Exhibit H(3)
MASTER AGREEMENT
DST FAN SERVICES - MUTUAL FUNDS
AGREEMENT made as of _______________, 1999 (the "Effective Date") by and
between DST Systems, Inc., a Delaware corporation ("DST") and
______________________, a _______________ corporation ("Customer"). DST and
Customer are together referred to herein as the "Parties" and individually as
the "Party".
WHEREAS, DST is a provider of transfer agency and shareholder record
keeping and accounting services to the mutual fund industry utilizing
proprietary computer software programs and systems developed by DST and
maintained on computers located at DST facilities, including the Financial
Access Network-TM-;
WHEREAS, Customer provides certain registered investment companies with
various services, including Customer's site on the World Wide Web, through
which visitors to such Web site may obtain information about the registered
investment companies serviced by Customer; and
WHEREAS, Customer desires to utilize its Web Site, the Internet and DST
FAN Web Services to provide shareholders of the registered investment
companies serviced by Customer with access to account information and certain
on-line transaction request capabilities in accordance with the terms of this
Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties hereby agree as follows.
ARTICLE I
DEFINITIONS
The following definitions shall apply to this Agreement. Additional
terms may be defined in the Agreement and in the exhibits which describe the
FAN Services to be provided by DST for the Customer.
- "Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly Controlling, Controlled by or under common
Control with such Person.
- "Control" over a Person shall mean (i) the possession, directly or
indirectly, of more than 50% of the voting power to elect directors, in the
case of a Person that is a corporation, or members of a comparable governing
body, in the case of a limited liability company, firm, joint-venture,
association or other entity, in each case whether through the ownership of
voting securities or interests, by contract or otherwise and (ii) with
respect to a partnership, a general partner thereof or a Person having
management rights comparable to those of a general partner shall be deemed to
control such Person. The terms "Controlling" and "Controlled" shall have
corollary meanings.
- "DST Web Site" shall mean the collection of electronic documents or
pages residing on the DST computer system, linked to the Internet and
accessible by hypertext link through the World Wide Web, where the
Transaction data fields and related screens provided by DST may be viewed by
Users who access such site.
- "FAN" shall mean the DST Financial Access Network, a DST computer
and software system which provides an interface between the Internet and
public data network service providers and the transfer agency systems of
Funds for the purposes of communicating Fund data and information and
Transaction requests.
- "FAN Options" shall mean the series of edits and instructions
provided by Customer to DST in writing and which reside on a DST computer,
through which Customer specifies its instructions for Transactions which may
be requested through the use of various FAN Services, e.g., minimum and
maximum purchase, redemption and exchange amounts.
- "FAN Services" shall mean the services provided by DST utilizing
FAN(R), the DST Web Site, the Internet, and other software, equipment and
systems provided by DST and telecommunications carriers and firewall
providers, whereby Transactions may be requested in each Fund by Users
accessing the DST Web Site via the Internet.
- "Fund(s)" shall mean the various registered investment companies
(mutual funds) for which Customer provides various services and which
Customer has designated to participate in FAN Services. Customer has provided
DST with a list of the Funds on or prior to the Effective Date.
- "Person" shall mean an individual, corporation, partnership,
association, trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.
- "Security Procedures" shall mean the procedures, including the use
of encryption technology, implemented for purposes of protecting the
integrity, confidentiality or secrecy of, and the unauthorized interception,
corruption, use of, or access to, any data or information transmitted via FAN
Services.
- "Transactions" shall mean account inquiries, purchases, redemptions
through Automated Clearing House, fed wire, or check to the address of record
for the Fund account, exchanges and other transactions offered through FAN
Services.
- "User(s)" shall mean record owners or authorized agents of record
owners of shares of a Fund, including brokers, investment advisors and other
financial intermediaries.
ARTICLE II
USE OF FAN SERVICES BY CUSTOMER
Section 2.1 SELECTION OF FAN SERVICES. DST will perform, and Customer
has selected, the FAN Services described on the Services Exhibits attached to
this Agreement. New Services Exhibits describing additional FAN Services may
be added to this Agreement from time to time by mutual written agreement of
DST and Customer, and such additional FAN Services shall be subject to the
terms of this Agreement.
Section 2.2 DST RESPONSIBILITIES. During the Term and subject to the
provisions of this Agreement, DST shall, at its expense (unless otherwise
provided for herein): (i) provide, or hire other Persons to provide, all
computers, telecommunications equipment and other equipment and software
reasonably necessary to develop and maintain the DST Web Site; and (ii)
deliver a monthly billing report to Customer, which shall include a report of
Transactions, by type, processed through FAN Services.
Section 2.3 CUSTOMER RESPONSIBILITIES. During the Term and subject to
the provisions of this Agreement, Customer shall at its expense (unless
otherwise provided for herein) fulfill the Customer obligations, if any, set
forth in each Service Exhibit to this Agreement.
Section 2.4 CHANGE IN DESIGNATED FUNDS. Upon thirty (30) days prior
notice to DST, Customer may change the Funds designated to participate in FAN
Services by delivering to DST, in writing, a revised list of participating
Funds.
Section 2.5 SCOPE OF DST OBLIGATIONS. DST shall at all times use
reasonable care in performing FAN Services under this Agreement. In the
absence of willful misconduct, knowing violations of applicable law, reckless
disregard of its duties under this Agreement, or negligence on its part in
the performance of FAN Services, DST shall not be liable for any action
taken, suffered, or omitted by it or for any error made by it in the
performance of its services under this Agreement. With respect to those
actions or services delineated in FAN Options and all other instructions
given to DST by Customer, DST shall be presumed to have exercised reasonable
care if it has acted in accordance with the FAN Options and other
instructions provided by Customer. With respect to any claims for losses,
damages, costs or expenses which may arise directly or indirectly from
Security Procedures which DST has implemented or omitted, DST shall be
presumed to have used reasonable care if it has followed, in all material
respects, at least
those Security Procedures described in the Security Procedures attachment to
each Service Exhibit to this Agreement. DST may, but shall not be required
to, modify such Security Procedures from time to time to the extent it
believes, in good faith, that such modifications will enhance the security of
FAN. All data and information transmissions via FAN Services are for
informational purposes only, and are not intended to satisfy regulatory
requirements or comply with any laws, rules, requirements or standards of any
federal, state or local governmental authority, agency or industry regulatory
body, including the securities industry, which compliance is the sole
responsibility of Customer and each Fund. Customer acknowledges and agrees
that its Users are responsible for verifying the accuracy and receipt of all
data or information transmitted via FAN Services. Customer is responsible for
advising its Users of their responsibility for promptly notifying the Fund's
transfer agent of any errors or inaccuracies relating to shareholder data or
information transmitted via FAN Services.
Section 2.6 YEAR 2000. Notwithstanding anything in this Agreement to
the contrary, DST's only warranty with respect to year 2000 compliance is
that FAN will be year 2000 compliant during the term set forth in Section 5.1
of this Agreement. As used in this Agreement "year 2000 compliant" shall mean
that FAN will perform in accordance with the terms of this Agreement
regardless of the century with respect to which date data is encountered by
FAN; provided, that (i) all date data received by DST for use by FAN is
accurate and in formats specified by DST from time to time, (ii) all date
data generated by FAN is accepted by Customer in formats provided by DST from
time to time, and (iii) DST shall not be obligated to provide date data for
interface functions such as screens, reports or data transmission files in
any format other than that specified by DST from time to time.
Notwithstanding the foregoing, DST makes no representation or warranty as to
the ability of any hardware, firmware, software, products or services
provided to DST by any other party to manipulate or process date data, or as
to the functionality of any DST software, including FAN, in circumstances
where data received from any Customer system or any other system is invalid,
incorrect or otherwise corrupt.
ARTICLE III
FEES
As consideration for the performance by DST of the FAN Services,
Customer will pay DST the fees relating to each such service as set forth in
each Service Exhibit attached to this Agreement.
ARTICLE IV
PROPRIETARY RIGHTS
Customer acknowledges and agrees that it obtains no rights in or to any
of the software, hardware, processes, trade secrets, proprietary information
or distribution and communication networks of DST. Any software DST provides
to Customer pursuant to this Agreement shall be used by Customer only during
the term of this Agreement and only in accordance with the provisions of this
Agreement to provide connectivity to and through DST, and shall not be used
by Customer to provide connectivity to or through any other system or Person.
Any interfaces and software developed by DST shall not be used to connect
Customer to any transfer agency system or any other Person without DST's
prior written approval. Customer shall not copy, decompile or reverse
engineer any software provided to Customer by DST. Customer also agrees not
to take any action which would mask, delete or otherwise alter any DST
on-screen disclaimers and copyright, trademark and service xxxx notifications
provided by DST from time to time, or any "point and click" features relating
to User acknowledgment and acceptance of such disclaimers and notifications.
ARTICLE V
TERM AND TERMINATION
Section 5.1 TERM. This Agreement shall be effective as of the
Effective Date and shall continue in force and effect for twelve (12) months
following the Effective Date (the "Initial Term"). This Agreement shall
automatically renew at the end of the Initial Term for additional, successive
twelve (12)-month terms (each, a "Renewal Term") unless terminated by either
party
by written notice to the other at least sixty (60) days prior to the end of
the initial term or any renewal term, in which case the effective date of
such termination notice shall be the end of the relevant initial term or
renewal term. The Initial Term and any Renewal Term(s) are referred to herein
as the Term.
Section 5.2 TERMINATION. Throughout the Term, either Party shall have
the right to terminate this Agreement on written notice to the other Party of
the other Party's material breach of this Agreement and such Party's failure
to cure such breach within thirty (30) days.
Section 5.3 EFFECT OF TERMINATION. In the event of a termination
under the provisions of this Article V, the Parties will have no continuing
obligations to one another other than the obligation to return to one another
the confidential or proprietary materials of the other in their possession.
ARTICLE VI
INDEMNIFICATION; LIABILITY LIMITATIONS
SECTION 6.1 NO OTHER WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY STATED
IN SECTIONS 2.5 AND 2.6 OF THIS AGREEMENT, THE FAN SERVICES AND ALL SOFTWARE
AND SYSTEMS DESCRIBED IN THIS AGREEMENT AND ITS EXHIBITS ARE PROVIDED
"AS-IS," ON AN "AS AVAILABLE" BASIS, AND DST HEREBY SPECIFICALLY DISCLAIMS
ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING
SERVICES PROVIDED BY DST HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
Section 6.2 LIMITATION OF LIABILITY. Under no circumstances shall DST
be liable for indirect, incidental, consequential, special, exemplary or
punitive damages (even if DST has been advised of or has foreseen the
possibility of such damages), arising from the use or inability to use the
FAN Services, the DST Web Site or FAN, or under any provision of this
Agreement, such as, but not limited to, loss of revenue or anticipated
profits or lost business. Without limiting any of the foregoing terms of this
Section, in no event shall DST be liable under this Agreement in tort or
otherwise for an amount exceeding the aggregate fees actually received by DST
pursuant to Article III during the most recent Term of this Agreement.
Section 6.3 INDEMNITY. Customer hereby indemnifies and holds DST
harmless from, and shall defend it against any and all claims, demands,
costs, expenses and other liabilities, including reasonable attorneys' fees,
arising in connection with the use of, or inability to use, the FAN Services
by any User, except to the extent such liabilities result directly from the
negligence or intentional misconduct of DST in the performance of FAN
Services.
ARTICLE VII
CONFIDENTIALITY
Section 7.1 CONFIDENTIAL INFORMATION. Each of the Parties hereby
acknowledges that in the course of performing its obligations hereunder, the
other may disclose to it certain information and know-how of a technical,
financial, operational or other sort, that is nonpublic and otherwise
confidential or proprietary to the disclosing Party. This Agreement, and in
particular, all DST Security Procedures and fee schedules, shall be
considered confidential and proprietary. Each Party acknowledges that any
such proprietary or confidential information disclosed to it is of
considerable commercial value and that the disclosing Party would likely be
economically or otherwise disadvantaged or harmed by the direct or indirect
use or disclosure thereof, except as specifically authorized by the
disclosing Party. Each Party therefore agrees to keep in strict confidence
all such information that may from time to time be disclosed to it, and
agrees not to use such information except as expressly permitted hereby or to
disclose such information to any third Party for any purpose without the
prior consent of the other. The provisions of this Section 7.1 shall not
apply to versions of this Agreement which contain no references to Customer
and which are used by DST with other entities, or to any information if and
to the extent it was (i) independently developed by the receiving Party as
evidenced by documentation in such Party's
possession, (ii) lawfully received by it free of restrictions from another
source having the right to furnish the same, (iii) generally known or
available to the public without breach of this Agreement by the receiving
Party or (iv) known to the receiving Party free of restriction at the time of
such disclosure. The Parties agree that immediately upon termination of this
Agreement, without regard to the reason for such termination, the Parties
shall forthwith return to one another all written materials and computer
software which are the property of the other Party.
Section 7.2 SPECIFIC PERFORMANCE. Each of the Parties agrees that the
nonbreaching Party would not have an adequate remedy at law in the event of
the other Party's breach or threatened breach of its obligations under
Section 7.1, and that the nonbreaching Party would suffer irreparable injury
and damage as a result of any such breach. Accordingly, in the event either
Party breaches or threatens to breach the obligations set forth in Section
7.1, in addition to and not in lieu of any legal or other remedies such Party
may pursue hereunder or under applicable law, each Party hereby consents to
the granting of equitable relief (including the issuance of a temporary
restraining order, preliminary injunction or permanent injunction) against it
by a court of competent jurisdiction, without the necessity of providing
actual damages or posting any bond or other security therefor, prohibiting
any such breach or threatened breach. In any proceeding upon a motion for
such equitable relief, a Party's ability to answer in damages shall not be
interposed as a defense to the granting of such equitable relief.
ARTICLE VIII
FORCE MAJEURE
Customer acknowledges that the Internet is an unsecure, unstable,
unregulated, unorganized and unreliable environment, and that the ability of
DST to deliver FAN Services is dependent upon the Internet and equipment,
software, systems, data and services provided by various telecommunications
carriers, equipment manufacturers, firewall providers and encryption system
developers and other vendors and third parties. DST shall not be liable for
any delays or failures to perform any of its obligations hereunder to the
extent that such delays or failures are due to circumstances beyond its
reasonable control, including acts of God, strikes, riots, acts of war, power
failures, functions or malfunctions of the Internet, telecommunications
services, firewalls, encryption systems and security devices, or governmental
regulations imposed after the date of this Agreement.
ARTICLE IX
MISCELLANEOUS
Section 9.1 GOVERNING LAW; JURISDICTION. This Agreement shall be
interpreted, construed and enforced in all respects in accordance with the
laws of the state of Missouri, without reference to the conflict of laws
provisions thereof.
Section 9.2 CAPTIONS. Captions used herein are for convenience of
reference only, and shall not be used in the construction or interpretation
hereof.
Section 9.3 COUNTERPARTS. This Agreement may be executed in
counterparts, all of which together shall be deemed one and the same
Agreement.
Section 9.4 PARTIES' INDEPENDENT CONTRACTORS. The Parties to this
Agreement are and shall remain independent contractors, and nothing herein
shall be construed to create a partnership or joint venture between them, and
none of them shall have the power of authority to bind or obligate the others
in any manner not expressly set forth herein.
Section 9.5 SEVERABILITY. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby unless either of the Parties
shall, in its reasonable determination, conclude that it shall be materially
prejudiced by such holding of invalidity, illegality or unenforceability, in
which case such Party may terminate this Agreement by thirty (30) days
written notice to the other.
Section 9.6 NO WAIVER. No term or provision hereof shall be deemed
waived and no breach excused unless such waiver or consent shall be in
writing and signed by the Party claimed to have waived or consented. Any
consent by any Party to, or waiver of, a breach by the other, whether express
or implied, shall not constitute a consent to, waiver of, or excuse for any
other different or subsequent breach.
Section 9.7 ASSIGNMENT. Neither this Agreement nor all or any of the
rights and obligations of either Party hereunder shall be assigned, whether
by agreement or by operation of law to any Person other than an Affiliate of
the assigning Party, without the prior written consent of the other Party,
and any attempt to do so shall be void. No such permitted assignment shall
relieve the assigning Party of its obligations under this Agreement. This
Agreement shall be binding upon and inure to the benefit of the respective
successors, permitted assigns and legal representatives of the Parties hereto.
Section 9.8 NOTICES. All notices, requests or communications required
hereunder shall be in writing and shall be deemed to have been duly given (i)
upon delivery, if delivered personally against written receipt, (ii) three
(3) days after posting by certified mail, postage prepaid, return receipt
requested, (iii) upon confirmed receipt, if delivered by telecopier or (iv)
the next day if delivered by a recognized overnight commercial courier, such
as Federal Express or DHL, addressed in each instance to the Parties at the
addresses set forth below the signatures of the parties at the end of this
Agreement (or at such other addresses as shall be given by either of the
Parties to the other in accordance with this Section 9.8).
Section 9.9 NON-SOLICITATION. Each of the Parties agrees that it will
not, during the Term, solicit or encourage to leave the employ or service of
the other, any employee employed by or consultant serving with the other
during such time, without the other's prior written consent. Such obligation
will continue with respect to any person leaving the employ or service of the
other Party for six (6) months after his or her departure.
Section 9.10 ENTIRE AGREEMENT. This Agreement and its Exhibits
together constitute the complete understanding and agreement of the Parties
with respect to the subject matter hereof, and supersede all prior
communications with respect thereto. They may not be modified, amended or in
any way altered, except in a writing signed by both Parties. No agent of any
Party hereto is authorized to make any representation, promise or warranty
inconsistent with the terms hereof.
IN WITNESS WHEREOF, the Parties hereto have set their hands by their
authorized representatives as of the year and date first hereinabove
indicated.
DST SYSTEMS, INC.
By By
----------------------------------- -------------------------------------
Name: Name:
------------------------------ ----------------------------------
Title: Title:
----------------------------- ---------------------------------
Address: 0000 Xxxxxxxx, Xxxxx Xxxxx
--------------------------- Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Tel: Tel: (000) 000-0000
------------------------------- FAX: (000) 000-0000
FAX:
-------------------------------
SERVICE EXHIBIT
WEB SERVICES
1. WEB SERVICES. Customer has requested, and DST will provide Web Services
as one of the FAN Services provided pursuant to the terms of the DST
FAN Services Agreement (the "Agreement") between Customer and DST.
Through Web Services, Shareholders may submit Transaction requests
directly to the Fund's transfer agent via the Internet as described
further in this Service Exhibit.
2. DEFINITIONS. For purposes of this Exhibit, the following additional
definitions shall apply (in addition to all other defined terms in the
Agreement):
- "Customer Web Site" shall mean the collection of electronic
documents or pages residing on the computer system of Customer
(or an Internet Service Provider ("ISP") hired by Customer)
connected to the Internet and accessible by hypertext link
through the World Wide Web, where Shareholders may view
information about the Funds and access the various Transaction
screens provided by Customer.
- "Shareholder" shall mean the record owner or authorized agent
of the owner of shares of a Fund.
3. DST RESPONSIBILITIES. In connection with its performance of Web
Services, DST shall:
(a) receive Transaction requests electronically transmitted
to the DST Web Site via the Internet following execution
of a link from the Customer Web Site to the DST Web Site
and route Transaction requests through FAN to the
Customer's transfer agency system;
(b) for each Transaction request received, route
Transaction information from the Customer's transfer
agency system through FAN to the Internet to be
viewed by Users;
(c) deliver to Customer a DST FAN Options User Guide and FAN
Options instruction form; and update FAN Options as
necessary when provided written instructions from the
Customer, and
(d) perform all other DST obligations as set forth in the
Agreement.
4. CUSTOMER RESPONSIBILITIES. In connection with its use of Web Services,
Customer shall:
(a) provide all computers, telecommunications equipment
and other equipment and software reasonably necessary
to develop and maintain the Customer Web Site;
(b) design and develop the Customer Web Site
functionality necessary to facilitate and maintain
the hypertext links to the DST Web Site and the
various Transaction Web pages and otherwise make the
Customer Web Site available to Shareholders;
(c) provide the FAN Options to DST for each Fund in
writing on forms provided by DST and update the FAN
Options in writing as required by Customer from time
to time;
(d) provide DST with such other written instructions as
it may request from time to time relating to the
performance of DST's obligations hereunder; and
(e) perform all other Customer obligations as set forth in
the Agreement.
5. PACKAGE SELECTION. Web Services is offered in a Basic Package and an
Advance Package. Customer has selected the |_| Basic |_| Advanced
Package.
If Customer initially selects the Basic Package, upon thirty
(30) days prior notice to DST, Customer may elect to upgrade from the
Basic Package to the Advanced Package by signing two copies of the
Upgrade Request Form attached to this Service Exhibit and delivering
such form to DST along with payment of the Upgrade Fee in the current
amount then charged by DST.
6. FEES. The fees payable to DST by Customer for Web Services are set
forth on the Fee Schedule attached to this Service Exhibit.
FAN WEB SERVICES - TA2000 CLIENT
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FEE TYPE CHARGE
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BASE FEE
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Basic Package(1) $ 10,000.00
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Advanced Package(2) $ 15,000.00
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FAN Set-up Fee $ 5,000.00
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TRANSACTION FEES
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Account Inquiry (Position) $ .05
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Account Inquiry (History) $ .05
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Portfolio Inquiry (Position) $ .05
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Transactions(3) $ .50
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Monthly Minimum Transaction Fees $ 2,000
The monthly minimum fees for the initial FAN Services $500.00/added
product is $2,000. Each additional FAN Services product product
increases the monthly minimum fee by $500. (Vision(TM)
Product not included)
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OTHER FEES
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Fund-Specific Enhancements/Consulting $ 150/hour
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Tutorial Web Site (Optional) $ 5,000
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Additional Product Offerings (Optional) Billed By Product
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FAN LITERATURE FEES(4)
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Existing DST Literature client set-up fee $ 500.00
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Non DST Literature client set-up fee $ 5000.00
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Literature transaction charge per Literature
request $ .50
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NOTES:
- These fees apply only to cases where the fund provides a link from their
web site to the DST transaction web site.
- The FAN set-up fee is a one-time charge. The fund company will only incur
this charge once, regardless of the number of FAN services in which the
fund participates.
- Other transactions may be supported in the future, the fees for which will
be determined at that time. The fund will not be obligated to offer new
transaction types.
- If a fund company upgrades from the "Basic" package to the "Advanced"
package, the fund will pay the additional $5,000 fee for the upgrade.
- Monthly transaction fees combine all Product Offerings supported by the
FAN interface.
SECURITY PROCEDURES - WEB SERVICES
1. ID / PASSWORD REQUIREMENTS
-----------------------------
(1) Includes 10 hours of consulting. Additional hours will be billed at
$150/hour.
(2) Includes 20 hours of consulting. Additional hours will be billed at
$150/hour.
(3) Transactions include ACH purchase to new or existing accounts, exchange to
new or existing accounts, redemption via ACH, wire, or check, ordering of
duplicate tax-forms or duplicate statements, checkbook re-orders, fulfillment
requests, and PIN changes. Other transactions may be supported in the future,
the fees for which will be determined at that time. The fund will not be
obligated to offer new transaction types. The Actual Transaction Fees from all
FAN Services products are aggregated each month to determine the monthly
transaction fees charged. The monthly amount charged the Customer is the
greater of the Monthly Minimum Transaction Fee or the total Actual Transaction
Fees.
(4) Optional additional fees/products available. All monthly fees are added
together.
Authentication of a Shareholder in FAN is based on account number, password,
and optionally social security number.
Required - Account number is used as the identification (ID) of the
Shareholder.
Required - Password is used as the access to the entered account. This is the
Shareholder's personal identification number (PIN).
Optional - Social Security Number is an optional entry requirement controlled
by the Customer to add another level of authentication to access the entered
account number.
2. ENCRYPTION
The DST Web server runs Secure Sockets Layer ("SSL"). The purpose of using
SSL is to encrypt data transmissions through the DST Web Site and block
communications through the DST Web Site from Internet browsers which do not
support SSL data encryption. The standard level of encryption supported by
the DST Web Site is 40-bit encryption. Enhanced encryption (up to 128 bit) is
available on an individual customer-by-customer basis.
3. NETWORK ACCESS CONTROL
A computer referred to as a "router" is located between the Internet backbone
connection and the DST Web server. The purpose of the router is to control
the connectivity to the DST Web server at the port level. This equipment is
located at DST's Winchester data center, but it is administered and
maintained by an independent fire wall provider. Changes to the systems
residing on this computer are submitted to the fire wall provider for remote
administration. DST is advised by its current fire wall provider that this
equipment will not interrogate data, and that its only function is to limit
the type of traffic accessing the DST Web server to the suite of Hyper-Text
Transfer Protocols ("HTTP") transmissions. Ports on the router are configured
to be consistent with ports on the DST Web server. DST is advised by its
current fire wall provider that all other ports on the router other than
those configured for the DST Web server are not accessible from the Internet.
The DST Web server utilizes a UNIX operating system. All services and
functions within the DST Web server operating system are deactivated with the
exception of services and functions which support HTTP. This is the required
service for HTML content which is what the FAN Transactions are based upon.
The general purpose of this feature is to prevent external users from
entering UNIX commands or running UNIX based processes on the DST Web server.
All ports on the DST Web server, except those required by FAN (the ports
accessed through the fire wall provider's router), are disabled. All
"listeners" are deactivated. Directory structures are "hidden" from the user.
Services which provide directory information are also deactivated.
DST administrators gain access to the DST Web server through the physical
console connected to the DST Web server, or through the internal network via
DST Secure ID.
FAN also incorporates a computer system referred to as the "FAN Switch". The
function of the FAN Switch is to perform data packaging, security
interrogation, and protocol conversion. Data received by the FAN Switch from
the DST Web server is interrogated for authenticity, repackaged for the DST
TA/2000 mainframe system, and protocols are converted for communication.
The FAN Switch is programmed to terminate the session/Transaction between the
Shareholder and FAN if data authentication fails. Alerts are provided to
system administrators upon termination.
4. LIMITATION OF USERS
Access of DST personnel to the DST Web server is restricted within DST to a
limited number of users based upon DST system administration requirements, as
determined by appropriate DST systems managers from time to time.
5. INDEPENDENCE OF EACH CUSTOMER'S LOCATION ON THE WEB SERVER
Independence of customer presence on the DST Web server is accomplished by
establishing individual data set partitions on the DST Web server that are
designed to be separate from other partitions. Each customer's presence
resides within a separate data and directory structure on the DST Web server.
The base transaction code required by FAN is, however, shared by all data set
partitions.
Each customer URL on the DST Web server will identify a separate customer
presence. The customer URL is designed to omit distinguishing characteristics
of the URL which could identify the customer or DST to the Shareholder, and
each customer will have a unique URL. The URL is in the following format :
xxxxx://xxx.xxxxxxxxxxxxxx.xxx/xx/xxxxxxxx?xxx000000000
where the data following the `cz=' will be unique to the Customer. The
Customer URL is not advertised by DST. Initial access to the Customer
presence on the DST Web server will be through the Customer Web Site.
Book marking of HTML pages within the Customer's site on the DST Web server
is not allowed with the exception of a legal terms page which is the initial
page presented to the Shareholder upon entry to the DST Web server.
6. RIGHT TO AUDIT
Customers are allowed to audit, at their expense, the DST Web Site once in
each 12 month period and any associated systems or networks within FAN, after
providing reasonable notice to DST. The audit may include review of
configurations, audit trails, and maintenance of systems and software within
FAN associated with the DST Web Site. Tools which may be used for the audit
may include network security tools; provided, that DST may specify the time
at which any tool is used, if DST reasonably believes that such tool may
affect system performance. The audit will be coordinated through the DST
Internal Audit Office and DST will be entitled to observe all audit activity.
Customers will not perform any action that may interfere with the uptime or
stability of DST's systems or networks. Subject to the foregoing, the
Customer may perform any audit activity which is technically possible for a
user of the public Internet. In particular, the Customer and its review team
will be considered authorized users and DST will not seek prosecution under
any computer crime or other applicable statutes for such activity.
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