EXHIBIT (h)(1)
AMENDED AND RESTATED TRANSFER AGENT CONTRACT
AMENDED AND RESTATED TRANSFER AGENT CONTRACT (this "Contract"), dated
as of January 1, 2003 by and between WM Trust I, WM Trust II and WM Variable
Trust (each a "Trust" and a "Company"), each a Massachusetts business trust, WM
Strategic Asset Management Portfolios, LLC (the "LLC" and a "Company"), a
Massachusetts limited liability company, WM Shareholder Services, Inc. ("WMSS"),
a Washington corporation, and PFPC, Inc. a Massachusetts corporation ("PFPC").
W I T N E S S E T H
WHEREAS, each Company is an investment management company registered
under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, each Company is authorized to issue shares in separate series
with each series listed on the signature page of the Contract representing a
separate portfolio of securities and other assets (each a "Fund");
WHEREAS, each Fund desires PFPC to perform the services set forth on
Schedule A hereto, and PFPC is willing to perform such services;
WHEREAS, each Fund desires WMSS to oversee the provision by PFPC of the
services set forth in Schedule A hereto, and to perform the services set forth
in Schedule B hereto (to the extent they are not provided by PFPC pursuant to
Section 1 hereof), and WMSS is willing to oversee and perform such services;
WHEREAS, WMSS and PFPC are parties to a certain Service Agreement dated
as of June 17, 1998, as amended through January __, 2003 (the "Services
Agreement");
NOW THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, all the parties hereto agree as follows:
1. PFPC agrees to perform the services set forth in Schedule A
hereto.
2. WMSS agrees to oversee PFPC in its performance of the services
set forth in Schedule A hereto, and to perform the services set forth in
Schedule B hereto to the extent they are not performed by PFPC pursuant to
Section 1 hereof.
3. WMSS's monthly fees under this Contract will be calculated in
accordance Schedule C hereto (the "WMSS Monthly Fees"), subject to the
provisions of this Section 3 and subject to reduction as set forth in Exhibit 1
to Schedule D hereto. PFPC's monthly fees under this Contract will be calculated
in accordance with Schedule D hereto (the "PFPC Monthly
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Fees"), subject to the provisions of this Section 3 and subject to adjustment as
set forth in Exhibit 1 to Schedule D hereto.
(a) The Funds agree to pay directly to PFPC the lesser of (i) the
WMSS Monthly Fees and (ii) the PFPC Monthly Fees.
(b) If, for a given month, WMSS Monthly Fees exceed PFPC Monthly
Fees, the Funds shall pay to WMSS an amount equal to the excess of (i) the WMSS
Monthly Fees over (ii) the PFPC Monthly Fees.
(c) If, for any given month, the PFPC Monthly Fees exceed the WMSS
Monthly Fees, WMSS shall pay to PFPC an amount equal to the excess of (i) the
PFPC Monthly Fees over (ii) the WMSS Monthly Fees.
(d) For the avoidance of doubt, WMSS acknowledges and agrees that
it shall not be entitled to any portion of the PFPC Monthly Fees.
4. PFPC hereby waives, with respect to any periods during which
this Contract is in effect, any right to receive from WMSS any fees under the
Services Agreement in respect of the services set forth on Schedule A hereto.
5. Each Company acknowledges and agrees that, for so long as PFPC
provides the services set forth on Schedule A hereto in accordance with the
performance standards (the "Performance Standards") set forth in Schedule 1 to
Exhibit D hereto, including performing at least within all Standard Performance
Ranges (as defined therein), WMSS shall have met its obligation to provide the
services set forth on Schedule A hereto.
6. WMSS agrees to indemnify and hold the Funds harmless from and
against any and all claims, costs, expenses (including attorneys' fees), losses,
damages, charges, payments and liabilities of any sort or kind which may be
asserted against the Funds or for which the Funds may be held liable (a "Claim")
arising out of or attributable to any actual or alleged failure of PFPC to
provide the services set forth on Schedule A hereto in accordance with the
Performance Standards.
7. WMSS agrees to indemnify and hold PFPC harmless from and
against any and all Claims arising out of or attributable to this Contract to
the extent that PFPC would not have been responsible for such Claims under the
Services Agreement.
8. Each Fund agrees to reimburse each of WMSS and PFPC, as
applicable, for the out-of-pocket expenses set forth on Schedule E hereto.
9. Each Fund agrees that all computer programs and procedures
developed and/or used by WMSS and PFPC to perform services required under this
Contract are the property of WMSS and PFPC, respectively, and WMSS and PFPC
agree that all records and other data of the Funds maintained by WMSS and PFPC,
except computer programs and procedures, are the
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property of the Fund. Each of WMSS and PFPC agrees that it will furnish all such
records and other data as may be requested to a Fund immediately upon
termination of this Contract for any reason whatsoever.
10. Each of WMSS and PFPC agrees to treat all records and other
information relative to a Fund with utmost confidence and further agrees that
all records maintained by it for the Fund shall be open to inspection and audit
at reasonable times by the officers, agents or auditors employed by the Fund and
that such records shall be preserved and retained by it so long as this Contract
shall remain in effect.
11. Neither PFPC nor WMSS shall be liable for any damage, loss of
data, delay or any other loss caused by any such power failure or machine
breakdown, except that each shall be liable for actual out-of-pocket costs
caused by any such power failure or machine breakdown, and each shall make all
reasonable efforts to recover the data in process that is assumed lost during
any power failure or machine breakdown.
12. WMSS will maintain in force through the duration of this
Contract a fidelity bond in a face amount not less than $1,000,000 written by a
reputable insurance company, covering theft, embezzlement, forgery and other
acts of malfeasance by WMSS, its employees, or agents in connection with
services performed for a Fund.
13. This Contract may be terminated without the payment of any
penalty by any party upon one hundred eighty (180) days written notice thereof
given by a any party hereto to the other parties hereto. For the avoidance of
doubt, termination of this Contract will not terminate the Services Agreement.
Upon such termination, PFPC's right to receive fees from WMSS under the Services
Agreement shall automatically be reinstated. Termination of this Agreement shall
in no way be interpreted or construed as termination of the Services Agreement
which shall remain in effect until terminated in accordance with its terms.
14. Any notice shall be officially given to a Fund when sent by
registered or certified mail by a party to the appropriate address listed in the
Fund's current registration statement, provided that each party may notify the
others by regular mail of any changed address to which such notices should be
sent.
15. This Contract constitutes the entire agreement between the
Funds and each of WMSS and PFPC, and shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts and shall inure
to the benefit of the parties hereto and their respective successors.
16. (a) A copy of the Declaration of Trust of each Trust is on
file with the Secretary of the Commonwealth of Massachusetts, and notice is
hereby given that this Contract is executed by an officer of each Trust on
behalf of each Fund, and that the obligations of this Contract shall be binding
upon the assets and properties of the Fund only and shall not be binding upon
the assets and properties of any other series of any Trust or upon any of the
trustees, officers, employees, agents or shareholders of the Fund or the Trust
individually.
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(b) A copy of the LLC Certificate of Formation of the LLC is
on file with the Secretary of the Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed by an officer of the LLC on behalf
of its trustees, as trustees and not individually, on further behalf of each
Fund, and that the obligations of this Contract as they relate to each Fund
shall be binding upon the assets and properties of that Fund only and shall not
be binding upon the assets and properties of any other Fund or series of the LLC
or upon any of the trustees, officers, employees, agents or shareholders of a
Fund or the LLC individually.
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IN WITNESS WHEREOF, the parties hereto cause this Contract to
be executed by their officers designated below as of the date first
above-written.
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WM TRUST I, on behalf of its series: WM STRATEGIC ASSET MANAGEMENT
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Money Market Fund PORTFOLIOS, LLC, on behalf of its series:
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Tax-Exempt Money Market Fund Strategic Growth Portfolio
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U.S. Government Securities Fund Conservative Growth Portfolio
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Income Fund Balanced Portfolio
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High Yield Fund Flexible Income Portfolio
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Tax-Exempt Bond Fund Conservative Balanced Portfolio
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Equity Income Fund
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Growth & Income Fund
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West Coast Equity Fund WM VARIABLE TRUST, on behalf of its
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Mid Cap Stock Fund series:
REIT Fund
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Money Market Fund
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U.S. Government Securities Fund
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WM TRUST II, on behalf of its series: Income Fund
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Short Term Income Fund Equity Income Fund
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California Money Fund Growth & Income Fund
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International Growth Fund West Coast Equity
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California Municipal Fund Mid Cap Stock Fund
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California Insured Intermediate Growth Fund
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Municipal Fund Small Cap Stock Fund
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Growth Fund International Growth Fund
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Small Cap Stock Fund Strategic Growth Portfolio
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Conservative Growth Portfolio
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Balanced Portfolio
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Flexible Income Portfolio
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Conservative Balanced Portfolio
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Each by:
Xxxxxxx X. Xxxxxx
President
PFPC, INC. WM SHAREHOLDER SERVICES, INC.
By: ______________________________ _______
Its: ______________________________ Xxxxx X. Xxxxxx
First Vice President
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SCHEDULE A
SERVICES PROVIDED BY PFPC AND OVERSEEN BY WMSS*
1. Shareholder Information. PFPC 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. PFPC 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 PFPC and WMSS.
3. Mailing Communications to Shareholders; Proxy Materials. PFPC
will address and mail to Shareholders of the Funds, all reports to Shareholders,
dividend and distribution notices and proxy material for the Funds' meetings of
Shareholders. In connection with meetings of Shareholders, PFPC 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.
4. Sales of Shares.
PFPC shall not be required to record as sold any Shares of a
Fund where it has received a Written Instruction from WMSS or official notice
from any appropriate authority that the sale of the Shares of such Fund has been
suspended or discontinued. The existence of such Written Instructions or such
official notice shall be conclusive evidence of the right of PFPC to rely on
such Written Instructions or official notice.
In the event that any check or other order for the payment of
money is returned unpaid for any reason, PFPC will endeavor to: (i) give prompt
notice of such return to WMSS or its designee; (ii) place a stop transfer order
against all Shares recorded as sold in reliance on such check or order; and
(iii) take such other actions as PFPC may from time to time deem appropriate.
5. Transfer and Repurchase.
(a) PFPC shall process all requests to transfer or redeem
Shares in accordance with the transfer or repurchase procedures set forth in the
Funds' Prospectus.
(b) PFPC 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 PFPC reasonably may deem necessary.
--------------------------
* Note: Capitalized terms used in this Schedule A without definition
have given meanings given them in the Service Agreement.
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PFPC reserves the right to refuse to transfer or repurchase
Shares until it is satisfied that the endorsement on the instructions is valid
and genuine. PFPC 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 PFPC, 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.
When Shares are redeemed, PFPC shall, upon receipt of the
instructions and documents in proper form, deliver to the Custodian and the
respective Fund or its designee a notification setting forth the number of
Shares to be repurchased. Such repurchased shares shall be reflected on
appropriate accounts maintained by PFPC reflecting outstanding Shares of such
Fund and Shares attributed to individual accounts.
PFPC 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 PFPC from WMSS
PFPC shall not process or effect any repurchase with respect
to Shares of any Fund after receipt by PFPC or its agent of notification of the
suspension of the determination of the net asset value of such Fund.
6. Dividends.
(a) Upon the declaration of each dividend and each capital
gains distribution by the Board of Directors of the Funds with respect to Shares
of such Fund, WMSS shall furnish or cause to be furnished to PFPC 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 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.
On or before the payment date specified in such resolution of
the Board of Directors, the Fund will provide PFPC with sufficient cash to make
payment to the Shareholders of record as of such payment date.
If PFPC does not receive sufficient cash from the Fund to make
total dividend and/or distribution payments to all Shareholders of the Fund as
of the record date, PFPC will, upon notifying WMSS, withhold payment to all
Shareholders of record as of the record date until sufficient cash is provided
to PFPC.
7. In addition to and neither in lieu nor in contravention of the
services set forth above, PFPC shall 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 the Services Agreement. The
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detailed definition, frequency, limitations and associated costs (if any) set
out in Schedule D to the Contract, 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.
8. In addition PFPC shall: (a) establish and implement written
internal policies, procedures and controls reasonably designed to prevent PFPC,
with respect to the WM Group of Funds, from being used to launder money or
finance terrorist activities and to achieve compliance with the Bank Secrecy
Act; (b) provide for independent testing, by an employee who is not responsible
for the operation of PFPC's AML program or by an outside party, for compliance
with PFPC's established policies and procedures; (c) designate a person or
persons responsible for implementing and monitoring the operation and internal
controls of PFPC's AML program; and (d) provide ongoing training of PFPC
personnel relating to the prevention of money-laundering activities. Upon the
reasonable request of the Fund, PFPC shall provide to the Fund: (x) a copy of
PFPC's written AML policies and procedures (it being understood such information
is to be considered confidential and treated as such and afforded all
protections provided to confidential information under this agreement); (y) at
the option of PFPC, a copy of a written assessment or report prepared by the
party performing the independent testing for compliance, or a summary thereof,
or a certification that the findings of the independent party do not adversely
implicate PFPC's satisfaction of its obligations set forth herein; and (z) a
summary of the AML training provided for appropriate personnel. PFPC agrees to
permit inspections relating to its AML program by U.S. Federal departments or
regulatory agencies with appropriate jurisdiction and to make available to
examiners from such departments or regulatory agencies such information and
records relating to its AML program as such examiners shall reasonably request.
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SCHEDULE B
SERVICES PROVIDED BY WMSS
I. Shareholder Services
A. Maintain all Shareholder records on electronic data processing
equipment, including:
1. Share balances
2. Account transaction history
3. Names and addresses
4. Distribution records
5. Transfer records
6. Over-all control records
B. New Accounts
1. Deposit all monies received into a Fund custody account
maintained by the Fund's custodian.
2. Set up account according to Shareholders' instructions
3. Issue and mail shareholder confirmations
C. Additional Purchases
1. Deposit monies received into a Fund custody account
maintained by the Fund's custodian.
2. Issue Shareholder confirmations
D. Redemptions
Liquidate shares upon Shareholder request
1. Make payments of redemption proceeds in accordance with
the Fund's then current prospectus.
2. Issue and mail Shareholder confirmation
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E. Transfer shares as requested, including obtaining necessary
papers and documents to satisfy transfer requirements. On
irregular transfers requiring special legal opinions, such
special legal fees, if any, are to be paid for by the Fund.
F. Process changes, corrections of addresses and registrations
G. Maintain service with Shareholders as follows:
1. Activity required to receive, process and reply to
Shareholders' correspondence regarding account matters
2. Refer correspondence regarding investment matters to the
Fund with sufficient account data to answer
3. Contact Shareholders directly to settle problems and
answer questions
H. Compute distributions, dividends and capital gains
1. Make payment or reinvest in additional shares as directed
by shareholders according to provisions of the Fund's then
current prospectus
2. Advise each Shareholder of the amount of dividends
received and tax status annually
I. Produce transcripts of shareholder account history as required
J. Maintain the controls associated with the computer programs and
manual systems to arrive at the Fund's total shares outstanding
K. Receive mail and perform other administrative functions relating
to transfer agent work
II. Other Services
A. Mailing services to shareholders
B. Services in connection with any stock splits
C. Develop special reports for Fund officers regarding statistical
and accounting data pertaining to the Fund. Fund shall pay for
out-of-pocket expenses charged by vendors to develop such
reports or portions thereof
D. Voice response unit
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E. NSCC support
F. WMSS shall: (a) establish and implement written internal
policies, procedures and controls reasonably designed to prevent
WMSS, with respect to the WM Group of Funds, from being used to
launder money or finance terrorist activities and to achieve
compliance with the Bank Secrecy Act; (b) provide for
independent testing, by an employee who is not responsible for
the operation of WMSS 's AML program or by an outside party, for
compliance with WMSS 's established policies and procedures; (c)
designate a person or persons responsible for implementing and
monitoring the operation and internal controls of WMSS 's AML
program; and (d) provide ongoing training of WMSS personnel
relating to the prevention of money-laundering activities. Upon
the reasonable request of the Fund, WMSS shall provide to the
Fund: (x) a copy of WMSS's written AML policies and procedures
(it being understood such information is to be considered
confidential and treated as such and afforded all protections
provided to confidential information under this agreement); (y)
at the option of WMSS, a copy of a written assessment or report
prepared by the party performing the independent testing for
compliance, or a summary thereof, or a certification that the
findings of the independent party do not adversely implicate
WMSS's satisfaction of its obligations set forth herein; and (z)
a summary of the AML training provided for appropriate
personnel. WMSS agrees to permit inspections relating to its AML
program by U.S. Federal departments or regulatory agencies with
appropriate jurisdiction and to make available to examiners from
such departments or regulatory agencies such information and
records relating to its AML program as such examiners shall
reasonably request
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SCHEDULE C
WMSS MONTHLY FEES
January __, 2003
Fee Per Account Per Month*
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Open Closed
---- ------
Equity Funds $19.68/12 $2.03/12**
Fixed Income Funds $20.21/12 $2.03/12**
Money Market Funds $25.01/12 $2.03/12**
Fees Include:
- Shareholder and Broker Servicing
- Transaction Processing, Correspondence, and Research
- Settlement and Reconciliation
- Corporate Actions
- Tax Reporting and Compliance
- NSCC Support (excluding any fees paid to NSCC)
- Management Company and Broker/Dealer Support
- Asset Allocation Processing for all distribution channels
- 50% of NQR fees
In addition, WMSS will be paid an annual anti-money laundering services fee,
calculated and paid monthly as follows:
Number of open accounts Annual Fee
----------------------- ----------
1,000,000+ $50,000
500,000-1,000,000 $35,000
100,000-499,999 $26,000
50,000-99,999 $13,000
10,000-49,999 $ 6,000
fewer than 10,000 $ 3,000
The anti-money laundering services fee for the period from the date hereof until
the end of the year shall be prorated according to the proportion that such
period bears to the full annual period.
Additional charges will be made for out-of-pocket expenses according to Schedule
E.
This amount shall be reduced by a $200,000 one-time credit for previous DAZL
usage to be applied on the January 2003 invoice for services rendered
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* No fee is paid by WM Variable Trust.
** Each year, effective on the anniversary date of the Services Agreement, the
per account fee will increase by a percentage equal to an amount one percent
greater than the Consumer Price Index as reported monthly by Bloomberg Financial
Markets and Commodity News in the month preceding the effective date of the
increase. This provides WMSS an opportunity to pass through any inflationary
increases in PFPC's closed Account fees.
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SCHEDULE D
PFPC MONTHLY FEES*
1) Per Account Fees (per annum, except for Medical Savings Accounts):
(Effective January 1, 2003)
Open Accounts $15.28 per Account
Closed Accounts $2.03 per Account
NSCC Level III Accounts $8.15 per Account
Each year, effective on the anniversary date of the Services Agreement, the per
account fee will increase by a percentage equal to an amount one percent greater
than the Consumer Price Index as reported monthly by Bloomberg Financial Markets
and Commodity News in the month preceding the effective date of the increase.
This provides PFPC with an opportunity to manage uncontrollable expenses due to
inflationary increases.
In addition, PFPC charges the following annual fees directly to
shareholders:
Simple XXX Accounts $10.00 per open Account*
403(b) Accounts $10.00 per open Account*
Medical Savings Accounts $10.00 per Account
(year account is established only)
* Fee will be waived in the event the value of the Global Account
(single account number and same registration across all Fund positions) exceeds
$10,000 at the time the fee is to be assessed.
2) Variable Annuity Fees:
$1,000 per month per Portfolio for the first six variable
annuity Portfolios;
$500 per month per Portfolio for each additional variable
annuity Portfolio.
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* Note Capitalized terms used in this Schedule D without definition have
the meanings given them in the Services Agreement.
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3) Dedicated Systems Development Team: $275,000 per annum
The current WMSS Dedicated Team consists of 1.5 programmers, .5 system
manager and .5 BSA for a fee of $275,000.00 annually. WMSS may reduce
the staffing of the Dedicated Team by 1 programmer upon 90 days prior
written notice. In the event WMSS so reduces the staffing of the
Dedicated Team the annual rate shall be reduced to $175,000 per annum.
Following such reduction in staffing, WMSS may increase the staffing
level to the original deployment stated above upon 120 days written
notice to PFPC at which point the per annum fee shall revert to the
original fee described above..
WMSS may discontinue deployment of a Dedicated Team at any time upon 90
days written notice to PFPC. In the event of such termination, WMSS
shall be responsible for the pro rata share of the stated annual
dedicated System Development Team fee.
The number of hours worked, projects and status will be reported
monthly.
Non-Dedicated Team: $100.00 per hour.
4) Anti-Money Laundering Fees:
WMSS will pay PFPC an annual anti-money laundering services fee, calculated and
paid monthly as follows:
Number of open accounts Annual Fee
----------------------- ----------
1,000,000+ $50,000
500,000-1,000,000 $35,000
100,000-499,999 $26,000
50,000-99,999 $13,000
10,000-49,999 $ 6,000
fewer than 10,000 $ 3,000
TRANSFER AGENCY FEES INCLUDE:
- Shareholder and Broker Servicing
- Transaction Processing, Correspondence, and Research
- Settlement and Reconciliation
- Corporate Actions
- Tax Reporting and Compliance
- NSCC Support
- Management Company and Broker/Dealer Support
- Asset Allocation Processing for all distribution channels
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- 50% of NQR fees
ADDITIONAL TRANSFER AGENCY FEES:
- NSCC charges
- Banking fees
- Standard out-of-pocket expenses
VALUE ADDED TRANSFER AGENCY SERVICES:
1. DAZL Pricing:
Monthly Usage Fee: $1,000.00
Transmission Charge: $.03 per record (Price record transmission cost is
$.015 per record.)
Annual Cap: $50,000 per year
This amount shall be reduced by a $200,000 one-time credit for previous
DAZL usage to be applied on the January 2003 invoice for services
rendered
2. Voice Response Unit (VRU)
$.29 per minute maintenance charge
ADVANCED OUTPUT SOLUTIONS (PRINT/MAIL)
SAMP AND NON-SAMP CONSOLIDATED AND DUPLEX
STATEMENTS: Estimate $400,000 (waived)
To be completed by Q3 2003
MODIFICATION TO ACCOMMODATE E-NOTIFICATION AND SHAREHOLDER STATEMENT
SUPPRESSION:
Estimate $38,400 (waived)
PRINTING / PROCESSING
Simplex black and white laser printing $0.08
Duplex black and white laser printing $0.08 per side
Per image check printing $0.10
INSERTING (DAILY MINIMUMS APPLY)
Confirms Machine inserting per page (includes BRE or CRE) $42/K - $50.00 Min
Confirms Hands inserting per page (includes BRE or CRE) $71K - $75.00 Min
Statements Machine inserting per page (includes BRE or CRE) $52/K - $75.00 Min
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Statements Hands inserting per page (includes BRE or CRE) $78/K - $75.00 Min
Checks Machine inserting per page (includes BRE or CRE) $52/K - $75.00 Min
Checks Hands inserting per page (includes BRE or CRE) $78/K - $100.00Min
Periodic Checks Hands $78/K - $100.00Min
Periodic Checks Machine $52/K - $100.00Min
Additional inserts Hand $0.08
Additional Inserts Machine $0.01
Intelligent Inserting Hand $125/K
Intelligent Inserting Machine $58/K
Per piece mail preparation / presort fee $0.035
Workorder administration fee $7.00
Manual pulls $2.50
SHIPPING / INVENTORY
Non-USPS courier support / package $ 4.50
Inventory receipts / S.K.U. $20.00
Inventory storage / location / month - per skid $20.00
Inventory Dump/Destruct Charge $20.00
Courier Charge $15.00
SPECIAL MAILING
Workorder Administration fee $15.00
Creation of Admark Tape $135.00
ZIP+4 Data Enhancement $10/K - $125.00Min
Data Manipulation $80/Hour
Combo Charge $6/K - $75.00 Min
Admark & Machine insert #10 or 6x9 (includes 1 piece) $62/K - $125.00Min
Admark & Machine insert 9x12 (includes 1 piece) $100/K-$125.00Min
Additional Machine insert #10 or 6x9 $2.50/K
Additional Machine insert 9x12 $5/K
Additional Hand insert #10, 6x9 & 9x12 $0.08
Admark Only #10, 6x9 or 9x12 $38/K - $75.00 Min
Hand Sort $25/K
Print, Affix & Insert Pressure Sensitive labels $0.32 - $75.00 Min
Print Labels only $0.10
Affix Labels only $0.10
Legal Mail Drop $150.00 per job
Create Mailing List $.40 per rec-$75Min
Copy of 3602 or 3606 per Mailing $3.00
MISCELLANEOUS FEES
Message $20.00 each
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D-4
Folding - Machines $18/K
Folding - Hands $0.12 each
Cutting $10/K
Shipping Boxes $0.85
Oversized Envelopes $0.45
Faxes $3.00 per fax
Special Projects Hourly Work $24.00
CD ROM FEES
Per PDF image $ 0.05
Server storage, database and indexing per image $ 0.01
Per original CD $225.00
Per duplicate CD $175.00
Courier/run $ 40.00
*Internet presentment, email notification and portal fees not included.
PROGRAMMING EXPENSES
Systems Testing $100/Hour
Forms Development/Programming $100/Hour
TAX FORM OUTPUT PROCESSING
Print & Process $ 0.42
Workorder Administration Fee $15.00
Minimum Processing/Job $75.00
Dupe Tax Forms $0.50 Each -$15Min
Intelligent Inserting $0.045
Additional Machine insert $0.01
Additional Hands insert $0.07
Affidavit Charge $3.50 Each
01/28/03
8226074-6
D-5
Exhibit 1 of Schedule D
Performance Standards
Revised as of April 1, 2002
PFPC's obligation to meet the "Standard Performance Range" for each of the
following Performance Standards shall be measured in the aggregate with respect
to all Funds.
1. Transaction Processing
TRANSACTION PERFORMANCE STANDARDS
Performance will be measured quarterly by National Quality Review ("NQR")
based on its then-current standard sampling methodology. Currently, that
methodology involves approximately 800 account transactions each quarter.
NQR reviews transactions for accuracy, timeliness and completeness.
Beginning with the 2001 fourth quarter NQR report, if, for the current
quarter, the percentage of the transactions sampled by NQR represented by
transactions for which no "exceptions" were noted falls within the "Penalty
Range" or "Award Range" (as defined below), the PFPC Monthly Fees next
invoiced by PFPC following receipt of the NQR quarterly data shall be
reduced by the applicable penalty, or increased by the applicable award, as
shown in Section 4 of this Exhibit 1. The WMSS Monthly Fees for the same
period will also be reduced by any applicable penalty, but shall not be
increased by any applicable award.
The PFPC Monthly Fees next invoiced by PFPC following receipt of the NQR
quarterly data will be increased by an additional award, as shown in
Section 4 of this Exhibit 1 under the
01/28/03
8226074-6
D-6
heading "NQR Best in Class" if the quarterly Overall Accuracy rating
matches the highest overall NQR rating earned by any firm evaluated by NQR
for the quarter to which such data relates.
Penalties or rewards will be assessed quarterly based on quarterly
performance scores, excluding reclassified items, as provided by NQR.
The "Penalty Range" is any percentage below the standard performance range
most recently determined by NQR for the previous calendar year (the
"Standard Performance Range"). The "Award Range" is any percentage above
the Standard Performance Range. The "Award Range" is further divided in
half with a midpoint that falls between the top of the "Standard
Performance Range" and the "Best in Class score" as determined each
quarter. At present, the Penalty Range, the Standard Performance Range and
Award Range are as follows:
-----------------------------------------------------------------------------------------------
Unacceptable - Standard Performance Award Range - Lower Award Range -
Transaction Type Penalty Range Range Half Upper Half
-----------------------------------------------------------------------------------------------
Financial Accuracy <96.6% 96.6% - 98.6% >98.6% - 95.1% - 96.3% - 2.71 -
