34/K to admark only with $75.00 minimum
$25.00/X xxxx sort
9x12: $125/K to admark envelope and machine insert 1 piece, with $125.00 min
$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
--------------------
#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:
-------------------------
$0.26 each to create, affix and hand insert 1 piece, with a $75.00 minimum
$0.06 for each hand insert
$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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Create Mailing List: $0.40 per entry with $75.00 minimum
-------------------
Presort Fee: $0.027 per piece
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3. Miscellaneous Service Charges.
-----------------------------
(a) NSCC/Networking
$.15 per transaction
$.10 per same day trade
NSCC Asset Allocation:
Set-up of $25,000 plus:
$.25 per trade
(b) Regulatory
Fiduciary Processing Fees*
-4-
XXX Accounts: $10 one-time set-up fee
$10 per fund account capped at $15 per annum
403(b)(7), Xxxxxx, 401(k) accounts:
$10 one-time set-up fee
$15 per account, per annum
Average Cost: $.15 per eligible account per month
*current pricing for existing Funds
(c) ACH/COPS Processing: OOP's
(d) Remote Third Party Access: CompuServe OPP's
Fixed Line OPP's
SCHEDULE E
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OUT-OF-POCKET EXPENSES
1. Out-of Pockets. Each of the Funds 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
. Postage - direct pass through to the Fund
. Telephone and telecommunication costs, including all lease,
maintenance and line costs
. Proxy solicitations, mailings, tabulations and reports relating
thereto
. Shipping, Certified and Overnight mail and insurance - prior
approval from Transfer Agent shall be required except for (i)
items shipped to Transfer Agent; and (ii) shipping of share
certificates
. Terminals, communication lines, printers and other equipment and
any expenses incurred in connection with such terminals and lines
. Duplicating services
. Courier services
. Federal Reserve charges for check clearance Overtime, as approved
by Transfer Agent
. Temporary staff, as approved by Transfer Agent Travel, as
approved in advance by the Fund
. Record retention, retrieval and destruction costs, including, but
not limited to exit fees charged by third party record keeping
vendors
. Such other miscellaneous expenses reasonably incurred by Investor
Services Group in performing its duties and responsibilities
under this Agreement provided they are approved in advance by
Transfer Agent.
Each of the Funds shall pay postage and mailing expenses on the day of
or prior to mailing as agreed with Investor Services Group. In addition,
each of the Funds will promptly reimburse Investor Services Group for any
other unscheduled expenses incurred by Investor Services Group whenever
Transfer Agent 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.
2. Other Charges.
. Pre-Printed Stock, including business forms, certificates,
envelopes, checks and stationery
. COLD Storage
. Digital Recording
. Incoming and outgoing wire charges
SCHEDULE F
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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,
.. Specimens of the certificates for Shares of the Fund, if applicable, in the
form approved by the Board of Directors of the Fund, with a certificate of
the Secretary of the Fund as to such approval
Exhibit I of Schedule D
Xxxxx Xxxxxx Funds Fee Schedule
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Per Acct Fees
Fund Class
Concert Investment Series 1 A B
----------------------------------
Emerging Growth Fund 11.00 11.00 12.50
Government Fund 11.00 11.00 12.50
Growth Fund 11.00 11.00 12.50
Growth and Income Fund 11.00 11.00 12.50
International Equity Fund 11.00 11.00 12.50
Municipal Fund 11.00 11.00 12.50
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401K Fees Per Acct Per Acct Fees Basis Points
Class Class
1 A B L O Y Z Other A B L O Other
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Consulting Group Capital Markets Funds
Balanced Investment 8.50
Emerging Market Equity Investment 8.50
Government Money Investments 10.25
High Yield Investments 8.50
Intermediate Fixed Income Investments 8.50
International Equity Investments 8.50
International Fixed Income Investments 8.50
Large Capitalization Growth Investments 8.50
Long-Term Bond Investments 8.50
Mortgage Backed Investments 8.50
Municipal Bond Investments 8.50
Small Capitalization Growth Investments 8.50
Small Capitalization Value Equity Investments 8.50
Greenwich Street Series Fund (variable annuity)
Appreciation Portfolio 5,000/yr Flat Fee
Diversified Strategic Income Portfolio 5,000/yr Flat Fee
Emerging Growth Portfolio 5,000/yr Flat Fee
Equity Income Portfolio 5,000/yr Flat Fee
Equity Index Portfolio 5,000/yr Flat Fee
Growth & Income Portfolio 5,000/yr Flat Fee
Intermediate High Grade Bond Portfolio 5,000/yr Flat Fee
International Equity Portfolio 5,000/yr Flat Fee
Money Market Portfolio 5,000/yr Flat Fee
Total Return Portfolio 5,000/yr Flat Fee
Xxxxx Xxxxxx Adjustable Rate Government Income Fund 11.00 12.50 0.0320% 0.0400% 0.0650%
Xxxxx Xxxxxx Aggressive Growth Fund Inc. 11.00 12.50 12.50 9.50 8.50 0.0970% 0.1530% 0.1030%
Xxxxx Xxxxxx Appreciation Fund Inc. 11.00 12.50 12.50 9.50 8.50 0.0960% 0.1310% 0.1300%
Xxxxx Xxxxxx Arizona Municipals Fund Inc. 9.50 0.0220% 0.0320% 0.0180%
Xxxxx Xxxxxx California Municipals Fund Inc. 9.50 0.0170% 0.0310% 0.0290%
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401K Fees Per Acct Per Acct Fees Basis Points
Class Class
1 A B L O Y Z Other A B L O Other
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Xxxxx Xxxxxx Concert Allocation Series,
Inc.
Balanced Portfolio 11.00 12.50 12.50 9.50 8.50 0.1000% 0.1000% 0.1000%
Conservative Portfolio 11.00 12.50 12.50 9.50 8.50 0.0650% 0.0650% 0.0650%
Growth Portfolio 11.00 12.50 12.50 9.50 8.50 0.1000% 0.1000% 0.1000%
High Growth Portfolio 11.00 12.50 12.50 9.50 8.50 0.1000% 0.1000% 0.1000%
Income Portfolio 11.00 12.50 12.50 9.50 8.50 0.0650% 0.0650% 0.0650%
Global Portfolio 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Select Balanced Portfolio (variable 5,000/yr
annuity) Flat Fee
Select Conservative Portfolio (variable 5,000/yr
annuity) Flat Fee
Select Growth Portfolio (variable 5,000/yr
annuity) Flat Fee
Select High Growth Portfolio (variable 5,000/yr
annuity) Flat Fee
Select Income Portfolio (variable 5,000/yr
annuity) Flat Fee
Xxxxx Xxxxxx Equity Funds
Concert Social Awareness Fund 11.00 12.50 12.50 9.50 0.1100% 0.1130% 0.1140%
Xxxxx Xxxxxx Large Cap Blend Fund 11.00 12.50 12.50 12.50 9.50 0.1200% 0.1220% 0.1000% 0.1210%
Xxxxx Xxxxxx Fundamental Value Fund Inc. 11.00 12.50 12.50 9.50 0.0990% 0.1230% 0.1280%
Xxxxx Xxxxxx Funds, Inc.
Large Cap Value Fund 11.00 12.50 12.50 9.50 8.50 0.0660% 0.1090% 0.0930%
Short-Term High Grade Bond Fund 11.00 9.50 0.0630%
US Government Securities Fund 11.00 12.50 12.50 9.50 8.50 0.0390% 0.0450% 0.0550%
Xxxxx Xxxxxx Income Funds
Xxxxx Xxxxxx Balanced Fund 11.00 12.50 12.50 12.50 9.50 8.50 0.1200% 0.0900% 0.1000% 0.0950%
Xxxxx Xxxxxx Convertible Fund 11.00 12.50 12.50 12.50 9.50 0.1260% 0.1220% 0.1000% 0.1470%
Xxxxx Xxxxxx Diversified Strategic
Income Fund 11.00 12.50 12.50 9.50 8.50 0.0900% 0.0620% 0.0720%
Xxxxx Xxxxxx Exchange Reserve Fund 12.50 12.50 0.0700% 0.0950%
Xxxxx Xxxxxx High Income Fund 11.00 12.50 12.50 9.50 8.50 0.0780% 0.0720% 0.0550%
Xxxxx Xxxxxx Municipal High Income Fund 9.50 0.0390% 0.0330% 0.0670%
Xxxxx Xxxxxx Premium Total Return Fund 11.00 12.50 12.50 12.50 9.50 0.0900% 0.0830% 0.1000% 0.1040%
Xxxxx Xxxxxx Total Return Bond Fund 11.00 12.50 12.50 9.50 0.0650% 0.0650% 0.0650%
Xxxxx Xxxxxx Institutional Cash
Management Fund, Inc.
Cash Portfolio 0.0175% 0.0175%
Government Portfolio 0.0175% 0.0175%
Municipal Portfolio 0.0175% 0.0175%
Xxxxx Xxxxxx Investment Funds Inc.
Concert Peachtree Growth Fund 11.00 12.50 12.50 9.50 0.1740% 0.2070% 0.0990%
Xxxxx Xxxxxx Contrarian Fund 11.00 12.50 12.50 9.50 8.50 0.0960% 0.1150% 0.0990%
Xxxxx Xxxxxx Government Securities Fund 11.00 12.50 12.50 9.50 0.7050% 0.0920% 0.1050%
Xxxxx Xxxxxx Xxxxxxxxxx Global Small Cap
Value Fund 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Xxxxx Xxxxxx Xxxxxxxxxx Global Value
Fund 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Xxxxx Xxxxxx Investment Grade Bond Fund 11.00 12.50 12.50 9.50 0.0760% 0.0720% 0.0640%
Xxxxx Xxxxxx Special Equities Fund 11.00 12.50 12.50 9.50 8.50 0.1200% 0.1120% 0.1220%
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401K Fees Per Acct Per Acct Fees Basis Points
Class Class
1 A B L O Y Z Other A B L O Other
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Xxxxx Xxxxxx Investment Trust
Xxxxx Xxxxxx Intermediate Maturity 9.50 0.0340% 0.0450%
California Municipals Fund
Xxxxx Xxxxxx Intermediate Maturity New 9.50 0.0370% 0.0600%
York Municipals Fund
Xxxxx Xxxxxx Large Capitalization Growth 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Fund
Xxxxx Xxxxxx S&P Index Fund 11.00 12.50 12.50 8.50 0.1000%
Xxxxx Xxxxxx Mid Cap Blend Fund 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Xxxxx Xxxxxx Managed Governments Fund 11.00 12.50 12.50 9.50 0.0680% 0.0850% 0.0710%
Inc.
Xxxxx Xxxxxx Managed Municipals Fund Inc. 9.50 0.0205% 0.0375% 0.0370%
Xxxxx Xxxxxx Massachusetts Municipals 9.50 0.0270% 0.0370% 0.0170%
Fund Inc.
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401K Fees Per Acct Per Acct Fees Basis Points
Class Class
1 A B L O Y Z Other A B L O Other
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Xxxxx Xxxxxx Money Funds, Inc.
Cash Portfolio 12.50 10.25 10.25 10.25 0.1020% 0.0510%
Government Portfolio 12.50 10.25 10.25 10.25 0.0620% 0.0420%
Retirement Portfolio 0.1220%
Xxxxx Xxxxxx Mini Funds
California Money Market Portfolio 10.25 0.0260%
Florida Portfolio 9.50 0.0220% 0.0270% 0.0490%
Georgia Portfolio 9.50 0.0240% 0.0450% 0.0380%
Limited Term Portfolio 9.50 0.0200% 0.0350%
National Portfolio 9.50 0.0220% 0.0210% 0.0420%
New York Money Market Portfolio 10.25 0.0350%
New York Portfolio 9.50 0.0320% 0.0510% 0.0480%
Pennsylvania Portfolio 9.50 0.0210% 0.0360% 0.0430%
Xxxxx Xxxxxx Municipal Money Market 10.25 0.0340%
Fund, Inc.
Xxxxx Xxxxxx Natural Resources Fund 11.00 12.50 12.50 9.50 0.2710% 0.1950% 0.1090%
Inc.
Xxxxx Xxxxxx New Jersey Municipals 9.50 0.0270% 0.0410% 0.0420%
Fund Inc.
Xxxxx Xxxxxx Oregon Municipals Fund 9.50 0.0320% 0.0460% 0.0360%
Xxxxx Xxxxxx Principal Return Fund
Zeros Plus Emerging Growth Series 2000 0.1040%
Xxxxx Xxxxxx Security and Growth Fund 0.1120%
2005
Xxxxx Xxxxxx Small Cap Blend Fund, 11.00 12.50 12.50 9.50 0.1000% 0.1000% 0.1000%
Inc.
Xxxxx Xxxxxx Telecommunications Trust
Xxxxx Xxxxxx Telecommunications 11.00 0.0290%
Income Fund
Xxxxx Xxxxxx Variable Account Fund
(variable annuity)
Income and Growth Portfolio 5,000/yr Flat Fee
Reserve Account Portfolio 5,000/yr Flat Fee
U.S. Government/High Quality Securities 5,000/yr Flat Fee
Portfolio
Xxxxx Xxxxxx World Funds, Inc.
Emerging Markets Portfolio 11.00 12.50 12.50 9.50 0.1168% 0.1162% 0.1183%
European Portfolio 11.00 12.50 12.50 9.50 0.1655% 0.1635% 0.1450%
Global Government Bond Portfolio 11.00 12.50 12.50 9.50 0.0920% 0.1215% 0.0941%
International Balanced Portfolio 11.00 12.50 12.50 9.50 0.0972% 0.1161% 0.1330%
International Equity Portfolio 11.00 12.50 12.50 9.50 8.50 0.1005% 0.1367% 0.1406%
Pacific Portfolio 11.00 12.50 12.50 9.50 0.0990% 0.1580% 0.2000%
-4-
Travelers Series Fund (variable annuity)
AIM Capital Appreciation Portfolio 5,000/yr Flat Fee
Alliance Growth Portfolio 5,000/yr Flat Fee
GT Global Strategic Income Portfolio 5,000/yr Flat Fee
MFS Total Return Portfolio 5,000/yr Flat Fee
Xxxxxx Diversified Income Portfolio 5,000/yr Flat Fee
Xxxxx Xxxxxx High Income Portfolio 5,000/yr Flat Fee
Xxxxx Xxxxxx Large Cap Value Portfolio 5,000/yr Flat Fee
Xxxxx Xxxxxx International Equity Portfolio 5,000/yr Flat Fee
Xxxxx Xxxxxx Large Capitalization Growth 5,000/yr Flat Fee
Portfolio
Xxxxx Xxxxxx Money Market Portfolio 5,000/yr Flat Fee
Xxxxx Xxxxxx Pacific Basin Portfolio 5,000/yr Flat Fee
TBC Managed Income Portfolio 5,000/yr Flat Fee
Xxx Xxxxxx American Capital Enterprise 5,000/yr Flat Fee
Portfolio
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401K Fees Per Acct Per Acct Fees Basis Points
Class Class
1 A B L O Y Z Other A B L O Other
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Federated High Yield Portfolio 5,000/yr Flat Fee
(variable annuity)
Federated Stock Portfolio (variable 5,000/yr Flat Fee
annuity
Lazard International Equity Portfolio 5,000/yr Flat Fee
(variable annuity)
MFS Emerging Growth Portfolio 5,000/yr Flat Fee
(variable annuity)
Travelers Series Trust (variable
annuity)
Travelers O Coupon Xxxx XX 1998 5,000/yr Flat Fee
Travelers O Coupon Xxxx XX 2000 5,000/yr Flat Fee
Travelers O Coupon Xxxx XX 2005 5,000/yr Flat Fee
Social Awareness Stock Portfolio 5,000/yr Flat Fee
US Government Securities Portfolio 5,000/yr Flat Fee
Utilities Portfolio 5,000/yr Flat Fee
Convertible Bond Portfolio 5,000/yr Flat Fee
Disciplined Small Cap Stock Portfolio 5,000/yr Flat Fee
Strategic Stock Portfolio 5,000/yr Flat Fee
MFS Research Portfolio 5,000/yr Flat Fee
MFS Mid Cap Growth Portfolio 5,000/yr Flat Fee
NWQ Large Cap Portfolio 5,000/yr Flat Fee
Juriak & Xxxxxx Core Equity Portfolio 5,000/yr Flat Fee
Travelers Funds (variable annuity)
Capital Appreciation Fund 5,000/yr Flat Fee
Money Market Portfolio 5,000/yr Flat Fee
High Yield Bond Trust 5,000/yr Flat Fee
Mid Cap Disciplined Equity Fund 5,000/yr Flat Fee
Managed Assets Trust 5,000/yr Flat Fee
Travelers Quality Bond Portfolio 5,000/yr Flat Fee
(variable annuity)
The Fund For Stable Value Investments 8.50
