Exhibit 99.(h)(2)
TRANSFER AGENCY AGREEMENT
Made as of the 1st day of September, 2001
by and between
EACH OF THE
X.X. XXXXXX SERIES TRUST,
X.X. Xxxxxx Tax Aware Small Company Opportunities Fund - A Shares
X.X. Xxxxxx Tax Aware Small Company Opportunities Fund - B Shares
X.X. Xxxxxx Tax Aware Small Company Opportunities Fund - C Shares
X.X. Xxxxxx Tax Aware Small Company Opportunities Fund - Select Shares
X.X. Xxxxxx Tax Aware US Equity Fund - A Shares
X.X. Xxxxxx Tax Aware US Equity Fund - B Shares
X.X. Xxxxxx Tax Aware US Equity Fund - C Shares
X.X. Xxxxxx Tax Aware US Equity Fund - Select Shares
X.X. Xxxxxx Tax Aware US Equity Fund - Institutional Shares
X.X. Xxxxxx Global Healthcare Fund - A Shares
X.X. Xxxxxx Global Healthcare Fund - B Shares
X.X. Xxxxxx Global Healthcare Fund - C Shares
X.X. Xxxxxx Global Healthcare Fund - Select Shares
X.X. Xxxxxx Global 50 Fund - A Shares
X.X. Xxxxxx Global 50 Fund - B Shares
X.X. Xxxxxx Global 50 Fund - C Shares
X.X. Xxxxxx Global 50 Fund - Select Shares
X.X. Xxxxxx Tax Aware Disciplined Equity Fund - Institutional Shares
X.X. Xxxxxx Tax Aware Enhanced Income Fund - A Shares
X.X. Xxxxxx Tax Aware Enhanced Income Fund - Select Shares
X.X. Xxxxxx Tax Aware Enhanced Income Fund - Institutional Shares
X.X. Xxxxxx SmartIndex Fund - Institutional Shares
X.X. Xxxxxx Large Cap Growth Fund - Institutional Shares
X.X. Xxxxxx Market Neutral Fund - A Shares
X.X. Xxxxxx Market Neutral Fund - B Shares
X.X. Xxxxxx Market Neutral Fund - Institutional Shares
X.X. Xxxxxx California Bond Fund - A Shares
X.X. Xxxxxx California Bond Fund - Select Shares
X.X. Xxxxxx California Bond Fund - Institutional Shares
X.X. Xxxxxx Disciplined Equity Value Fund - Institutional Shares
X.X. Xxxxxx Enhanced Income Fund - Ultra Shares
X.X. Xxxxxx Enhanced Income Fund - Institutional Shares
X.X. Xxxxxx US High Yield Bond Fund - A Shares
X.X. Xxxxxx US High Yield Bond Fund - B Shares
X.X. XXXXXX FUNDS,
X.X. Xxxxxx Xxxxxxx Emerging Markets Debt Fund - Select Shares
X.X. Xxxxxx US Small Company Opportunities Fund - Select Shares
X.X. XXXXXX INSTITUTIONAL FUNDS,
X.X. Xxxxxx Bond Fund - A Shares
X.X. Xxxxxx Bond Fund - B Shares
X.X. Xxxxxx Bond Fund - Select Shares
X.X. Xxxxxx Bond Fund - Institutional Shares
X.X. Xxxxxx Bond Fund - Ultra Shares
X.X. Xxxxxx Xxxxxxx International Opportunities Fund - A Shares
X.X. Xxxxxx Xxxxxxx International Opportunities Fund - B Shares
X.X. Xxxxxx Xxxxxxx International Opportunities Fund - Institutional Shares
X.X. Xxxxxx Xxxxxxx International Opportunities Fund - Select Shares
X.X. Xxxxxx US Equity Fund - A Shares
X.X. Xxxxxx US Equity Fund - B Shares
X.X. Xxxxxx US Equity Fund - C Shares
X.X. Xxxxxx US Equity Fund - Institutional Shares
X.X. Xxxxxx US Equity Fund - Select Shares
X.X. Xxxxxx Global Strategic Income Fund - A Shares
X.X. Xxxxxx Global Strategic Income Fund - B Shares
X.X. Xxxxxx Global Strategic Income Fund - Institutional Shares
X.X. Xxxxxx Global Strategic Income Fund - Select Shares
X.X. Xxxxxx Short Term Bond Fund - A Shares
X.X. Xxxxxx Short Term Bond Fund - Institutional Shares
X.X. Xxxxxx Short Term Bond Fund - Select Shares
X.X. Xxxxxx US Small Company Fund - Institutional Shares
X.X. Xxxxxx US Small Company Fund - Select Shares
X.X. Xxxxxx Xxxxxxx International Value Fund - A Shares
X.X. Xxxxxx Xxxxxxx International Value Fund - B Shares
X.X. Xxxxxx Xxxxxxx International Value Fund - Institutional Shares
X.X. Xxxxxx Xxxxxxx International Value Fund - Select Shares
X.X. Xxxxxx Xxxxxxx Emerging Markets Equity Fund - A Shares
X.X. Xxxxxx Xxxxxxx Emerging Markets Equity Fund - B Shares
X.X. Xxxxxx Xxxxxxx Emerging Markets Equity Fund - Institutional Shares
X.X. Xxxxxx Xxxxxxx Emerging Markets Equity Fund - Select Shares
X.X. Xxxxxx Diversified Fund - Institutional Shares
X.X. Xxxxxx Diversified Fund - Select Shares
X.X. Xxxxxx Disciplined Equity Fund - A Shares
X.X. Xxxxxx Disciplined Equity Fund - B Shares
X.X. Xxxxxx Disciplined Equity Fund - Institutional Shares
X.X. Xxxxxx Disciplined Equity Fund - Select Shares
X.X. XXXXXX SERIES TRUST II,
X.X. Xxxxxx International Opportunities Portfolio
X.X. Xxxxxx Small Company Portfolio
X.X. Xxxxxx US Disciplined Equity Portfolio
X.X. Xxxxxx Bond Portfolio
X.X. Xxxxxx Mid Cap Value Portfolio
MUTUAL VARIABLE ANNUITY TRUST,
Vista Capital Advantage Variable Annuity Capital Growth Portfolio
Vista Capital Advantage Variable Annuity Growth & Income Portfolio
Vista Capital Advantage Variable Annuity International Equity Portfolio
Vista Capital Advantage Variable Annuity Asset Allocation Portfolio
Vista Capital Advantage Variable Annuity Money Market Portfolio
Vista Capital Advantage Variable Annuity US Government Income Portfolio
MUTUAL FUND TRUST,
X.X. Xxxxxx Prime Money Market - Xxxxxx Shares
X.X. Xxxxxx Prime Money Market - B Shares
X.X. Xxxxxx Prime Money Market - C Shares
X.X. Xxxxxx Prime Money Market - Premier Shares
X.X. Xxxxxx Prime Money Market - Agency Shares
X.X. Xxxxxx Prime Money Market - Institutional Shares
X.X. Xxxxxx Prime Money Market - Reserve Shares
X.X. Xxxxxx Prime Money Market - Cash Mgmt Shares
X.X. Xxxxxx Prime Money Market - Select Shares
X.X. Xxxxxx Federal Money Market - Xxxxxx Shares
X.X. Xxxxxx Federal Money Market - Premier Shares
X.X. Xxxxxx Federal Money Market - Agency Shares
X.X. Xxxxxx Federal Money Market - Institutional Shares
X.X. Xxxxxx Treasury Plus Money Market - Xxxxxx Shares
X.X. Xxxxxx Treasury Plus Money Market - Premier Shares
X.X. Xxxxxx Treasury Plus Money Market - Agency Shares
X.X. Xxxxxx Treasury Plus Money Market - Institutional Shares
X.X. Xxxxxx Treasury Plus Money Market - Reserve Shares
X.X. Xxxxxx Tax Free Money Market - Xxxxxx Shares
X.X. Xxxxxx Tax Free Money Market - Premier Shares
X.X. Xxxxxx Tax Free Money Market - Agency Shares
X.X. Xxxxxx Tax Free Money Market - Institutional Shares
X.X. Xxxxxx US Government Money Market - Xxxxxx Shares
X.X. Xxxxxx US Government Money Market - Premier Shares
X.X. Xxxxxx US Government Money Market - Agency Shares
X.X. Xxxxxx US Government Money Market - Institutional Shares
X.X. Xxxxxx 100% US Treasury Securities Money Market - Xxxxxx Shares
X.X. Xxxxxx 100% US Treasury Securities Money Market - Premier Shares
X.X. Xxxxxx 100% US Treasury Securities Money Market - Agency Shares
X.X. Xxxxxx 100% US Treasury Securities Money Market - Institutional Shares
X.X. Xxxxxx California Tax Free Money Market - Xxxxxx Shares
X.X. Xxxxxx New York Tax Free Money Market - Xxxxxx Shares
X.X. Xxxxxx New York Tax Free Money Market - Reserve Shares
X.X. Xxxxxx Liquid Assets - Xxxxxx Shares
X.X. Xxxxxx Liquid Assets - Premier Shares
X.X. Xxxxxx Liquid Assets - Agency Shares
X.X. Xxxxxx Liquid Assets - Institutional Shares
X.X. Xxxxxx Liquid Assets - Capital Shares
MUTUAL FUND SELECT GROUP,
X.X. Xxxxxx Bond Fund II - A Shares
X.X. Xxxxxx Bond Fund II - B Shares
X.X. Xxxxxx Bond Fund II - Select Shares
X.X. Xxxxxx Intermediate Bond Fund - A Shares
X.X. Xxxxxx Intermediate Bond Fund - Select Shares
X.X. Xxxxxx Select Large Cap Growth Fund
X.X. Xxxxxx Select Mid Cap Equity Fund
X.X. Xxxxxx Select Small Cap Equity Fund
X.X. Xxxxxx Select Balanced Fund
X.X. Xxxxxx Select Equity Income Fund
X.X. Xxxxxx Select International Equity Fund - A Shares
X.X. Xxxxxx Select International Equity Fund - B Shares
X.X. Xxxxxx Select International Equity Fund - Institutional Shares
X.X. Xxxxxx Select International Equity Fund - Select Shares
X.X. Xxxxxx Select Large Cap Equity Fund
MUTUAL FUND GROUP,
X.X. Xxxxxx Xxxxxxx European Fund - A Shares
X.X. Xxxxxx Xxxxxxx European Fund - B Shares
X.X. Xxxxxx Xxxxxxx European Fund - C Shares
X.X. Xxxxxx Xxxxxxx European Fund - Select Shares
X.X. Xxxxxx Xxxxxxx European Fund - Institutional Shares
X.X. Xxxxxx Xxxxxxx Tax Aware International Opportunities Fund - A Shares
X.X. Xxxxxx Xxxxxxx Tax Aware International Opportunities Fund - B Shares
X.X. Xxxxxx Xxxxxxx Tax Aware International Opportunities Fund - C Shares
X.X. Xxxxxx Xxxxxxx Tax Aware International Opportunities Fund
- Institutional Shares
X.X. Xxxxxx Short Term Bond Fund II - A Shares
X.X. Xxxxxx Short Term Bond Fund II - Select Shares
X.X. Xxxxxx Short Term Bond Fund II - M Shares
X.X. Xxxxxx US Treasury Income Fund - A Shares
X.X. Xxxxxx US Treasury Income Fund - B Shares
X.X. Xxxxxx US Treasury Income Fund - Select Shares
X.X. Xxxxxx Strategic Income Fund - A Shares
X.X. Xxxxxx Strategic Income Fund - B Shares
X.X. Xxxxxx Strategic Income Fund - C Shares
X.X. Xxxxxx Strategic Income Fund - Select Shares
X.X. Xxxxxx Strategic Income Fund - M Shares
X.X. Xxxxxx Capital Growth Fund - A Shares
X.X. Xxxxxx Capital Growth Fund - B Shares
X.X. Xxxxxx Capital Growth Fund - C Shares
X.X. Xxxxxx Capital Growth Fund - Select Shares
X.X. Xxxxxx H&Q Technology Fund - A Shares
X.X. Xxxxxx H&Q Technology Fund - B Shares
X.X. Xxxxxx H&Q Technology Fund - C Shares
X.X. Xxxxxx Focus Fund - A Shares
X.X. Xxxxxx Focus Fund - B Shares
X.X. Xxxxxx Focus Fund - C Shares
X.X. Xxxxxx Focus Fund - Select Shares
X.X. Xxxxxx Growth & Income Fund - A Shares
X.X. Xxxxxx Growth & Income Fund - B Shares
X.X. Xxxxxx Growth & Income Fund - C Shares
X.X. Xxxxxx Growth & Income Fund - Select Shares
X.X. Xxxxxx Select Growth & Income Fund
X.X. Xxxxxx Xxxxxxx International Growth Fund - A Shares
X.X. Xxxxxx Xxxxxxx International Growth Fund - B Shares
X.X. Xxxxxx Xxxxxxx International Growth Fund - C Shares
X.X. Xxxxxx Xxxxxxx Japan Fund - A Shares
X.X. Xxxxxx Xxxxxxx Japan Fund - B Shares
X.X. Xxxxxx Small Cap Equity Fund - A Shares
X.X. Xxxxxx Small Cap Equity Fund - B Shares
X.X. Xxxxxx Small Cap Equity Fund - Select Shares
X.X. Xxxxxx Dynamic Small Cap Fund - A Shares
X.X. Xxxxxx Dynamic Small Cap Fund - B Shares
X.X. Xxxxxx Dynamic Small Cap Fund - C Shares
X.X. Xxxxxx Dynamic Small Cap Fund - Select Shares
MUTUAL FUND SELECT TRUST,
X.X. Xxxxxx New York Intermediate Tax Free Income Fund - A Shares
X.X. Xxxxxx New York Intermediate Tax Free Income Fund - B Shares
X.X. Xxxxxx New York Intermediate Tax Free Income Fund - Select Shares
X.X. Xxxxxx New York Intermediate Tax Free Income Fund - Institutional Shares
X.X. Xxxxxx Intermediate Tax Free Income Fund - Select Shares
X.X. Xxxxxx Intermediate Tax Free Income Fund - Institutional Shares
X.X. Xxxxxx New Jersey Tax Free Income Fund - Select Shares
X.X. Xxxxxx Tax Free Income Fund - A Shares
X.X. Xxxxxx Tax Free Income Fund - B Shares
X.X. Xxxxxx Tax Free Income Fund - Select Shares
MUTUAL FUND INVESTMENT TRUST,
X.X. Xxxxxx Balanced Fund - A Shares
X.X. Xxxxxx Balanced Fund - B Shares
X.X. Xxxxxx Balanced Fund - C Shares
X.X. Xxxxxx Balanced Fund - Select Shares
X.X. Xxxxxx Core Equity Fund - A Shares
X.X. Xxxxxx Core Equity Fund - B Shares
X.X. Xxxxxx Core Equity Fund - C Shares
X.X. Xxxxxx Core Equity Fund - Select Shares
X.X. Xxxxxx Equity Growth Fund - A Shares
X.X. Xxxxxx Equity Growth Fund - B Shares
X.X. Xxxxxx Equity Growth Fund - C Shares
X.X. Xxxxxx Equity Growth Fund - Select Shares
X.X. Xxxxxx Equity Growth Fund II
X.X. Xxxxxx Equity Income Fund - A Shares
X.X. Xxxxxx Equity Income Fund - B Shares
X.X. Xxxxxx Equity Income Fund - C Shares
X.X. Xxxxxx Equity Income Fund - Select Shares
X.X. Xxxxxx Mid Cap Growth Fund - A Shares
X.X. Xxxxxx Mid Cap Growth Fund - B Shares
XXXXXXX MUTUAL FUND GROUP, AND
X.X. Xxxxxx Small Cap Growth Fund - A Shares
X.X. Xxxxxx Small Cap Growth Fund - B Shares
X.X. Xxxxxx Small Cap Growth Fund - C Shares
X.X. Xxxxxx Small Cap Growth Fund - Institutional Shares
X.X. Xxxxxx Small Cap Growth Fund - Select Shares
X.X. Xxxxxx Mid Cap Value Fund - A Shares
X.X. Xxxxxx Mid Cap Value Fund - B Shares
X.X. Xxxxxx Mid Cap Value Fund - C Shares
X.X. Xxxxxx Mid Cap Value Fund - Institutional Shares
X.X. Xxxxxx Mid Cap Value Fund - Select Shares
EACH ACCOUNT IN THE FOLLOWING AMERCIAN CENTURY FUNDS REGISTERED IN THE NAME
OF X.X. XXXXXX XXXXX BANK NA (OR AN AFFILIATE), SPECIAL ACCT. BENEFIT OF
CLIENTS ATTN: XXX FAITH:
American Century Ultra Fund
American Century Select Fund
American Century International Growth Fund
American Century International Discovery Fund
American Century Value Fund
American Century California Tax Free Money Market Fund
American Century Florida Municipal Money Market Fund
American Century California Intermediate Tax Free Fund
American Century GNMA Fund
American Century California High Yield Municipal Fund
American Century Florida Intermediate Term Municipal Fund
American Century California Municipal Money Market Fund
American Century Heritage Fund
American Century Equity Income Fund
American Century California Long Term Tax Free Fund
American Century High Yield Bond Fund
American Century Real Estate Fund
American Century Growth Fund
American Century Small Cap Value Fund
(collectively, the "American Century Funds")
And
DST SYSTEMS, INC.
TABLE OF CONTENTS
Documents to be Filed with Appointment 2
Certain Representations and Warranties of DST 3
Certain Representations and Warranties of the Trust 3
Scope of Appointment 4
Limit of Authority 7
Compensation and Expenses 8
Operation of DST System 11
Indemnification 13
Certain Covenants of DST and the Trust 18
Recapitalization or Readjustment 20
Stock Certificates 20
Death, Resignation or Removal of Signing Officer 20
Future Amendments of Declaration of Trust and Bylaws 21
Instructions, Opinion of Counsel and Signatures or JPM 21
Force Majeure and Disaster Recovery Plans 21
Certification of Documents 23
Records 23
Disposition of Books, Records and Canceled Certificates 23
i
Provisions Relating to DST as Transfer Agent 23
Provisions Relating to Dividend Disbursing Agency 26
Assumption of Duties By the Trust or Agents Designated By the Trust 27
Termination of Agreement 28
Confidentiality 30
Changes and Modifications 31
Assignment and Subcontractors 32
Limitations on Liability 33
Miscellaneous 33
Exhibit A - Fee Schedule 43
Exhibit B - Authorized Personnel 50
Exhibit C - Transfer Agency Services and Systems Features 57
Exhibit D - Confidentiality Agreement for Auditors 59
Appendix I 63
ii
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT made as of the 1st day of September, 2001, by and between
each of the X.X. XXXXXX SERIES TRUST, X.X. XXXXXX FUNDS, X.X. XXXXXX
INSTITUTIONAL FUNDS, MUTUAL VARIABLE ANNUITY TRUST, MUTUAL FUND TRUST, MUTUAL
FUND SELECT GROUP, MUTUAL FUND GROUP, MUTUAL FUND SELECT TRUST, and MUTUAL FUND
INVESTMENT TRUST, each a business trust existing under the laws of the
Commonwealth of Massachusetts, the XXXXXXX MUTUAL FUND GROUP, a Maryland
corporation, X.X. XXXXXX XXXXX & CO., formerly Xxxxxx Guaranty Trust of NY, a
New York State chartered trust company and member of the Federal Reserve System,
and the X.X. XXXXXX SERIES TRUST II, a Delaware business trust,, each with a
principal place of business at 000 0xx Xxx., Xxx Xxxx, XX 00000 and each of
which is acting on its own behalf and on behalf of each of the portfolios listed
under its name in Appendix I (jointly and severally, such portfolios shall be
referred to hereinafter as the "Fund" or "Funds), and DST SYSTEMS, INC., a
corporation existing under the laws of the State of Delaware, having its
principal place of business at 0000 Xxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000
("DST"):
WITNESSETH:
WHEREAS, each Trust (as used hereinafter, the term "Trust" shall refer
jointly and severally to the X.X. Xxxxxx Series Trust, X.X. Xxxxxx Funds, X.X.
Xxxxxx Institutional Funds, X.X. Xxxxxx Series Trust II, Mutual Variable Annuity
Trust, Mutual Fund Trust, Mutual Fund Select Group, Mutual Fund Group, those
accounts in the name of X.X. Xxxxxx Chase & Co., X.X. Xxxxxx Xxxxx Bank NA or
Xxxxxx Guaranty Trust Company of New York, each further registered Special Acct.
Benefit of Clients Attn: Xxx Faith, in the previously enumerated American
Century Funds(1), Mutual Fund Investment Trust and Xxxxxxx Mutual Fund Group,
and to each Fund listed in Appendix I) is a Massachusetts or Delaware business
trust or Maryland corporation registered with the Securities and Exchange
Commission as an investment company pursuant to the Investment Company Act of
1940, as amended, which currently consists of the Funds listed under its name on
Appendix I; and WHEREAS, the Trust desires to appoint DST as Transfer Agent and
Dividend Disbursing Agent for all shares of each Fund of each Trust (the
"Shares"), and DST desires to accept such appointment;
----------
(1) Sub-accounting Services only.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. DOCUMENTS TO BE FILED WITH APPOINTMENT.
In connection with the appointment of DST as Transfer Agent and Dividend
Disbursing Agent for the Trust, there will be filed with DST the following
documents:
A. A certified copy of the votes of the Board of Trustees of the Trust
appointing DST as Transfer Agent and Dividend Disbursing Agent,
approving the form of this Agreement, and designating certain persons
to sign Certificates, if any, and give written instructions and
requests on behalf of the Trust;
B. A certified copy of the Declaration of Trust of the Trust and all
amendments thereto;
C. A certified copy of the Bylaws of the Trust;
D. Copies of Registration Statements and amendments thereto, filed with
the Securities and Exchange Commission;
E. Specimens of all forms of outstanding Certificates;
F. Specimens of the signatures of the officers of the Trust authorized to
sign Certificates and individuals authorized to sign written
instructions and requests;
G. An opinion of counsel for the Trust or Corporation, as appropriate,
with respect to:
(1) The Trust's organization and existence under the laws of its
state of organization,
(2) The status of all Shares, whether unissued or evidenced by
Certificates of the Trust, covered by the appointment under the
Securities Act of 1933, as amended, (the "'33 Act") and any other
applicable federal or state statute, and
(3) That all issued Shares are, and all unissued Shares will be when
issued, validly issued, fully paid and non-assessable.
2
2. CERTAIN REPRESENTATIONS AND WARRANTIES OF DST.
DST represents and warrants to the Trust that:
A. It is a corporation duly organized and existing and in good standing
under the laws of Delaware.
B. It is duly qualified to carry on its business in the State of
Missouri.
C. It is empowered under applicable laws and by its Articles of
Incorporation and Bylaws to enter into and perform the services
contemplated in this Agreement.
D. It is registered as a transfer agent to the extent required under the
Securities Exchange Act of 1934, as amended, (the "34 Act") and it
will remain so registered for the duration of this Agreement. It will
promptly notify the Trust in the event of any material change in its
status as a registered transfer agent. Should DST fail to be
registered with the appropriate federal agency as a transfer agent at
any time during this Agreement, the Trust may, on written notice to
DST, immediately terminate this Agreement.
E. All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
F. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
3. CERTAIN REPRESENTATIONS AND WARRANTIES OF THE TRUST.
The Trust represents and warrants to DST that:
A. It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts or the
State of Delaware, or, with respect to the Xxxxxxx Mutual Fund Group,
Inc., a Maryland corporation, or with respect to X.X. Xxxxxx Chase &
Co., a New York State chartered trust company.
B. It is, and with respect to X.X. Xxxxxx Xxxxx & Co., each Portfolio on
Appendix I under its name, an open-end, non-diversified management
investment company registered under the Investment Company Act of
1940, as amended.
C. A registration statement under the '33 Act has been filed and will be
effective with respect to all Shares offered for sale.
3
D. All requisite steps have been and will continue to be taken to
register the Shares for sale in all applicable states and such
registration will be effective at all times Shares are offered for
sale in such state.
E. The Trust is empowered under applicable laws and by its Declaration of
Trust and Bylaws to enter into and perform this Agreement.
4. SCOPE OF APPOINTMENT.
A. Subject to the conditions and termination of provisions set forth in
this Agreement, the Trust hereby appoints DST as Transfer Agent and
Dividend Disbursing Agent for the Shares and for the Shares of future
portfolios of the Trust (Appendix I shall be automatically deemed to
be revised to include such future portfolio(s)).
B. DST hereby accepts such appointment and agrees that it will act as the
Trust's Transfer Agent and Dividend Disbursing Agent. DST agrees that
it will also act as agent in connection with the Trust's periodic
withdrawal payment accounts and other open accounts or similar plans
for shareholders, if any.
C. The Trust agrees to use its best efforts to deliver to DST in Kansas
City, Missouri, as soon as they are available, all of its shareholder
account records for any new Fund of the Trust.
D. DST, utilizing TA2000(TM), DST's computerized data processing system
for securityholder accounting (the "TA2000(TM) System"), will perform
the following services as transfer and dividend disbursing agent for
the Trust, and as agent of the Trust for shareholder accounts thereof,
in a timely manner: issuing (including countersigning), transferring
and canceling share certificates; maintaining all shareholder
accounts; providing transaction journals; once annually preparing
shareholder meeting lists for use in connection with the annual
meeting and certifying the shareholder votes of the Trust; mailing
shareholder reports and prospectuses; withholding, as required by
federal law, taxes on shareholder accounts, disbursing income
dividends and capital gains distributions to shareholders, preparing,
filing and mailing U.S. Treasury Department Forms 1099, 1042, and
1042S and performing and paying backup withholding as required for all
shareholders; preparing and mailing confirmation forms to shareholders
and dealers, as instructed, for all purchases and liquidations of
shares of the Trust and other
4
transactions in shareholders' accounts requiring confirmation under
applicable law; recording reinvestment of dividends and distributions
in Shares; providing or making available on-line daily and monthly
reports as both are regularly provided by the TA2000(TM) System and as
requested by the Trust or its management company; maintaining those
records necessary to carry out DST's duties hereunder, including all
information reasonably required by the Trust to account for all
transactions in the Shares, calculating the appropriate sales charge
with respect to each purchase of the Shares as set forth in the
prospectus for the Trust, determining the portion of each sales charge
payable to the dealer participating in a sale in accordance with
schedules delivered to DST by the Trust's principal underwriter or
distributor (hereinafter "principal underwriter") from time to time,
disbursing dealer commissions collected to such dealers, determining
the portion of each sales charge payable to such principal underwriter
and disbursing such commissions to the principal underwriter;
receiving correspondence pertaining to any former, existing or new
shareholder account, processing such correspondence for proper
recordkeeping, and responding promptly to shareholder correspondence;
mailing to dealers confirmations of wire order trades; mailing copies
of shareholder statements to shareholders and dealers in accordance
with the Trust's instructions; processing, generally on the date of
receipt, purchases or redemptions or instructions to settle any mail
or wire order purchases or redemptions received in proper order as set
forth in the prospectus, rejecting promptly any requests not received
in proper order (as defined by the Trust, the Trust's agents or
prospectus, or the Procedures, as hereinafter defined), and causing
exchanges of shares to be executed in accordance with the Trust's
instructions and prospectus, the Procedures and the general exchange
privilege applicable; operating the order desk on behalf of the Trust
for the purpose of taking trade orders from broker-dealers and
institutions, confirming orders on "T+1" (Trade Date Plus One),
monitoring the settlement of such orders and advising the Trust once
such orders become delinquent based upon the Trust's guidelines;
monitoring "as of's" and advising broker-dealers of the necessity to
reimburse the Trust when the as of loss from a transaction exceeds the
thresholds
5
established by the Trust; and monitoring, administering and updating
(but not verifying the accuracy of) the MENTAP/Market Advisor
database.
E. At the request of Trust, DST shall use reasonable efforts to provide
the services set forth in Section 4.D. other than through DST's usual
methods and procedures to utilize the TA2000 System, that is by
performing services requiring more manual intervention by DST, either
in the entry of data or in the modification or amendment of reports
generated by the TA2000 System, or where information is provided to
DST after the commencement of the nightly processing cycle of the
TA2000 System, thereby decreasing the effective time for performance
by DST (the "Exception Services").
F. DST shall use reasonable efforts to provide, reasonably promptly under
the circumstances, the same services with respect to any new,
additional functions or features or any changes or improvements to
existing functions or features as provided for in the Trust's
instructions, prospectus or application as amended from time to time,
for the Trust; provided (i) DST is advised in advance by the Trust of
any changes therein and (ii) the TA2000(TM) System and the mode of
operations utilized by DST, as then constituted, supports such
additional functions and features. If any addition to, improvement of
or change in the features and functions currently provided by the
TA2000(TM) System or the operations as requested by the Trust requires
an enhancement or modification to the TA2000(TM) System or to
operations as presently conducted by DST, DST shall not be liable
therefore until such modification or enhancement is installed on the
TA2000(TM) System or new mode of operation is instituted. If any new,
additional function or feature or change or improvement to existing
functions or features or new service or mode of operation measurably
increases DST's cost of performing the services required hereunder at
the current level of service, DST shall advise the Trust of the amount
of such increase and if the Trust elects to utilize such function,
feature or service, DST shall be entitled to increase its fees by the
amount of the increase in costs. In no event shall DST be responsible
for or liable to provide any additional function, feature, improvement
or change in method of operation requested by the Trust until it has
consented thereto in writing.
6
G. The Trust shall have the right to add all new Funds of the Trust to
the TA2000(TM) System, provided that the Trust provides DST with at
least thirty (30) days' prior written notice and provided, further,
that the requirements of the new series are generally consistent with
services then being provided by DST under this Agreement. Rates or
charges for additional Funds shall be as set forth in Exhibit A, as
hereinafter defined, for the remainder of the contract term except as
such Fund uses functions, features or characteristics for which DST
has imposed an additional charge as part of its standard pricing
schedule. In the latter event, rates and charges shall be in
accordance with DST's then-standard pricing schedule. Notwithstanding
the foregoing, nothing herein is intended to, nor does it, prohibit
the Trust from offering Funds under a "private label" arrangement
whereby such Funds consist of omnibus accounts whose shareowner
detail, reflecting ownership of the shares of the omnibus account, are
maintained on another shareholder accounting and recordkeeping system
other than on the TA2000 System.
5. LIMIT OF AUTHORITY.
Unless otherwise expressly limited by the resolution of appointment or by
subsequent action by the Trust, the appointment of DST as Transfer Agent
will be construed to cover the full amount of authorized stock of the class
or classes for which DST is appointed as the same will, from time to time,
be constituted, and any subsequent increases in such authorized amount.
In case of such increase the Trust will file with DST:
A. If the appointment of DST was theretofore expressly limited, a
certified copy of a resolution of the Board of Trustees of the Trust
increasing the authority of DST;
B. A certified copy of the amendment to the Declaration of Trust of the
Trust authorizing the increase of stock;
C. A certified copy of the order or consent of each governmental or
regulatory authority required by law to consent to the issuance of the
increased stock, or an opinion of counsel that the order or consent of
no other governmental or regulatory authority is required;
D. Opinion of counsel for the Trust stating:
7
(1) The status of the additional shares of stock of the Trust under
the `33 Act and any other applicable federal or state statute;
and
(2) That the additional shares are, or when issued will be, validly
issued, fully paid and non-assessable.
6. COMPENSATION AND EXPENSES.
A. In consideration for its services hereunder as Transfer Agent and
Dividend Disbursing Agent, the Trust will pay to DST, from time to
time, a reasonable compensation for all services rendered as Agent
and, also, all DST's reasonable billable expenses, charges, counsel
fees, and other disbursements ("Compensation and Expenses") incurred
in connection with the agency. "Expenses" are more fully described in
Section 6.B. of this Agreement. Such Compensation and Expenses are set
forth in a separate schedule previously agreed to by the Trust and
DST, a copy of which is attached hereto as Exhibit A. If the Trust has
not paid such Compensation and Expenses to DST within a reasonable
time, DST may charge against any monies held under this Agreement, the
amount of any Compensation and Expenses for which it shall be entitled
to reimbursement under this Agreement.
B. The Trust also agrees promptly to reimburse DST for all reasonable
billable expenses or disbursements incurred by DST in connection with
the performance of services under this Agreement including, but not
limited to: expenses for postage; express delivery services; freight
charges; envelopes, checks, drafts, forms (continuous or otherwise);
specially requested reports and statements; telephone calls;
telegraphs; stationery supplies; counsel fees incurred in connection
with the review of the legal sufficiency of documentation provided by
a shareholder or otherwise as to the advisability of complying with
the request or instruction of a shareholder or person purporting to
act on behalf of a shareholder; outside printing and mailing firms
(including DST Output, Inc. and its affiliates ["DST Output"]);
magnetic tapes, reels or cartridges (if sent to the Trust or to a
third party at the Trust's request) and magnetic tape handling
charges; off-site record storage and media for storage of records
(e.g., microfilm, microfiche, optical platters, computer tapes);
computer equipment installed at the Trust's request at the Trust's or
a third party's premises; telecommunications equipment and
telephone/telecommunication
8
lines between the Trust and its agents, on one hand, and DST on the
other; proxy soliciting, processing and/or tabulating costs;
second-site backup computer facility; transmission of statement data
for remote printing or processing other than by DST Output (at a
charge of .035/record); and National Securities Clearing Corporation
("NSCC") transaction fees to the extent any of the foregoing are paid
or incurred by DST. The Trust agrees to pay postage expenses at least
one day in advance if so requested. In addition, any other expenses
incurred by DST at the request or with the consent of the Trust will
be promptly reimbursed by the Trust.
C. Amounts due hereunder shall be due and paid on or before the thirtieth
(30th) calendar day after receipt of the statement therefor by the
Trust (the "Due Date"). The Trust is aware that its failure to pay all
amounts in a timely fashion so that they will be received by DST on or
before the Due Date will give rise to costs to DST not contemplated by
this Agreement, including but not limited to carrying, processing and
accounting charges. Accordingly, subject to Section 6.D. hereof, in
the event that any amounts due hereunder are not received by DST by
the Due Date, the Trust shall pay a late charge equal to the lesser of
the maximum amount permitted by applicable law or the product of one
and one-half (1 1/2) percentage points per month times the amount
overdue, times the number of days from the Due Date up to and
including the day on which payment is received by DST. The parties
hereby agree that such late charge represents a fair and reasonable
computation of the costs incurred by reason of late payment or payment
of amounts not properly due. Acceptance of such late charge shall in
no event constitute a waiver of the Trust's or DST's default or
prevent the non-defaulting party from exercising any other rights and
remedies available to it.
D. In the event that any charges are disputed, the Trust shall, on or
before the Due Date, pay all undisputed amounts due hereunder and
notify DST in writing of any disputed charges for billable expenses
which it is disputing in good faith. Payment for such disputed charges
shall be due on or before the close of the fifth (5th) business day
after the day on which DST provides to the Trust documentation which
an objective observer would agree reasonably supports the disputed
charges (the
9
"Revised Due Date"). Late charges shall not begin to accrue as to
charges disputed in good faith until the first business day after the
Revised Due Date.
E. The fees and charges set forth on Exhibit A shall increase or may be
increased as follows:
(1) On the first day of each anniversary of this Agreement, subject
to Note E of Exhibit A;
(2) DST may increase the fees and charges set forth on Exhibit A upon
at least ninety (90) days prior written notice, if changes in
existing laws, rules or regulations: (i) require substantial
system modifications or (ii) materially increase DST's cost of
performance hereunder;
(3) DST may charge for additional features of TA2000 used by the
Trust which features are not consistent with the Trust's current
processing requirements; and
(4) In the event DST, at the Trust's request or direction, performs
Exception Services, DST shall be entitled to increase the fees
and charges for such Exception Services from those set forth on
Exhibit A to the extent such Exception Services increase DST's
cost of performance.
If DST notifies the Trust of an increase in fees or charges pursuant
to subparagraph (2) of this Section 6.E., the parties shall confer,
diligently and in good faith and agree upon a new fee to cover the
amount necessary, but not more than such amount, to reimburse DST for
the Trust's aliquot portion of the cost of developing the new software
to comply with regulatory charges and for the increased cost of
operation.
If DST notifies the Trust of an increase in fees or charges under
subparagraphs (3) or (4) of this Section 6.E., the parties shall
confer, diligently and in good faith, and agree upon a new fee to
cover such new Trust feature.
7. OPERATION OF DST SYSTEM.
In connection with the performance of its services under this Agreement,
DST is responsible for such items as:
A. That entries in DST's records, and in the Trust's records on the
TA2000(TM) System created by DST and DST's affiliates, accurately
reflect the orders, instructions, and
10
other information received by DST and such affiliates from the Trust,
the Trust's distributor, manager or principal underwriter, X.X. Xxxxxx
Fund Distributors, Inc, Xxxxx Xxxxxxx Asset Management, (USA) Inc. or
any successor of any of the foregoing (all hereinafter referred to as
"JPM") and its affiliates, entities from whom JPM or the Trust have
directed DST to accept orders, instructions or other information, the
Trust's investment adviser, banks or other entities which DST has been
advised by the Trust or JPM are affiliated with or a correspondent of
JPM, or the Trust's administrator (each of the foregoing being an
"Authorized Person"), broker-dealers or shareholders (existing or
new). DST has currently been instructed, by way of example and not
limitation, to accept telephone instructions from any person
reasonably believed by DST to be a representative of an Authorized
Person, to accept third party checks initiated by or received from or
through a broker/dealer or a JPM-customer relationship, to accept
transactions and documentation by fax in accordance with the
guidelines established by an Authorized Person, to allow corporations,
partnerships, trusts and other accounts not registered in the name of
a single individual and individually owned accounts to have telephone
or "VOICE" transaction processing privileges (the "Privileges"), to
establish Privileges on all accounts unless the establishing
shareholder explicitly directs that telephone exchanges and
redemptions not be permitted and to accept and to effectuate
transmissions and trades entered on a remote basis by JPM and banks
affiliated with JPM (without verification of the contents of such
transmissions and trades);
B. That shareholder lists, shareholder account verifications,
confirmations and other shareholder account information to be produced
from its records or data be available and accurately reflect the data
in the Trust's records on the TA2000(TM) System;
C. The accurate and timely issuance of dividend and distribution checks
in accordance with instructions received from the Trust and the data
in the Trust's records on the TA2000(TM) System;
D. That redemption transactions and payments be effected timely, to be
processed under normal circumstances on the day of receipt, and
accurately in accordance with redemption instructions received by DST
from Authorized Persons, broker-dealers or shareholders and the data
in the Trust's records on the TA2000(TM) System;
11
E. The deposit daily in the Trust's appropriate special bank account of
all checks and payments received by DST from NSCC, broker-dealers or
shareholders for investment in shares;
F. Notwithstanding anything herein to the contrary, with respect to "as
of" adjustments, DST will not assume one hundred percent (100%)
responsibility for losses resulting from "as of's" due to clerical
errors or misinterpretations of shareholder instructions, but DST will
discuss with the Fund DST's accepting liability for an "as of" on a
case-by-case basis and may accept financial responsibility for a
particular situation resulting in a financial loss to the Fund where
such loss is "material", as hereinafter defined, and, under the
particular facts at issue, DST in its discretion believes DST's
conduct was culpable and DST's conduct is the sole cause of the loss.
A loss is "material" for purposes of this Section 7.F. when it results
in a pricing error on a given day which is (i) greater than a
negligible amount per shareholder, (ii) equals or exceeds one ($.01)
full cent per share times the number of shares outstanding or (iii)
equals or exceeds the product of one-half of one percent (1/2%) times
Fund's Net Asset Value per share times the number of shares
outstanding (or, in case of (ii) or (iii), such other amounts as may
be adopted by applicable accounting or regulatory authorities from
time to time). When DST concludes that it should contribute to the
settlement of a loss, DST's responsibility will commence with that
portion of the loss over $0.01 per share calculated on the basis of
the total value of all shares owned by the affected portfolio (i.e.,
on the basis of the value of the shares of the total portfolio,
including all classes of that portfolio, not just those of the
affected class);
G. The requiring of proper forms of instructions, signatures and
signature guarantees and any necessary documents supporting the
opening of shareholder accounts, transfers, redemptions and other
shareholder account transactions, all in conformance with DST's
present procedures as set forth in its Legal Manual, Third Party Check
Procedures, Checkwriting Draft Procedures, and Signature Guarantee
Procedures (collectively the "Procedures") with such changes or
deviations therefrom as may be from time to time required or approved
by the Trust, its investment adviser or principal underwriter, or its
or DST's counsel and the rejection
12
of orders or instructions not in good order in accordance with the
applicable prospectus or the Procedures; and
H. The maintenance of a current, duplicate set of the Trust's essential
records at a secure separate location, in a form available and usable
forthwith in the event of any breakdown or disaster disrupting its
main operation.
8. INDEMNIFICATION.
A. DST shall at all times act in good faith and agrees to use its best
efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement. DST shall provide its
services hereunder in accordance with the '34 Act, and other Federal
laws, rules and regulations of governmental authorities having
jurisdiction over DST. In the absence of bad faith, willful
misconduct, knowing violations of applicable law pertaining to the
manner in which transfer agency services are to be performed by DST
(excluding any violations arising directly or indirectly out of the
actions or omissions to act of third parties unaffiliated with DST),
reckless disregard of the performance of its duties, or negligence on
its part, DST shall not be liable for any action taken, suffered, or
omitted by it or for any error of judgment made by it in the
performance of its duties under this Agreement. For those activities
or actions delineated in the Procedures, DST shall be presumed to have
used reasonable care, due diligence and acted in good faith if it has
acted in accordance with the Procedures, copies of which have been
provided to the Trust and reviewed and approved by the Trust's
counsel, as amended from time to time with approval of counsel, or for
any deviation therefrom approved by the Trust or DST counsel.
B. DST shall not be responsible for, and the Trust shall indemnify and
hold DST harmless from and against, any and all losses, damages,
reasonable costs, reasonable charges, reasonable counsel fees,
payments, reasonable expenses and liability (the "Adverse
Consequences") which may be asserted against DST or for which DST may
be held to be liable, arising out of or attributable to:
(1) All actions of DST required to be taken by DST pursuant to this
Agreement, provided that DST has acted in good faith and with due
diligence and reasonable care;
13
(2) The Trust's refusal or failure to comply with the terms of this
Agreement, the Trust's negligence or willful misconduct, or the
breach of any representation or warranty of the Trust hereunder;
(3) The good faith reliance on, or the carrying out of, any written
or oral instructions or requests of persons designated by the
Trust in writing (see Exhibit B) from time to time as authorized
to give instructions on its behalf or representatives of an
Authorized Person or DST's good faith reliance on, or use of,
information, data, records and documents received from, or which
have been prepared and/or maintained by the Trust, its investment
advisor, its sponsor or its principal underwriter;
(4) Defaults by dealers or shareowners with respect to payment for
share orders previously entered;
(5) The offer or sale of Shares in violation of any requirement under
federal securities laws or regulations or the securities laws or
regulations of any state or in violation of any stop order or
other determination or ruling by any federal agency or state with
respect to the offer or sale of such shares in such state (unless
such violation results from DST's failure to comply with written
instructions of the Trust or of any officer of the Trust that no
offers or sales be input into the Trust's securityholder records
in or to residents of such state);
(6) Any error or mistake of the Trust, any Authorized Person, and any
agent designated by the Trust in the use of the TA2000(TM)
System, the data center, computer and related equipment used to
access the TA2000(TM) System (the "DST Facilities"), and control
procedures relating thereto in the verification of output and in
the remote input of data;
(7) Errors, inaccuracies, and omissions in, or errors, inaccuracies
or omissions of DST arising out of or resulting from such errors,
inaccuracies and omissions in, the Trust's records, shareholder
and other records, delivered to DST hereunder by the Trust or its
prior agent(s);
14
(8) Actions or omissions to act by the Trust or agents designated by
the Trust with respect to duties assumed thereby as provided for
in Section 21 hereof; and
(9) DST's performance of Exception Services except where DST acted or
omitted to act in bad faith, with reckless disregard of its
obligations or with gross negligence.
C. Except where DST is entitled to indemnification under Section 8.B.
hereof and with respect to "as of's" set forth in Section 7.F., DST
shall indemnify and hold the Trust harmless from and against any and
all Adverse Consequences arising out of DST's failure to comply with
the terms of this Agreement or arising out of or attributable to DST's
negligence, willful misconduct or reckless disregard of its
obligations under this Agreement or DST's breach of any of its
representations or warranties under this Agreement. In the event that
any claim is asserted against DST under this Agreement for any reason
other than DST's bad faith, willful misconduct or gross negligence,
DST's liability with respect to, arising from or arising in connection
with this Agreement, or from all services provided or omitted to be
provided under this Agreement, whether in contract, or in tort, or
otherwise, is limited to, and shall not exceed, the amounts paid
hereunder by the Trust to DST as fees and charges, but not including
reimbursable expenses, during the previous twelve (12) months (the
"Liability Limitation Amount").
D. EXCEPT FOR VIOLATIONS OF SECTION 23, IN NO EVENT AND UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO
ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY, FOR
CONSEQUENTIAL DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY
PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY
THEREOF.
E. Promptly after receipt by an indemnified person of notice of the
commencement of any action, such indemnified person will, if a claim
in respect thereto is to be made against an indemnifying party
hereunder, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying
party will
15
not relieve an indemnifying party from any liability that it may have
to any indemnified person for contribution or otherwise under the
indemnity agreement contained herein except to the extent it is
prejudiced as a proximate result of such failure to timely notify. In
case any such action is brought against any indemnified person and
such indemnified person seeks or intends to seek indemnity from an
indemnifying party, the indemnifying party will be entitled to
participate in, and, to the extent that it may wish, assume the
defense thereof (in its own name or in the name and on behalf of any
indemnified party or both with counsel reasonably satisfactory to such
indemnified person); provided, however, if the defendants in any such
action include both the indemnified person and an indemnifying party
and the indemnified person shall have reasonably concluded that there
may be a conflict between the positions of the indemnified person and
an indemnifying party in conducting the defense of any such action or
that there may be legal defenses available to it and/or other
indemnified persons which are inconsistent with those available to an
indemnifying party, the indemnified person or indemnified persons
shall have the right to select one separate counsel (in addition to
local counsel) to assume such legal defense and to otherwise
participate in the defense of such action on behalf of such
indemnified person or indemnified persons at such indemnified party's
sole expense. Upon receipt of notice from an indemnifying party to
such indemnified person of its election so to assume the defense of
such action and approval by the indemnified person of counsel, which
approval shall not be unreasonably withheld (and any disapproval shall
be accompanied by a written statement of the reasons therefor), the
indemnifying party will not be liable to such indemnified person
hereunder for any legal or other expenses subsequently incurred by
such indemnified person in connection with the defense thereof. An
indemnifying party will not settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified
persons are actual or potential parties to such claim, action, suit or
proceeding) unless such settlement, compromise or consent includes an
unconditional release of each indemnified person from all liability
arising out of
16
such claim, action, suit or proceeding. An indemnified party will not,
without the prior written consent of the indemnifying party, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder. If it
does so, it waives its right to indemnification therefor.
F. In any case an indemnifying person may be asked to indemnify or save
an indemnified person harmless, the indemnified person shall use
reasonable care to (i) fully and promptly advise the indemnifying
person of all pertinent facts concerning the situation in question,
and (ii) timely advise the indemnifying person of any matter as to
which the indemnified person is aware that a claim which may give rise
to Adverse Consequences has been asserted or is being threatened and
appears reasonably likely to be asserted.
9. CERTAIN COVENANTS OF DST AND THE TRUST.
A. All requisite steps will be taken by the Trust from time to time when
and as necessary to register the Shares for sale in all states in
which the Shares shall at the time be offered for sale and require
registration. If at any time the Trust receives notice of any stop
order or other proceeding in any such state affecting such
registration or the sale of the Shares, or of any stop order or other
proceeding under the federal securities laws affecting the sale of the
Shares, the Trust will give prompt notice thereof to DST.
B. DST hereby agrees to perform such transfer agency functions as are set
forth in Section 4.D. above and Exhibit C, to establish and to
maintain facilities and procedures reasonably acceptable to the Trust
for safekeeping of Certificates, check forms, and facsimile signature
imprinting devices, if any, and for the preparation or use, and the
keeping account of, such Certificates, forms and devices, and to carry
such insurance as DST considers adequate and reasonably available.
C. To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and Rules thereunder, DST agrees that all records
maintained by DST relating to the services to be performed by DST
under this Agreement are the property of the Trust and will be
preserved and will be surrendered promptly to the Trust on request.
17
D. DST agrees to furnish the Trust annual reports of (i) DST's financial
condition, consisting of a balance sheet, earnings statement and any
other financial information reasonably requested by the Trust, and
(ii) a report in accordance with Statements on Auditing Standards No.
70 (the "SAS 70 Report"). The annual financial statements will be
certified by DST's certified public accountants.
E. DST represents and agrees that it will use its best efforts within
reasonable limits to keep current on the trends of the investment
company industry relating to shareholder services and will use its
best efforts to continue to modernize and improve. Notwithstanding the
foregoing, (i) DST shall not be liable for failing to make any
modification or improvement as to the necessity of which the Fund has
not advised DST in writing and (ii) for any delay in the
implementation of such modification or improvement where DST
reasonably requires more time than was permitted by circumstances or
such regulations.
F. DST will permit the Trust and its authorized representatives to make
periodic inspections of its operations as such would involve the Trust
at reasonable times during business hours subject to such authorized
representatives' execution of DST's "Confidentiality and Limited Use
Agreement, a blank copy of which is attached hereto as Exhibit D.
G. DST agrees to use its best efforts to provide in Kansas City at the
Trust's expense two (2) man weeks of training for the Trust's
personnel in connection with use and operation of the TA2000(TM)
System. All travel and reimbursable expenses incurred by the Trust's
personnel in connection with and during training at DST's Facility
shall be borne by the Trust. At the Trust's option and expense, DST
also agrees to use its best efforts to provide an additional two (2)
man weeks of training at the Trust's facility for the Trust's
personnel in connection with the conversion to the TA2000(TM) System.
Reasonable travel, per diem and reimbursable expenses incurred by DST
personnel in connection with and during training at the Trust's
facility or in connection with the conversion shall be borne by the
Trust.
H. DST shall reasonably cooperate with the Trust's independent public
accountants and shall take all reasonable action in the performance of
its obligations under this Agreement to assure that all readily
necessary information is made available to such
18
accountants for the expression of their opinion as such may be
required from time to time. Special reports or information may be
charged for. A report is "Special" if it is not regularly produced by
TA2000(TM) or requires special programming.
10. RECAPITALIZATION OR READJUSTMENT.
In case of any recapitalization, readjustment or other change in the
capital structure of the Trust requiring a change in the form of
Certificates, DST will issue or register Certificates in the new form in
exchange for, or in transfer of, the outstanding Certificates in the old
form, upon receiving:
A. Written instructions from an officer of the Trust;
B. Certified copy of the amendment to the Declaration of Trust or other
document effecting the change;
C. Certified copy of the order or consent of each governmental or
regulatory authority, required by law to the issuance of the stock in
the new form, and an opinion of counsel that the order or consent of
no other government or regulatory authority is required;
D. Specimens of the new Certificates in the form approved by the Board of
Trustees of the Trust, with a certificate of the Secretary of the
Trust as to such approval;
E. Opinion of counsel for the Trust stating:
(1) The status of the shares of stock of the Trust in the new form
under the '33 Act, as amended and any other applicable federal or
state statute; and
(2) That the issued shares in the new form are, and all unissued
shares will be when registered, validly issued, fully paid and
nonassessable.
11. STOCK CERTIFICATES ("CERTIFICATES").
The Trust will furnish DST with a sufficient supply of blank Certificates
and from time to time will renew such supply upon the request of DST. Such
Certificates will be signed manually or by facsimile signatures of the
officers of the Trust authorized by law and by bylaws to sign Certificates,
and if required, will bear the corporate seal or facsimile thereof.
12. DEATH, RESIGNATION OR REMOVAL OF SIGNING OFFICER.
The Trust will file promptly with DST written notice of any change in the
officers authorized to sign Certificates, written instructions or requests,
together with a revised Exhibit B. In case any officer of the Trust who
will have signed manually or whose
19
facsimile signature will have been affixed to blank Certificates will die,
resign, or be removed prior to the issuance of such certificates, DST may
issue or register such Certificates as the Certificates of the Trust
notwithstanding such death, resignation, or removal, until specifically
directed to the contrary by the Trust in writing. In the absence of such
direction, the Trust will file promptly with DST such approval, adoption,
or ratification as may be required by law.
13. FUTURE AMENDMENTS OF DECLARATION OF TRUST AND BYLAWS.
The Trust will promptly file with DST copies of all material amendments to
its Declaration of Trust or Bylaws made after the date of this Agreement.
14. INSTRUCTIONS, OPINION OF COUNSEL AND SIGNATURES OF JPM.
Any time DST shall be in doubt as to any proposed or requested action or
omission to be taken or omitted by it, DST may apply to any person
authorized by the Trust to give instructions to DST. DST may with the
approval of a Trust officer consult with legal counsel for the Trust or may
consult with DST's own legal counsel at DST's own expense, with respect to
any matter involving a question of law involved in any action to be taken
or omitted by DST in connection with the agency. DST will not be liable for
any action taken or omitted by it in good faith in reliance upon such
instructions or upon the opinion of such counsel. Notwithstanding the
foregoing, the Trust shall reimburse DST for outside counsel fees incurred
in connection with the review of the legal sufficiency of documentation
provided by a shareholder or otherwise as to the advisability of complying
with the request of a shareholder or person purporting to act on behalf of
a shareholder. DST will be protected in acting upon any paper or document
reasonably believed by it to be genuine and to have been signed by the
proper person or persons and will not be held to have notice of any change
of authority of any person, until receipt of written notice thereof from
the Trust. It will also be protected in recognizing Certificates which it
reasonably believes to bear the proper manual or facsimile signatures of
the officers of the Trust, and the proper countersignature of any former
Transfer Agent or Registrar, or of a co-Transfer Agent or co-Registrar.
15. FORCE MAJEURE AND DISASTER RECOVERY PLANS.
A. DST shall not be responsible or liable for its failure or delay in
performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by
20
circumstances beyond its reasonable control, including, without
limitation: any interruption, loss or malfunction or any utility,
transportation, computer (hardware or software) or communication
service; inability to obtain labor, material, equipment or
transportation, or a delay in mails; governmental or exchange action,
statute, ordinance, rulings, regulations or direction; war, strike,
riot, emergency, civil disturbance, terrorism, vandalism, explosions,
labor disputes, freezes, floods, fires, tornadoes, acts of God or
public enemy, revolutions, or insurrection; or any other cause,
contingency, circumstance or delay not subject to DST's reasonable
control which prevents or hinders DST's performance hereunder.
B. DST currently maintains an agreement with a third party whereby DST is
to be permitted to use on a "shared use" basis a "hot site" (the
"Recovery Facility") maintained by such party in event of a disaster
rendering the DST Facilities inoperable. DST has developed and is
continually revising a business contingency plan (the "Business
Contingency Plan") detailing which, how, when, and by whom data
maintained by DST at the DST Facilities will be installed and operated
at the Recovery Facility. Provided the Trust is paying its pro rata
portion of the charge therefor, DST would, in event of a disaster
rendering the DST Facilities inoperable, use reasonable efforts to
convert the TA2000(TM) System containing the designated Trust data to
the computers at the Recovery Facility in accordance with the then
current Business Contingency Plan.
C. DST also currently maintains, separate from the area in which the
operations which provides the services to the Trust hereunder are
located, a Crisis Management Center consisting of phones, computers
and the other equipment necessary to operate a full service transfer
agency business in the event one of its operations areas is rendered
inoperable. The transfer of operations to other operating areas or to
the Crisis Management Center is also covered in DST's Business
Contingency Plan.
21
16. CERTIFICATION OF DOCUMENTS.
The required copy of the Declaration of Trust of the Trust and copies of
all amendments thereto will be certified by the Secretary of State (or
other appropriate official) of the State of Incorporation, and if such
Declaration of Trust and amendments are required by law to be also filed
with a county, city or other officer of official body, a certificate of
such filing will appear on the certified copy submitted to DST. A copy of
the order or consent of each governmental or regulatory authority required
by law to the issuance of the stock will be certified by the Secretary or
Clerk of such governmental or regulatory authority, under proper seal of
such authority. The copy of the Bylaws and copies of all amendments
thereto, and copies of resolutions of the Board of Trustees of the Trust,
will be certified by the Secretary or an Assistant Secretary of the Trust
under the Trust's seal.
17. RECORDS.
DST will maintain customary records in connection with its agency, and
particularly will maintain those records required to be maintained pursuant
to subparagraph (2) (iv) of paragraph (b) of Rule 31a-1 under the
Investment Company Act of 1940, if any.
18. DISPOSITION OF BOOKS, RECORDS AND CANCELED CERTIFICATES.
DST may send periodically to the Trust, or to where designated by the
Secretary or an Assistant Secretary of the Trust, all books, documents, and
all records no longer deemed needed for current purposes and Certificates
which have been canceled in transfer or in exchange, upon the understanding
that such books, documents, records, and Certificates will be maintained by
the Trust under and in accordance with the requirements of Section 17Ad-7
adopted under the Securities Exchange Act of 1934. Such materials will not
be destroyed by the Trust without the consent of DST (which consent will
not be unreasonably withheld), but will be safely stored for possible
future reference.
19. PROVISIONS RELATING TO DST AS TRANSFER AGENT.
A. DST will make original issues of Certificates upon written request of
an officer of the Trust and upon being furnished with a certified copy
of a resolution of the Board of Trustees authorizing such original
issue, an opinion of counsel as outlined in subparagraphs 1.G. and
5.D. of this Agreement, any documents required by Sections 5. or 10.
of this Agreement, and necessary funds for the payment of any original
issue tax.
22
B. Before making any original issue of Certificates of the Trust will
furnish DST with sufficient funds to pay all required taxes on the
original issue of the stock, if any. The Trust will furnish DST such
evidence as may be required by DST to show the actual value of the
stock. If no taxes are payable DST will be furnished with a certified
statement from an officer of the Trust to that effect.
C. Shares of stock represented by Certificates will be transferred and
new Certificates issued in transfer, or Shares of stock accepted for
redemption and funds remitted therefor, or book entry transfer be
effected, upon surrender of the old Certificates in form or receipt by
DST of instructions deemed by DST properly endorsed for transfer or
redemption accompanied by such documents as DST may deem necessary to
evidence the authority of the person making the transfer or
redemption. DST reserves the right to refuse to transfer or redeem
Shares until it is satisfied that the endorsement or signature on the
Certificate or any other document is valid and genuine, and for that
purpose it may require a guaranty of signature in accordance with the
Signature Guarantee Procedures. DST will incur no liability and shall
be indemnified and held harmless by the Fund for any action taken by
it in accordance with an instruction bearing what purports to be a
signature guarantee or medallion of an Eligible Guarantor Institution
or otherwise in accordance with DST's Signature Guarantee Procedures
adopted pursuant to 17 C.F.R. Section 240.17Ad-15 under the Securities
and Exchange Act of 1934. DST also reserves the right to refuse to
transfer or redeem shares until DST is satisfied that the requested
transfer or redemption is legally authorized, and it will incur no
liability for the refusal in good faith to make transfers or
redemptions which, in its reasonable judgment, are improper or
unauthorized. Authority to perform a redemption shall be suspended
when the Trust suspends the shareholders' right of redemption provided
that the Trust delivers written notice of such suspension to DST. DST
may, in effecting transfers or redemptions, rely upon Simplification
Acts, UNIFORM COMMERCIAL CODE or other statutes which protect it and
the Trust in not requiring complete fiduciary documentation. In cases
in which DST is not directed or otherwise required to maintain the
consolidated records of shareholder's accounts, DST will not be liable
for any loss which may arise by reason of not having such records.
23
D. When mail is used for delivery of Certificates, DST will forward
Certificates in "nonnegotiable" form by first class or registered mail
and Certificates in "negotiable" form by registered mail, all such
mail deliveries to be covered while in transit to the addressee by
insurance arranged for by DST.
E. DST will issue and mail subscription warrants, Certificates
representing stock dividends, exchanges or split ups, or act as
Conversion Agent upon receiving written instructions from any officer
of the Trust and such other documents as DST deems necessary.
F. DST will issue, transfer, and split up Certificates and will issue
Certificates of stock representing full Shares upon surrender of scrip
certificates aggregating one full share or more when presented to DST
for that purpose upon receiving written instructions from an officer
of the Trust and such other documents as DST may deem necessary.
G. DST may issue new Certificates in place of Certificates represented to
have been lost, destroyed, stolen or otherwise wrongfully taken upon
receiving instructions from the Trust and indemnity satisfactory to
DST and the Trust, and may issue new Certificates in exchange for, and
upon surrender of, mutilated Certificates. Such instructions from the
Trust will be in such form as will be approved by the Board of
Trustees of the Trust and will be in accordance with the provisions of
law and the bylaws of the Trust governing such matter.
H. DST will supply a shareholder's list to the Trust for its annual
meeting upon receiving a request from an officer of the Trust. It will
also, at the expense of the Trust, supply lists at such other times as
may be requested by an officer of the Trust.
I. Upon receipt of written instructions of an officer of the Trust, DST
will, at the expense of the Trust, address and mail notices to
shareholders.
J. In case of any request or demand for the inspection of the
securityholder files or stock books of the Trust or any other books or
records in the possession of the Trust in DST's possession, DST will
not permit such inspection, except (i) after prior notification to and
approval in writing by the Trust or Advisor as appropriate, which
approval shall not be unreasonably withheld and may not be withheld or
delayed where DST may be exposed to civil or criminal contempt
proceedings for failure to
24
comply when requested to divulge such information by duly constituted
authorities, or (ii) when so requested by the Trust or an Authorized
Person. Nothing in the foregoing is intended to, nor does it, prohibit
or deny to DST the right to disclose information requested by
subpoena, Court Order, administrative order or request issued by a
federal, state or local authority purporting to be issued under
statutory authority or a self-regulatory organization registered under
the '34 Act. DST shall use reasonable efforts to advise the Trust
concerning subpoenas received for records of the Trust and, upon being
so advised, the Trust shall be responsible for handling and responding
thereto.
20. PROVISIONS RELATING TO DIVIDEND DISBURSING AGENCY.
A. DST will, at the expense of the Trust, provide a special form of check
containing the imprint of any device or other matter desired by the
Trust. Said checks must, however, be of a form and size convenient for
use by DST.
B. If the Trust desires to include additional printed matter, financial
statements, etc., with the dividend checks, the same will be furnished
DST within a reasonable time prior to the date of mailing of the
dividend checks, at the expense of the Trust.
C. If the Trust desires its distributions mailed in any special form of
envelopes, sufficient supply of the same will be furnished to DST but
the size and form of said envelopes will be subject to the approval of
DST. If stamped envelopes are used, they must be furnished by the
Trust; or if postage stamps are to be affixed to the envelopes, the
stamps or the cash necessary for such stamps must be furnished by the
Trust.
D. DST shall establish and maintain, and is hereby authorized to
establish and to maintain, under the usual terms and conditions
prevalent in the industry and on behalf of the Trust as agent of the
Trust, in DST's own name or under the X.X. Xxxxxx name (or that of the
Trusts as a group or of an Affiliate thereof), one or more deposit
accounts, into which DST shall deposit the funds DST receives for
payment of dividends, distributions, redemptions or other
disbursements provided for hereunder and to draw checks against such
accounts.
E. DST is authorized and directed to stop payment of checks theretofore
issued hereunder, but not presented for payment, when the payees
thereof allege either that
25
they have not received the checks or that such checks have been
mislaid, lost, stolen, destroyed or through no fault of theirs, are
otherwise beyond their control, and cannot be produced by them for
presentation and collection, and, to issue and deliver duplicate
checks in replacement thereof.
21. ASSUMPTION OF DUTIES BY THE TRUST OR AGENTS DESIGNATED BY THE TRUST.
A. The Trust or its designated agents other than DST may assume certain
duties and responsibilities with respect to the operations of the
Trust, including (with DST's agreement) providing all, or a portion,
of those services which DST is obligated to provide under Section 4.D.
of this Agreement.
B. To the extent the Trust or its agent or affiliate assumes DST's duties
and responsibilities (which assumption should be embodied in writing),
DST shall be relieved from all responsibility and liability therefor
(including any Adverse Consequences directly or indirectly arising out
of or resulting from the actions or omissions of the Trust or its
designees, as well as from any "as of" liability or withholding
reversals in connection therewith) and DST is hereby indemnified and
held harmless against any liability therefrom in the same manner and
degree as provided for in Section 8 hereof.
C. Initially, with respect to accounts serviced by JPM or banks
affiliated with or a correspondent of JPM, the Trust or its designees
shall be responsible for the following: (i) answering and responding
to telephone inquiries from shareholders and brokers; (ii) accepting
shareholder and broker instructions (either or both oral and written)
and (A) transmitting to DST orders (transactions and maintenance)
based on such instructions for input into TA2000 by DST or (B)
themselves inputting such orders into TA2000 on a remote basis; (iii)
preparing and mailing confirmations; (iv) classifying the status of
shareholders and shareholder accounts under applicable tax law and in
accordance with the capabilities provided on TA2000, and performing
all compliance functions with respect thereto, including without
limitation obtaining certified TIN's, Form W-8's and other
documentation, and properly coding accounts (social codes, tax status,
foreign accounts and so forth) as provided for on TA2000; (v) on a
remote basis establishing shareholder accounts on the TA2000(TM)
System, establishing the appropriate privileges
26
thereupon and assigning social codes and Taxpayer Identification
Number codes thereof; (vi) disbursing monies of the Trust; (vii)
sending redemption and dividend wires in accordance with instructions
received; and (viii) following up and collecting upon unsettled trade
orders and unpaid broker-dealer, institutional or shareholder "as
of's". Additionally, the Trust or its designees are also responsible
for verifying the accuracy of, and notifying DST as to errors in, the
MENTAP/Market Advisor and Confluence FundStation databases.
22. TERMINATION OF AGREEMENT.
A. This Agreement shall be in effect from the 1st day of September, 2001,
through the 31st day of August, 2006 (the "Initial Term" of this
Transfer Agency Agreement"). This Agreement shall thereafter
automatically extend for additional, successive five (5) year terms
upon the expiration of any term hereof, unless terminated as of the
end of any term by either party on not less than six (6) month's prior
written notice to the other party. Each additional five (5) year
period shall be an additional term of this Agreement. However,
notwithstanding anything in this Agreement to the contrary, the
effective date of any termination shall not occur during the period
from December 15 through March 30 of any year to avoid adversely
impacting year end.
B. Each party, in addition to any other rights and remedies, shall have
the right to terminate this Agreement forthwith upon the occurrence at
any time of any of the following events with respect to the other
party:
(1) The bankruptcy of the other party or its assigns or the
appointment of a receiver for the other party or its assigns;
(2) failure by the other party or its assigns to perform its duties
(including any material interruption or cessation of its
operations) in accordance with the Agreement, which failure
materially adversely affects the business operations of the first
party and which failure continues for thirty (30) days after
receipt of written notice from the first party, unless such
failure is excused under Section 15 of this Agreement; or
(3) merger, consolidation or sale of substantially all of the assets
of the other party or its assigns; or
27
(4) acquisition of a controlling interest in the other party or its
assigns by any third party except as may presently exist within
the previous sixty (60) days.
C. DST may, on written notice to such Trust, immediately terminate this
Agreement as to any Trust which itself or its Shares fail to be
registered as provided in Section 3 of this Agreement at any time
during this Agreement.
D. In the event of termination, the Trust will promptly pay DST all
amounts due to DST hereunder, including any termination fee set forth
in Exhibit A to this Agreement.
E. In the event of termination, DST will use its best efforts to transfer
the records of the Trust to the designated successor transfer agent,
to provide reasonable assistance to the Trust and its designated
successor transfer agent, and to provide other information relating to
its services provided hereunder (subject to the recompense of DST for
such assistance at its standard rates and fees for personnel then in
effect at that time); provided, however, as used herein "reasonable
assistance" and "other information" shall not include assisting any
new service or system provider to modify, alter, enhance, or improve
its system or to improve, enhance, or alter its current system, or to
provide any new functionality or to require DST to disclose any DST
Confidential Information, as hereinafter defined, or any information
which is otherwise confidential to DST.
23. CONFIDENTIALITY.
A. DST agrees on behalf of itself, its affiliates, its officers and
employees, except as provided in Section 19.J. hereof, or as otherwise
required by law, DST will keep confidential all records of and
information in its possession relating to the Trust or its
shareholders or shareholder accounts and will not disclose the same to
any person except at the instruction (standing or specific), request
or with the consent of the Trust. Notwithstanding the foregoing, DST
shall be permitted in the ordinary course of business to provide such
information to third parties providing services to DST which DST
utilizes in connection with the services DST provides to the Trust
under this Agreement or in accordance with Section 19.J. of this
Agreement.
B. The Trust on behalf of itself, its affiliates, its officers and
employees and all entities which it directs DST to provide any of the
following information agrees to keep
28
confidential all financial statements and other financial records
(other than statements and records relating solely to the Trust's
business dealings with DST) and all manuals, systems and other
technical information and data, not publicly disclosed, relating to
DST's operations and programs furnished to it by DST pursuant to this
Agreement and will not disclose the same to any person except at the
request or with the consent of DST.
C. (1) The Trust acknowledges that DST has proprietary rights in and to
the TA2000(TM) System used to perform services hereunder
including, but not limited to the maintenance of shareholder
accounts and records, processing of related information and
generation of output, including, without limitation any changes
or modifications of the TA2000(TM) System and any other DST
programs, data bases, supporting documentation, or procedures
(collectively "DST Confidential Information") which the Trust's
access to the TA2000(TM) System or computer hardware or software
may permit the Trust or its employees or agents to become aware
of or to access and that the DST Confidential Information
constitutes confidential material and trade secrets of DST. The
Trust agrees to maintain the confidentiality of the DST
Confidential Information of which it is, or becomes, aware or to
which it has access.
(2) The Trust acknowledges that any unauthorized use, misuse,
disclosure or taking of DST Confidential Information which is
confidential as provided by law, or which is a trade secret,
residing or existing internal or external to a computer, computer
system, or computer network, or the knowing and unauthorized
accessing or causing to be accessed of any computer, computer
system, or computer network, may be subject to civil liabilities
and criminal penalties under applicable state law. The Trust will
advise all of its employees and agents who have access to any DST
Confidential Information or to any computer equipment capable of
accessing DST or DST hardware or software of the foregoing.
(3) The Trust acknowledges that disclosure of the DST Confidential
Information may give rise to an irreparable injury to DST
inadequately
29
compensable in damages. Accordingly, DST may seek (without the
posting of any bond or other security) injunctive relief against
the breach of the foregoing undertaking of confidentiality and
nondisclosure, in addition to any other legal remedies which may
be available, and the Trust consents to the obtaining of such
injunctive relief. All of the undertakings and obligations
relating to confidentiality and nondisclosure, whether contained
in this Section or elsewhere in this Agreement shall survive the
termination or expiration of this Agreement for a period of ten
(10) years.
24. CHANGES AND MODIFICATIONS.
A. During the term of this Agreement DST will use on behalf of the Trust
without additional cost all modifications, enhancements, or changes
which DST may make to the TA2000(TM) System in the normal course of
its business and which are applicable to functions and features
offered by the Trust to its shareholders, unless substantially all DST
clients are charged separately for such modifications, enhancements or
changes, including, without limitation, substantial system revisions
or modifications necessitated by changes in existing laws, rules or
regulations. The Trust agrees to pay DST promptly for modifications
and improvements which are charged for separately at the rate provided
for in DST's standard pricing schedule which shall be identical for
substantially all clients, if a standard pricing schedule shall exist.
If there is no standard pricing schedule, the parties shall mutually
agree upon the rates to be charged.
B. DST 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 the Trust will be notified as promptly as possible prior to
implementation of such alterations and modifications and that no such
alteration or modification or deletion shall materially adversely
change or affect the operations and procedures of the Trust in using
or employing the TA2000(TM) System or DST Facilities hereunder or the
reports to be generated by such system and facilities hereunder,
unless the Trust is given thirty (30) days prior notice to allow the
Trust to change its procedures and DST provides the Trust with revised
operating procedures and controls.
30
C. All enhancements, improvements, changes, modifications or new features
added to the TA2000(TM) System however developed or paid for shall be,
and shall remain, the confidential and exclusive property of, and
proprietary to, DST.
25. ASSIGNMENT AND SUBCONTRACTORS.
A. Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party hereto without the written consent of the
other party. In the event of a mutually agreed to assignment, each
party shall remain liable for the performance of its assignee(s). DST
may, however, employ agents to assist it in performing its duties
hereunder.
B. Notwithstanding anything in this Agreement to the contrary, nothing
herein shall impose any duty upon DST in connection with or make DST
liable for the actions or omissions to act of unaffiliated third
parties such as, by way of example and not limitation, Airborne
Services, the U.S. mails, the National Securities Clearing Commission
and telecommunication companies, provided, if DST selected such
company, DST shall have exercised due care in selecting the same.
26. LIMITATIONS ON LIABILITY.
A. Notwithstanding anything in this Agreement to the contrary, each Trust
which executed this Agreement is and shall be regarded for all
purposes hereunder as a separate party apart from each other Trust and
any Fund of any such other Trust. To the extent that a Trust is
comprised of more than one Fund, each Fund shall be regarded for all
purposes hereunder as a separate party apart from each other Fund.
Unless the context otherwise requires, with respect to every
transaction covered by this Agreement, every reference herein to the
Trust shall be deemed to relate solely to the particular Fund or Trust
to which such transaction relates. Under no circumstances shall the
rights, obligations or remedies with respect to a particular Trust or
a particular Fund constitute a right, obligation or remedy applicable
to any other Trust or Fund. The use of this single document to
memorialize the separate agreement of each Trust and each Fund herein
is understood to be for clerical convenience only and shall not
constitute any basis for joining the Trusts or Funds for any reason.
31
B. Notice is hereby given that a copy of each Trust's Trust Agreement and
all amendments thereto is on file with the Secretary of State of the
state of its organization; that this Agreement has been executed on
behalf of the Trust by the undersigned duly authorized representative
of the Trust in his/her capacity as such and not individually; and
that the obligations of this Agreement shall only be binding upon the
assets and property of the Trust and shall not be binding upon any
trustee, officer or shareholder of the Trust individually.
27. MISCELLANEOUS.
A. This Agreement shall be construed according to, and the rights and
liabilities of the parties hereto shall be governed by, the laws of
the State of Missouri, excluding that body of law applicable to choice
of law.
B. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.
C. The representations and warranties, and the indemnification extended
hereunder, if any, are intended to and shall continue after and
survive the execution, expiration, termination or cancellation of this
Agreement or the performance of services hereunder until any statute
of limitations applicable to the matter at issues shall have expired.
D. No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed
by each party hereto.
E. The captions in this Agreement are included for convenience of
reference only, and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
F. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
G. If any part, term or provision of this Agreement is by the courts held
to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the
32
parties shall be construed and enforced as if the Agreement did not
contain the particular part, term or provision held to be illegal or
invalid.
H. Neither the execution nor performance of this Agreement shall be
deemed to create a partnership or joint venture by and between the
Trust and DST. It is understood and agreed that all services performed
hereunder by DST shall be as an independent contractor and not as an
employee of the Trust. This Agreement is between DST and the Trust and
neither this Agreement nor the performance of services under it shall
create any rights in any third parties. There are no third party
beneficiaries hereto.
I. Except as specifically provided herein, this Agreement does not in any
way affect any other agreements entered into among the parties hereto
and any actions taken or omitted by any party hereunder shall not
affect any rights or obligations of any other party hereunder.
J. The failure of either party to insist upon the performance of any
terms or conditions of this Agreement or to enforce any rights
resulting from any breach of any of the terms or conditions of this
Agreement, including the payment of damages, shall not be construed as
a continuing or permanent waiver of any such terms, conditions, rights
or privileges, but the same shall continue and remain in full force
and effect as if no such forbearance or waiver had occurred.
K. This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement, draft or agreement or
proposal with respect to the subject matter hereof, whether oral or
written, and this Agreement may not be modified except by written
instrument executed by both parties.
L. All notices to be given hereunder shall be deemed properly given if
delivered in person or if sent by U.S. mail, first class, postage
prepaid, or if sent by facsimile and thereafter confirmed by mail as
follows: If to DST:
DST Systems, Inc.
000 X. 00xx Xx., 0xx Xx.
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Senior Vice President-Full Service
Facsimile No.: 000-000-0000
33
With a copy of non-operational notices to:
DST Systems, Inc.
000 X. 00xx Xx., 0xx Xx.
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Legal Department
Facsimile No.: 000-000-0000
If to the Trust:
Xxxx X. Xxxxxxxx
Vice President and Assistant Secretary
1211 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone No.: 000-000-0000
Fax No.: 000-000-0000
or to such other address as shall have been specified in writing by
the party to whom such notice is to be given.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers, to be effective as of the day and
year first above written.
X.X. XXXXXX SERIES TRUST,
X.X. Xxxxxx Tax Aware Small Company Opportunities Fund - A Shares
X.X. Xxxxxx Tax Aware Small Company Opportunities Fund - B Shares
X.X. Xxxxxx Tax Aware Small Company Opportunities Fund - C Shares
X.X. Xxxxxx Tax Aware Small Company Opportunities Fund - Select Shares
X.X. Xxxxxx Tax Aware US Equity Fund - A Shares
X.X. Xxxxxx Tax Aware US Equity Fund - B Shares
X.X. Xxxxxx Tax Aware US Equity Fund - C Shares
X.X. Xxxxxx Tax Aware US Equity Fund - Select Shares
X.X. Xxxxxx Tax Aware US Equity Fund - Institutional Shares
X.X. Xxxxxx Global Healthcare Fund - A Shares
X.X. Xxxxxx Global Healthcare Fund - B Shares
X.X. Xxxxxx Global Healthcare Fund - C Shares
X.X. Xxxxxx Global Healthcare Fund - Select Shares
X.X. Xxxxxx Global 50 Fund - A Shares
X.X. Xxxxxx Global 50 Fund - B Shares
X.X. Xxxxxx Global 50 Fund - C Shares
X.X. Xxxxxx Global 50 Fund - Select Shares
X.X. Xxxxxx Tax Aware Disciplined Equity Fund - Institutional Shares
X.X. Xxxxxx Tax Aware Enhanced Income Fund - A Shares
34
X.X. Xxxxxx Tax Aware Enhanced Income Fund - Select Shares
X.X. Xxxxxx Tax Aware Enhanced Income Fund - Institutional Shares
X.X. Xxxxxx SmartIndex Fund - Institutional Shares
X.X. Xxxxxx Large Cap Growth Fund - Institutional Shares
X.X. Xxxxxx Market Neutral Fund - A Shares
X.X. Xxxxxx Market Neutral Fund - B Shares
X.X. Xxxxxx Market Neutral Fund - Institutional Shares
X.X. Xxxxxx California Bond Fund - A Shares
X.X. Xxxxxx California Bond Fund - Select Shares
X.X. Xxxxxx California Bond Fund - Institutional Shares
X.X. Xxxxxx Disciplined Equity Value Fund - Institutional Shares
X.X. Xxxxxx Enhanced Income Fund - Ultra Shares
X.X. Xxxxxx Enhanced Income Fund - Institutional Shares
X.X. Xxxxxx US High Yield Bond Fund - A Shares
X.X. Xxxxxx US High Yield Bond Fund - B Shares
X.X. XXXXXX FUNDS,
X.X. Xxxxxx Xxxxxxx Emerging Markets Debt Fund - Select Shares
X.X. Xxxxxx US Small Company Opportunities Fund - Select Shares
X.X. XXXXXX INSTITUTIONAL FUNDS
X.X. Xxxxxx Bond Fund - A Shares
X.X. Xxxxxx Bond Fund - B Shares
X.X. Xxxxxx Bond Fund - Select Shares
X.X. Xxxxxx Bond Fund - Institutional Shares
X.X. Xxxxxx Bond Fund - Ultra Shares
X.X. Xxxxxx Xxxxxxx International Opportunities Fund - A Shares
X.X. Xxxxxx Xxxxxxx International Opportunities Fund - B Shares
X.X. Xxxxxx Xxxxxxx International Opportunities Fund - Institutional Shares
X.X. Xxxxxx Xxxxxxx International Opportunities Fund - Select Shares
X.X. Xxxxxx US Equity Fund - A Shares
X.X. Xxxxxx US Equity Fund - B Shares
X.X. Xxxxxx US Equity Fund - C Shares
X.X. Xxxxxx US Equity Fund - Institutional Shares
X.X. Xxxxxx US Equity Fund - Select Shares
X.X. Xxxxxx Global Strategic Income Fund - A Shares
X.X. Xxxxxx Global Strategic Income Fund - B Shares
X.X. Xxxxxx Global Strategic Income Fund - Institutional Shares
X.X. Xxxxxx Global Strategic Income Fund - Select Shares
X.X. Xxxxxx Short Term Bond Fund - A Shares
X.X. Xxxxxx Short Term Bond Fund - Institutional Shares
X.X. Xxxxxx Short Term Bond Fund - Select Shares
X.X. Xxxxxx US Small Company Fund - Institutional Shares
X.X. Xxxxxx US Small Company Fund - Select Shares
X.X. Xxxxxx Xxxxxxx International Value Fund - A Shares
X.X. Xxxxxx Xxxxxxx International Value Fund - B Shares
35
X.X. Xxxxxx Xxxxxxx International Value Fund - Institutional Shares
X.X. Xxxxxx Xxxxxxx International Value Fund - Select Shares
X.X. Xxxxxx Xxxxxxx Emerging Markets Equity Fund - A Shares
X.X. Xxxxxx Xxxxxxx Emerging Markets Equity Fund - B Shares
X.X. Xxxxxx Xxxxxxx Emerging Markets Equity Fund - Institutional Shares
X.X. Xxxxxx Xxxxxxx Emerging Markets Equity Fund - Select Shares
X.X. Xxxxxx Diversified Fund - Institutional Shares
X.X. Xxxxxx Diversified Fund - Select Shares
X.X. Xxxxxx Disciplined Equity Fund - A Shares
X.X. Xxxxxx Disciplined Equity Fund - B Shares
X.X. Xxxxxx Disciplined Equity Fund - Institutional Shares
X.X. Xxxxxx Disciplined Equity Fund - Select Shares
X.X. XXXXXX SERIES TRUST II
X.X. Xxxxxx International Opportunities Portfolio
X.X. Xxxxxx Small Company Portfolio
X.X. Xxxxxx US Disciplined Equity Portfolio
X.X. Xxxxxx Bond Portfolio
X.X. Xxxxxx Mid Cap Value Portfolio
MUTUAL VARIABLE ANNUITY TRUST,
Vista Capital Advantage Variable Annuity Capital Growth Portfolio
Vista Capital Advantage Variable Annuity Growth & Income Portfolio
Vista Capital Advantage Variable Annuity International Equity Portfolio
Vista Capital Advantage Variable Annuity Asset Allocation Portfolio
Vista Capital Advantage Variable Annuity Money Market Portfolio
Vista Capital Advantage Variable Annuity US Government Income Portfolio
MUTUAL FUND TRUST,
X.X. Xxxxxx Prime Money Market - Xxxxxx Shares
X.X. Xxxxxx Prime Money Market - B Shares
X.X. Xxxxxx Prime Money Market - C Shares
X.X. Xxxxxx Prime Money Market - Premier Shares
X.X. Xxxxxx Prime Money Market - Agency Shares
X.X. Xxxxxx Prime Money Market - Institutional Shares
X.X. Xxxxxx Prime Money Market - Reserve Shares
X.X. Xxxxxx Prime Money Market - Cash Mgmt Shares
X.X. Xxxxxx Prime Money Market - Select Shares
X.X. Xxxxxx Federal Money Market - Xxxxxx Shares
X.X. Xxxxxx Federal Money Market - Premier Shares
X.X. Xxxxxx Federal Money Market - Agency Shares
X.X. Xxxxxx Federal Money Market - Institutional Shares
X.X. Xxxxxx Treasury Plus Money Market - Xxxxxx Shares
X.X. Xxxxxx Treasury Plus Money Market - Premier Shares
X.X. Xxxxxx Treasury Plus Money Market - Agency Shares
X.X. Xxxxxx Treasury Plus Money Market - Institutional Shares
36
X.X. Xxxxxx Treasury Plus Money Market - Reserve Shares
X.X. Xxxxxx Tax Free Money Market - Xxxxxx Shares
X.X. Xxxxxx Tax Free Money Market - Premier Shares
X.X. Xxxxxx Tax Free Money Market - Agency Shares
X.X. Xxxxxx Tax Free Money Market - Institutional Shares
X.X. Xxxxxx US Government Money Market - Xxxxxx Shares
X.X. Xxxxxx US Government Money Market - Premier Shares
X.X. Xxxxxx US Government Money Market - Agency Shares
X.X. Xxxxxx US Government Money Market - Institutional Shares
X.X. Xxxxxx 100% US Treasury Securities Money Market - Xxxxxx Shares
X.X. Xxxxxx 100% US Treasury Securities Money Market - Premier Shares
X.X. Xxxxxx 100% US Treasury Securities Money Market - Agency Shares
X.X. Xxxxxx 100% US Treasury Securities Money Market - Institutional Shares
X.X. Xxxxxx California Tax Free Money Market - Xxxxxx Shares
X.X. Xxxxxx New York Tax Free Money Market - Xxxxxx Shares
X.X. Xxxxxx New York Tax Free Money Market - Reserve Shares
X.X. Xxxxxx Liquid Assets - Xxxxxx Shares
X.X. Xxxxxx Liquid Assets - Premier Shares
X.X. Xxxxxx Liquid Assets - Agency Shares
X.X. Xxxxxx Liquid Assets - Institutional Shares
X.X. Xxxxxx Liquid Assets - Capital Shares
MUTUAL FUND SELECT GROUP,
X.X. Xxxxxx Bond Fund II - A Shares
X.X. Xxxxxx Bond Fund II - B Shares
X.X. Xxxxxx Bond Fund II - Select Shares
X.X. Xxxxxx Intermediate Bond Fund - A Shares
X.X. Xxxxxx Intermediate Bond Fund - Select Shares
X.X. Xxxxxx Select Large Cap Growth Fund
X.X. Xxxxxx Select Mid Cap Equity Fund
X.X. Xxxxxx Select Small Cap Equity Fund
X.X. Xxxxxx Select Balanced Fund
X.X. Xxxxxx Select Equity Income Fund
X.X. Xxxxxx Select International Equity Fund - A Shares
X.X. Xxxxxx Select International Equity Fund - B Shares
X.X. Xxxxxx Select International Equity Fund - Institutional Shares
X.X. Xxxxxx Select International Equity Fund - Select Shares
X.X. Xxxxxx Select Large Cap Equity Fund
MUTUAL FUND GROUP,
X.X. Xxxxxx Xxxxxxx European Fund - A Shares
X.X. Xxxxxx Xxxxxxx European Fund - B Shares
X.X. Xxxxxx Xxxxxxx European Fund - C Shares
X.X. Xxxxxx Xxxxxxx European Fund - Select Shares
X.X. Xxxxxx Xxxxxxx European Fund - Institutional Shares
X.X. Xxxxxx Xxxxxxx Tax Aware International Opportunities Fund - A Shares
37
X.X. Xxxxxx Xxxxxxx Tax Aware International Opportunities Fund - B Shares
X.X. Xxxxxx Xxxxxxx Tax Aware International Opportunities Fund - C Shares
X.X. Xxxxxx Xxxxxxx Tax Aware International Opportunities Fund - Institutional
Shares
X.X. Xxxxxx Short Term Bond Fund II - A Shares
X.X. Xxxxxx Short Term Bond Fund II - Select Shares
X.X. Xxxxxx Short Term Bond Fund II - M Shares
X.X. Xxxxxx US Treasury Income Fund - A Shares
X.X. Xxxxxx US Treasury Income Fund - B Shares
X.X. Xxxxxx US Treasury Income Fund - Select Shares
X.X. Xxxxxx Strategic Income Fund - A Shares
X.X. Xxxxxx Strategic Income Fund - B Shares
X.X. Xxxxxx Strategic Income Fund - C Shares
X.X. Xxxxxx Strategic Income Fund - Select Shares
X.X. Xxxxxx Strategic Income Fund - M Shares
X.X. Xxxxxx Capital Growth Fund - A Shares
X.X. Xxxxxx Capital Growth Fund - B Shares
X.X. Xxxxxx Capital Growth Fund - C Shares
X.X. Xxxxxx Capital Growth Fund - Select Shares
X.X. Xxxxxx H&Q Technology Fund - A Shares
X.X. Xxxxxx H&Q Technology Fund - B Shares
X.X. Xxxxxx H&Q Technology Fund - C Shares
X.X. Xxxxxx Focus Fund - A Shares
X.X. Xxxxxx Focus Fund - B Shares
X.X. Xxxxxx Focus Fund - C Shares
X.X. Xxxxxx Focus Fund - Select Shares
X.X. Xxxxxx Growth & Income Fund - A Shares
X.X. Xxxxxx Growth & Income Fund - B Shares
X.X. Xxxxxx Growth & Income Fund - C Shares
X.X. Xxxxxx Growth & Income Fund - Select Shares
X.X. Xxxxxx Select Growth & Income Fund
X.X. Xxxxxx Xxxxxxx International Growth Fund - A Shares
X.X. Xxxxxx Xxxxxxx International Growth Fund - B Shares
X.X. Xxxxxx Xxxxxxx International Growth Fund - C Shares
X.X. Xxxxxx Xxxxxxx Japan Fund - A Shares
X.X. Xxxxxx Xxxxxxx Japan Fund - B Shares
X.X. Xxxxxx Small Cap Equity Fund - A Shares
X.X. Xxxxxx Small Cap Equity Fund - B Shares
X.X. Xxxxxx Small Cap Equity Fund - Select Shares
X.X. Xxxxxx Dynamic Small Cap Fund - A Shares
X.X. Xxxxxx Dynamic Small Cap Fund - B Shares
X.X. Xxxxxx Dynamic Small Cap Fund - C Shares
X.X. Xxxxxx Dynamic Small Cap Fund - Select Shares
MUTUAL FUND SELECT TRUST,
X.X. Xxxxxx New York Intermediate Tax Free Income Fund - A Shares
X.X. Xxxxxx New York Intermediate Tax Free Income Fund - B Shares
38
X.X. Xxxxxx New York Intermediate Tax Free Income Fund - Select Shares
X.X. Xxxxxx New York Intermediate Tax Free Income Fund - Institutional Shares
X.X. Xxxxxx Intermediate Tax Free Income Fund - Select Shares
X.X. Xxxxxx Intermediate Tax Free Income Fund - Institutional Shares
X.X. Xxxxxx New Jersey Tax Free Income Fund - Select Shares
X.X. Xxxxxx Tax Free Income Fund - A Shares
X.X. Xxxxxx Tax Free Income Fund - B Shares
X.X. Xxxxxx Tax Free Income Fund - Select Shares
MUTUAL FUND INVESTMENT TRUST,
X.X. Xxxxxx Balanced Fund - A Shares
X.X. Xxxxxx Balanced Fund - B Shares
X.X. Xxxxxx Balanced Fund - C Shares
X.X. Xxxxxx Balanced Fund - Select Shares
X.X. Xxxxxx Core Equity Fund - A Shares
X.X. Xxxxxx Core Equity Fund - B Shares
X.X. Xxxxxx Core Equity Fund - C Shares
X.X. Xxxxxx Core Equity Fund - Select Shares
X.X. Xxxxxx Equity Growth Fund - A Shares
X.X. Xxxxxx Equity Growth Fund - B Shares
X.X. Xxxxxx Equity Growth Fund - C Shares
X.X. Xxxxxx Equity Growth Fund - Select Shares
X.X. Xxxxxx Equity Growth Fund II
X.X. Xxxxxx Equity Income Fund - A Shares
X.X. Xxxxxx Equity Income Fund - B Shares
X.X. Xxxxxx Equity Income Fund - C Shares
X.X. Xxxxxx Equity Income Fund - Select Shares
X.X. Xxxxxx Mid Cap Growth Fund - A Shares
X.X. Xxxxxx Mid Cap Growth Fund - B Shares
XXXXXXX MUTUAL FUND GROUP, AND
X.X. Xxxxxx Small Cap Growth Fund - A Shares
X.X. Xxxxxx Small Cap Growth Fund - B Shares
X.X. Xxxxxx Small Cap Growth Fund - C Shares
X.X. Xxxxxx Small Cap Growth Fund - Institutional Shares
X.X. Xxxxxx Small Cap Growth Fund - Select Shares
X.X. Xxxxxx Mid Cap Value Fund - A Shares
X.X. Xxxxxx Mid Cap Value Fund - B Shares
X.X. Xxxxxx Mid Cap Value Fund - C Shares
X.X. Xxxxxx Mid Cap Value Fund - Institutional Shares
X.X. Xxxxxx Mid Cap Value Fund - Select Shares
X.X. XXXXXX XXXXX & CO. SOLELY WITH RESPECT TO
EACH ACCOUNT REGISTERED IN THE NAME OF X.X. XXXXXX
CHASE BANK NA (OR AN AFFILIATE), SPECIAL ACCT. BENEFIT OF CLIENTS
ATTN: XXX FAITH IN THE FOLLOWING AMERICAN CENTURY FUNDS:
39
American Century Ultra Fund
American Century Select Fund
American Century International Growth Fund
American Century International Discovery Fund
American Century Value Fund
American Century California Tax Free Money Market Fund
American Century Florida Municipal Money Market Fund
American Century California Intermediate Tax Free Fund
American Century GNMA Fund
American Century California High Yield Municipal Fund
American Century Florida Intermediate Term Municipal Fund
American Century California Municipal Money Market Fund
American Century Heritage Fund
American Century Equity Income Fund
American Century California Long Term Tax Free Fund
American Century High Yield Bond Fund
American Century Real Estate Fund
American Century Growth Fund
American Century Small Cap Value Fund
By:
--------------------------------------
Title:
-----------------------------------
DST SYSTEMS, INC.
By:
--------------------------------------
Title:
-----------------------------------
XX Xxxxxx All Trusts Final-mk (04/10/02)
40
EXHIBIT A
FEE SCHEDULE
TERM: SEPTEMBER 1,2001 THROUGH AUGUST 31, 2006
I. TRANSFER AGENCY
A. BASE FEES
Complex Base Fee - $2,769,735 per year for the combined relationship
Base Fee Per CUSIP (across the Fund Sponsor):
CUSIPS 1 - 201 (excl ACI & Commingled) $ 12,000 per CUSIP per year
CUSIPS 201 + (excl ACI & Commingled) $ 10,000 per CUSIP per year
ACI CUSIPS $ 6,000 per CUSIP per year
Commingled CUSIPS - Remote Only $ 9,000 per CUSIP per year
Commingled CUSIPS - DST Full Service $ 10,000 per CUSIP per year
Closed CUSIPS - $150 per month through May of the following year
B. ACCOUNT MAINTENANCE AND PROCESSING FEES
Non-Institutional Non-Network Level 3 Open Accounts - $16.35 per
account per year Non-Institutional Network Level 3 Open Accounts -
$12.85 per account per year Institutional Open Accounts:
Accounts in the range from 0 - 400: no charge, included in complex base fee
Accounts in the range from 401 - 600: $1,160 per account per year
Accounts in the range from 601 - 800: $930 per account per year
Accounts in the range from 801 - 1,000: $700 per account per year
Accounts in the range over 1,000: $580 per account per year
Closed Accounts - included in base/account fees
Transaction Fees:
New Account Set Up (Load funds only - monthly new accounts equal
to 3.5% of prior month end open accounts at no charge; no carry
over from month-to-month):
Manual - $4.05
NSCC - $1.75
Manual Transactions - $2.90 (Load funds only - eight transactions
per account per year excluding dividends, calculated monthly
based on prior month end open accounts, at no charge;
includes financial, non-financial, confirmed orders,
omnibus, dealer maintenance; no carry over from
month-to-month)
Contingency Processing - $1,000 per initiation + $5.00 per retail
transaction and/or $10.00 per institutional transaction (for
entities that remotely process; includes financial,
non-financial, confirmed orders, omnibus and maintenance
transactions)
Non-Institutional Omnibus Transactions - $1.00 per transaction
41
Phone Calls (unbundled from complex base fee for both load and
no-load funds): Inbound & Outbound, including Fulfillment - $4.60
Correspondence - $4.65 (Load funds only - monthly letters equal
to 2% of prior month end open accounts at no charge; no
carry over from month-to-month)
Lost Shareholder Compliance - $1.25 per lost shareholder account per
year + $1.60 per database match
Checkwriting - included in base/account fees
ACH Transactions & Listbill Processing - included in base/account fees
Contingent Deferred Sales Charge / Sharelot Accounting - included in
base/account fees
12b-1 / TASS Processing - included in base/account fees
Investor Facility - included in base/account fees
Special 12b-1 Runs (more than 1 monthly cycle and 2 quarterly cycles)
- $1,338/quarter plus $.01 per open and closed account per cycle
C. SHAREOWNER/MANAGEMENT COMPANY CHARGES
Fiduciary Trustee Fees:
Paid By the Shareowner:
Non-X.X. Xxxxxx Xxxxx Employees (Traditional and Xxxx XXX) -
$15.00 per social security # per plan type per year
Simples (Non DFI) - $10.00 per social security # per plan type
per year, $0 Set-up charge
Simples (DFI) - $10.00 per social security # per plan type per
year, $10.00 Set-up charge
Paid By the Management Company:
X.X. Xxxxxx/Xxxxx Employees (Traditional and Xxxx XXX) - $5.00
per acct per year
No Fee IRA's (Traditional and Xxxx XXX) - $15.00 per social
security # per plan type per year
403(b) Loan Fees:
Application/Origination Fee - $25.00 per loan
Annual Processing Fee - $25.00 per loan per year
D. OPTIONAL SERVICES
Literature Reports - up to 10 standard reports monthly included in
account fees (across the Fund Sponsor); reports requiring programming
billed separately
CD-ROM - 1992 - 1998 history included in account fees
Market Advisor Support - $59,350 per FTE per year (across the Fund
Sponsor) (currently 3.0 FTE's; changes subject to joint approval)
Financial Intermediary Interface:
Automated:
First four funds - $19,780 per intermediary per year
Each additional fund - $3,490 per year
Manual/Partially Automated:
First four funds - $39,570 per intermediary per year
Each additional fund - $6,980 per year
After Hours Messaging Service:
Messages Received - $2.30 per message
42
Literature Orders - $2.90 per order
Asset Allocation/Reallocation:
$1,000 per model per year
$2.91 per manual purchase transaction
$10.00 per rebalancing event
Third Party Checks - included in account fees
TCB Disaster Recovery Process - included in account fees
Laser Redemption Checks - included in account fees
Excess History Fees - $3.80 per 1,000 lines of account history, $2.50
per 1,000 lines of purged history
Sub-Accounting Dividend and Share Reconciliation - $760 per CUSIP per
year
Programming Rates (rates not subject to usual DST annual increases
provided the existing six dedicated resources are maintained during
the term of this agreement; additional resources would be priced at
DST's standard rate at the time of the addition):
COBOL Programmer:
Dedicated Resources $140,400 per year
On-Request: $111.28 per hour
Additional XX Xxxxxx COBOL Programmers:
Dedicated Resources $150,000 per year
On-Request $120.00 per hour
Workstation Programmer:
Dedicated Resources $169,520 per year
On-Request $139.36 per hour
Business Analyst/Tester:
Dedicated Resources $85,800 per year
On-Request $79.56 per hour
*Full Service Staff Support:
Senior Staff Support $70 per hour
Staff Support $50 per hour
Clerical Support $40 per hour
Insight Technical Support $60,000 per year (across the Fund Sponsor)
TRAC-2000 - separate schedule
TA2000 Voice System - see Exhibit I
*NSCC - see Exhibit II
*Remote TA2000 AWD/IWS Software and Licensing Fees - under separate
agreement
*FAN - under separate agreement
Vision - under separate agreement
Fanmail - under separate agreement
43
EXHIBIT A
Escheatment costs - Full Service Staff Support hourly rates plus
reimbursable expenses Conversion/Acquisition Costs - out of pocket
expenses including but not limited to travel and accommodations,
programming, training, equipment installation, etc.
NOTES TO THE ABOVE FEE SCHEDULE
A. The above schedule does not include out of pocket expenses incurred by DST
on the Fund's behalf. Examples of out of pocket expenses include but are
not limited to forms, postage, mailing services, telephone line and long
distance charges, client remote hardware, disaster recovery (range through
12/31/2003, $0.08-$0.12 per acct per year, currently $0.10 based on actual
expense, solely with respect to the current standard of thirty (30) hours
after the third party vendor makes the second site available to DST),
magnetic tapes, printing, ACH bank charges, NSCC charges, proxy processing,
microfilm/microfiche, freight, T.I.N. certification, off-site record
storage, second site disaster recovery, transmission of statement data for
remote processing, etc. All travel and accommodation expenses incurred for
regular operations meetings away from Kansas City by DST's relationship
manager and above will be borne by DST. All travel and accommodation
expenses related to XX Xxxxxx monthly marketing or distribution meetings,
conversions/acquisitions and other special requests will be borne by XX
Xxxxxx.
B. Service fees and out of pocket expenses are billed monthly. Any fees or
out-of-pocket expenses not paid within 30 days of the date of the original
invoice will be charged a late payment fee of 1.5% per month until payment
is received.
C. In the event a Trust were, during any term of this Agreement, to move its
Transfer Agency servicing operation from the DST Full Service platform to
any other TA2000 platform (i.e., become a remote user of TA2000) for any
reason other than material service deficiencies brought to DST's attention
which were not remedied within an acceptable timeframe: such Trust would
compensate DST for staff wind down and related expenses using the aggregate
of the salaries paid by DST during the two months immediately preceding the
termination to all DST personnel utilized to provide Transfer Agent and
Corporate Support services to the Funds. The foregoing two month wind down
compensation would apply at the time of internalization.
D. Six months notice is required by either party for any termination of this
Transfer Agency Agreement.
E. The reduced fees in this schedule, except those indicated by an "*", are
guaranteed through August 31, 2006 without annual increases and are
predicated on the Trust's commitment that the full Initial Term of this
agreement will be fulfilled. (Items marked by an "*" are subject to change
with 60 days written notice.) Should a Trust terminate this
Transfer Agency
Agreement prior to the end of the Initial Term, whether as a Full Service
or as a Remote servicing relationship at the time of termination, DST will
recover $650,000 in fee concessions for each year or partial year of this
Agreement (or any subsequent Remote Agreement) that has been fulfilled. For
example, if a Trust terminates this Agreement in July 2003, fees due would
be $1,300,000 ($650,000 x 2). This clause is transferable to any subsequent
agreement entered into with DST, Full Service or Remote, with respect to
the original, initial five (5) year term of this Agreement (that is,
through August 31, 2006). During the Initial Term of this Agreement, should
the servicing scenario or business conditions upon which the fees in this
Agreement are based materially change, causing the parties to reconsider
these fees, DST will also reconsider the structure and/or the magnitude of
this recovery clause.
44
F. Unless the Parties agree to a new fee schedule prior to the expiration of
the then current term, immediately upon the expiration of the initial term
of this Agreement (which is the term of this Fee Schedule) and, thereafter,
as of each anniversary of this Agreement, the fees and charges set forth in
this Exhibit A, excluding those items marked with an asterisk ("*"), shall
increase annually upon each anniversary of this Agreement (therefore, the
first fee increase shall take effect as of September 1, 2006) over the fees
and charges during the prior 12 months in an amount not less than the
annual percentage of change in the Consumer Price Index in the Kansas City,
Missouri-Kansas Standard Metropolitan Statistical Area, All Items, Base
1982-1984=100, as last reported by the U.S. Bureau of Labor Statistics for
the 12 calendar months immediately preceding such anniversary.
G. Should a Trust terminate this
Transfer Agency agreement and deconvert from
TA2000 prior to the end of the then current term, DST will impose, and each
Trust will pay, an early termination penalty equal to 3% of total fees
(before discounts but exclusive of reimbursement of out-of- pockets) for
each year of the contract remaining, prorated for partial years. This
calculation will be based upon the prior 12 months of total fees (before
discounts but exclusive of reimbursement of out-of- pockets) assessed. For
example, if a Trust terminates the agreement on February 28, 2003, 3 1/2
years of the agreement would remain and fees due would be 10 1/2% (3 1/2 x
3%) of the total fees (before discounts but exclusive of reimbursement of
out-of- pockets) paid in the previous 12 months.
H. Non-Institutional open account rates will be discounted as follows:
Accounts in the range of 350,000 - 750,000 5% discount
Accounts in the range of 750,001 - 1,000,000 10% discount
Accounts greater than 1,000,001 15% discount
45
EXHIBIT I
TA2000 VOICE(TM) SYSTEM
FEE SCHEDULE
PER CALL SERVICE FEE
Utilization of DST's TA2000 Voice(TM) System is based on a service fee of $.21
PER CALL. Each call has a maximum duration of seven (7) minutes. This charge is
a flat rate regardless of the number or type of transactions that a shareholder
processes during the call. A given call could result in inquiries and/or
transactions being processed for various funds in the complex. Therefore, on a
monthly basis, DST will report the number of inquiries and/or transactions
processed by fund. A percentage of the total will be derived and reported for
each fund. As a result of this process, DST will allocate the charges among the
individual funds.
MULTIPLE CALL FLOWS
An additional fee of $525 per month will be charged for each additional call
flow that requires different flows, functions, vocabulary, processing, rules or
access method. An additional fee of $210 per month will be charged for each
additional call flow that is identical in flows, functions, vocabulary,
processing rules or access method.
MINIMUM MONTHLY CHARGE
DST's commitment to the reliability and continued enhancement of the TA2000
Voice System necessitates a minimum monthly charge for the service. The minimum
monthly charge will only be assessed when it is greater than the monthly service
fees. The minimum monthly charge will be implemented on a graduated basis based
on the number of CUSIPS and shareholders in a fund complex and is the sum of the
CUSIP and account charges. The schedule for this charge is as follows:
YEARS CHARGE PER CHARGE PER
OF CUSIP AUTHORIZED SHAREHOLDER
SERVICE FOR SERVICE* ACCOUNT**
1 $ 52.50 $ .002
2 $ 78.75 $ .003
3 $ 105.00 $ .004
* CUSIPS ADDED TO THE SERVICE will be subject to the same minimums being
charged to the other CUSIPS in the complex at the time the CUSIPS are
added.
** THE PER ACCOUNT CHARGE is based on the total number of shareholder
accounts in authorized CUSIPS at the end of each month.
OUT-OF-POCKET COSTS
Each fund complex will require a unique WATS number for their shareholders to
call. Each WATS number will require a specific number of trunks to service a
given volume of shareholder calls. All installation and monthly usage charges
associated with these will be billed through monthly out-of-pocket invoices.
46
EXHIBIT II
NSCC FEES AND OUT-OF-POCKET EXPENSES
SETTLING BANK FEES
The fund may be charged fees by the Settling Bank at which the net
settlement account resides for monthly maintenance of this account. These
are negotiated directly between the Fund and the Settling Bank.
NSCC PARTICIPANT FEES
The NSCC charges $40 per month per management company for CPU access/shared
line costs.
A combined participant base fee of $200 per month is charged for the
following services:
FUND/SERV:
The NSCC charges an activity charge of $.175 per inputted transaction.
Transactions include purchases, redemptions and exchanges.
NETWORKING: The NSCC charges the following activity fee:
- $.02 per account for funds paying dividends on a monthly basis
- $.01 per account for funds paying dividends other than monthly
COMMISSION SETTLEMENT: The NSCC charges the following processing fee:
- $.30 per hundred records, per month, for one to 500,000 records;
there is a $50 per month minimum processing charge
- $.20 per hundred records, per month, for 500,001 to 1,000,000
records
- $.10 per hundred records, per month, for 1,000,001 records and
above
Note: Participant fees are cumulative when Fund/SERV, Networking and/or
Commission Settlement are used in conjunction with each other.
47
EXHIBIT B
AUTHORIZED PERSONNEL
Pursuant to Section 8.B.(3) of the Agency Agreement between the Trust and DST
(the "Agreement"), the Trust authorizes the following Trust personnel to provide
instructions to DST, and receive inquiries from DST in connection with the
Agreement:
NAME TITLE SIGNATURE
---- ----- ---------
This Exhibit may be revised by the Trust by providing DST with a substitute
Exhibit B. Any such substitute Exhibit B shall become effective twenty-four (24)
hours after DST's receipt of the document and shall be incorporated into the
Agreement.
ACKNOWLEDGMENT OF RECEIPT:
DST SYSTEMS, INC.
By:
---------------------------------
Title:
------------------------------
Date:
-------------------------------
X.X. XXXXXX SERIES TRUST,
X.X. Xxxxxx Tax Aware Small Company Opportunities Fund - A Shares
X.X. Xxxxxx Tax Aware Small Company Opportunities Fund - B Shares
X.X. Xxxxxx Tax Aware Small Company Opportunities Fund - C Shares
X.X. Xxxxxx Tax Aware Small Company Opportunities Fund - Select Shares
X.X. Xxxxxx Tax Aware US Equity Fund - A Shares
X.X. Xxxxxx Tax Aware US Equity Fund - B Shares
X.X. Xxxxxx Tax Aware US Equity Fund - C Shares
X.X. Xxxxxx Tax Aware US Equity Fund - Select Shares
X.X. Xxxxxx Tax Aware US Equity Fund - Institutional Shares
X.X. Xxxxxx Global Healthcare Fund - A Shares
48
X.X. Xxxxxx Global Healthcare Fund - B Shares
X.X. Xxxxxx Global Healthcare Fund - C Shares
X.X. Xxxxxx Global Healthcare Fund - Select Shares
X.X. Xxxxxx Global 50 Fund - A Shares
X.X. Xxxxxx Global 50 Fund - B Shares
X.X. Xxxxxx Global 50 Fund - C Shares
X.X. Xxxxxx Global 50 Fund - Select Shares
X.X. Xxxxxx Tax Aware Disciplined Equity Fund - Institutional Shares
X.X. Xxxxxx Tax Aware Enhanced Income Fund - A Shares
X.X. Xxxxxx Tax Aware Enhanced Income Fund - Select Shares
X.X. Xxxxxx Tax Aware Enhanced Income Fund - Institutional Shares
X.X. Xxxxxx SmartIndex Fund - Institutional Shares
X.X. Xxxxxx Large Cap Growth Fund - Institutional Shares
X.X. Xxxxxx Market Neutral Fund - A Shares
X.X. Xxxxxx Market Neutral Fund - B Shares
X.X. Xxxxxx Market Neutral Fund - Institutional Shares
X.X. Xxxxxx California Bond Fund - A Shares
X.X. Xxxxxx California Bond Fund - Select Shares
X.X. Xxxxxx California Bond Fund - Institutional Shares
X.X. Xxxxxx Disciplined Equity Value Fund - Institutional Shares
X.X. Xxxxxx Enhanced Income Fund - Ultra Shares
X.X. Xxxxxx Enhanced Income Fund - Institutional Shares
X.X. Xxxxxx US High Yield Bond Fund - A Shares
X.X. Xxxxxx US High Yield Bond Fund - B Shares
X.X. XXXXXX FUNDS,
X.X. Xxxxxx Xxxxxxx Emerging Markets Debt Fund - Select Shares
X.X. Xxxxxx US Small Company Opportunities Fund - Select Shares
X.X. XXXXXX INSTITUTIONAL FUNDS
X.X. Xxxxxx Bond Fund - A Shares
X.X. Xxxxxx Bond Fund - B Shares
X.X. Xxxxxx Bond Fund - Select Shares
X.X. Xxxxxx Bond Fund - Institutional Shares
J.P. Morgan Bond Fund - Ultra Shares
J.P. Morgan Fleming International Opportunities Fund - A Shares
J.P. Morgan Fleming International Opportunities Fund - B Shares
J.P. Morgan Fleming International Opportunities Fund - Institutional Shares
J.P. Morgan Fleming International Opportunities Fund - Select Shares
J.P. Morgan US Equity Fund - A Shares
J.P. Morgan US Equity Fund - B Shares
J.P. Morgan US Equity Fund - C Shares
J.P. Morgan US Equity Fund - Institutional Shares
J.P. Morgan US Equity Fund - Select Shares
J.P. Morgan Global Strategic Income Fund - A Shares
J.P. Morgan Global Strategic Income Fund - B Shares
J.P. Morgan Global Strategic Income Fund - Institutional Shares
49
J.P. Morgan Global Strategic Income Fund - Select Shares
J.P. Morgan Short Term Bond Fund - A Shares
J.P. Morgan Short Term Bond Fund - Institutional Shares
J.P. Morgan Short Term Bond Fund - Select Shares
J.P. Morgan US Small Company Fund - Institutional Shares
J.P. Morgan US Small Company Fund - Select Shares
J.P. Morgan Fleming International Value Fund - A Shares
J.P. Morgan Fleming International Value Fund - B Shares
J.P. Morgan Fleming International Value Fund - Institutional Shares
J.P. Morgan Fleming International Value Fund - Select Shares
J.P. Morgan Fleming Emerging Markets Equity Fund - A Shares
J.P. Morgan Fleming Emerging Markets Equity Fund - B Shares
J.P. Morgan Fleming Emerging Markets Equity Fund - Institutional Shares
J.P. Morgan Fleming Emerging Markets Equity Fund - Select Shares
J.P. Morgan Diversified Fund - Institutional Shares
J.P. Morgan Diversified Fund - Select Shares
J.P. Morgan Disciplined Equity Fund - A Shares
J.P. Morgan Disciplined Equity Fund - B Shares
J.P. Morgan Disciplined Equity Fund - Institutional Shares
J.P. Morgan Disciplined Equity Fund - Select Shares
J.P. MORGAN SERIES TRUST II
J.P. Morgan International Opportunities Portfolio
J.P. Morgan Small Company Portfolio
J.P. Morgan US Disciplined Equity Portfolio
J.P. Morgan Bond Portfolio
J.P. Morgan Mid Cap Value Portfolio
MUTUAL VARIABLE ANNUITY TRUST,
Vista Capital Advantage Variable Annuity Capital Growth Portfolio
Vista Capital Advantage Variable Annuity Growth & Income Portfolio
Vista Capital Advantage Variable Annuity International Equity Portfolio
Vista Capital Advantage Variable Annuity Asset Allocation Portfolio
Vista Capital Advantage Variable Annuity Money Market Portfolio
Vista Capital Advantage Variable Annuity US Government Income Portfolio
MUTUAL FUND TRUST,
J.P. Morgan Prime Money Market - Morgan Shares
J.P. Morgan Prime Money Market - B Shares
J.P. Morgan Prime Money Market - C Shares
J.P. Morgan Prime Money Market - Premier Shares
J.P. Morgan Prime Money Market - Agency Shares
J.P. Morgan Prime Money Market - Institutional Shares
J.P. Morgan Prime Money Market - Reserve Shares
J.P. Morgan Prime Money Market - Cash Mgmt Shares
J.P. Morgan Prime Money Market - Select Shares
J.P. Morgan Federal Money Market - Morgan Shares
50
J.P. Morgan Federal Money Market - Premier Shares
J.P. Morgan Federal Money Market - Agency Shares
J.P. Morgan Federal Money Market - Institutional Shares
J.P. Morgan Treasury Plus Money Market - Morgan Shares
J.P. Morgan Treasury Plus Money Market - Premier Shares
J.P. Morgan Treasury Plus Money Market - Agency Shares
J.P. Morgan Treasury Plus Money Market - Institutional Shares
J.P. Morgan Treasury Plus Money Market - Reserve Shares
J.P. Morgan Tax Free Money Market - Morgan Shares
J.P. Morgan Tax Free Money Market - Premier Shares
J.P. Morgan Tax Free Money Market - Agency Shares
J.P. Morgan Tax Free Money Market - Institutional Shares
J.P. Morgan US Government Money Market - Morgan Shares
J.P. Morgan US Government Money Market - Premier Shares
J.P. Morgan US Government Money Market - Agency Shares
J.P. Morgan US Government Money Market - Institutional Shares
J.P. Morgan 100% US Treasury Securities Money Market - Morgan Shares
J.P. Morgan 100% US Treasury Securities Money Market - Premier Shares
J.P. Morgan 100% US Treasury Securities Money Market - Agency Shares
J.P. Morgan 100% US Treasury Securities Money Market - Institutional Shares
J.P. Morgan California Tax Free Money Market - Morgan Shares
J.P. Morgan New York Tax Free Money Market - Morgan Shares
J.P. Morgan New York Tax Free Money Market - Reserve Shares
J.P. Morgan Liquid Assets - Morgan Shares
J.P. Morgan Liquid Assets - Premier Shares
J.P. Morgan Liquid Assets - Agency Shares
J.P. Morgan Liquid Assets - Institutional Shares
J.P. Morgan Liquid Assets - Capital Shares
MUTUAL FUND SELECT GROUP,
J.P. Morgan Bond Fund II - A Shares
J.P. Morgan Bond Fund II - B Shares
J.P. Morgan Bond Fund II - Select Shares
J.P. Morgan Intermediate Bond Fund - A Shares
J.P. Morgan Intermediate Bond Fund - Select Shares
J.P. Morgan Select Large Cap Growth Fund
J.P. Morgan Select Mid Cap Equity Fund
J.P. Morgan Select Small Cap Equity Fund
J.P. Morgan Select Balanced Fund
J.P. Morgan Select Equity Income Fund
J.P. Morgan Select International Equity Fund - A Shares
J.P. Morgan Select International Equity Fund - B Shares
J.P. Morgan Select International Equity Fund - Institutional Shares
J.P. Morgan Select International Equity Fund - Select Shares
J.P. Morgan Select Large Cap Equity Fund
MUTUAL FUND GROUP,
51
J.P. Morgan Fleming European Fund - A Shares
J.P. Morgan Fleming European Fund - B Shares
J.P. Morgan Fleming European Fund - C Shares
J.P. Morgan Fleming European Fund - Select Shares
J.P. Morgan Fleming European Fund - Institutional Shares
J.P. Morgan Fleming Tax Aware International Opportunities Fund - A Shares
J.P. Morgan Fleming Tax Aware International Opportunities Fund - B Shares
J.P. Morgan Fleming Tax Aware International Opportunities Fund - C Shares
J.P. Morgan Fleming Tax Aware International Opportunities Fund - Institutional
Shares
J.P. Morgan Short Term Bond Fund II - A Shares
J.P. Morgan Short Term Bond Fund II - Select Shares
J.P. Morgan Short Term Bond Fund II - M Shares
J.P. Morgan US Treasury Income Fund - A Shares
J.P. Morgan US Treasury Income Fund - B Shares
J.P. Morgan US Treasury Income Fund - Select Shares
J.P. Morgan Strategic Income Fund - A Shares
J.P. Morgan Strategic Income Fund - B Shares
J.P. Morgan Strategic Income Fund - C Shares
J.P. Morgan Strategic Income Fund - Select Shares
J.P. Morgan Strategic Income Fund - M Shares
J.P. Morgan Capital Growth Fund - A Shares
J.P. Morgan Capital Growth Fund - B Shares
J.P. Morgan Capital Growth Fund - C Shares
J.P. Morgan Capital Growth Fund - Select Shares
J.P. Morgan H&Q Technology Fund - A Shares
J.P. Morgan H&Q Technology Fund - B Shares
J.P. Morgan H&Q Technology Fund - C Shares
J.P. Morgan Focus Fund - A Shares
J.P. Morgan Focus Fund - B Shares
J.P. Morgan Focus Fund - C Shares
J.P. Morgan Focus Fund - Select Shares
J.P. Morgan Growth & Income Fund - A Shares
J.P. Morgan Growth & Income Fund - B Shares
J.P. Morgan Growth & Income Fund - C Shares
J.P. Morgan Growth & Income Fund - Select Shares
J.P. Morgan Select Growth & Income Fund
J.P. Morgan Fleming International Growth Fund - A Shares
J.P. Morgan Fleming International Growth Fund - B Shares
J.P. Morgan Fleming International Growth Fund - C Shares
J.P. Morgan Fleming Japan Fund - A Shares
J.P. Morgan Fleming Japan Fund - B Shares
J.P. Morgan Small Cap Equity Fund - A Shares
J.P. Morgan Small Cap Equity Fund - B Shares
J.P. Morgan Small Cap Equity Fund - Select Shares
J.P. Morgan Dynamic Small Cap Fund - A Shares
J.P. Morgan Dynamic Small Cap Fund - B Shares
J.P. Morgan Dynamic Small Cap Fund - C Shares
52
J.P. Morgan Dynamic Small Cap Fund - Select Shares
MUTUAL FUND SELECT TRUST,
J.P. Morgan New York Intermediate Tax Free Income Fund - A Shares
J.P. Morgan New York Intermediate Tax Free Income Fund - B Shares
J.P. Morgan New York Intermediate Tax Free Income Fund - Select Shares
J.P. Morgan New York Intermediate Tax Free Income Fund - Institutional Shares
J.P. Morgan Intermediate Tax Free Income Fund - Select Shares
J.P. Morgan Intermediate Tax Free Income Fund - Institutional Shares
J.P. Morgan New Jersey Tax Free Income Fund - Select Shares
J.P. Morgan Tax Free Income Fund - A Shares
J.P. Morgan Tax Free Income Fund - B Shares
J.P. Morgan Tax Free Income Fund - Select Shares
MUTUAL FUND INVESTMENT TRUST,
J.P. Morgan Balanced Fund - A Shares
J.P. Morgan Balanced Fund - B Shares
J.P. Morgan Balanced Fund - C Shares
J.P. Morgan Balanced Fund - Select Shares
J.P. Morgan Core Equity Fund - A Shares
J.P. Morgan Core Equity Fund - B Shares
J.P. Morgan Core Equity Fund - C Shares
J.P. Morgan Core Equity Fund - Select Shares
J.P. Morgan Equity Growth Fund - A Shares
J.P. Morgan Equity Growth Fund - B Shares
J.P. Morgan Equity Growth Fund - C Shares
J.P. Morgan Equity Growth Fund - Select Shares
J.P. Morgan Equity Growth Fund II
J.P. Morgan Equity Income Fund - A Shares
J.P. Morgan Equity Income Fund - B Shares
J.P. Morgan Equity Income Fund - C Shares
J.P. Morgan Equity Income Fund - Select Shares
J.P. Morgan Mid Cap Growth Fund - A Shares
J.P. Morgan Mid Cap Growth Fund - B Shares
FLEMING MUTUAL FUND GROUP, AND
J.P. Morgan Small Cap Growth Fund - A Shares
J.P. Morgan Small Cap Growth Fund - B Shares
J.P. Morgan Small Cap Growth Fund - C Shares
J.P. Morgan Small Cap Growth Fund - Institutional Shares
J.P. Morgan Small Cap Growth Fund - Select Shares
J.P. Morgan Mid Cap Value Fund - A Shares
J.P. Morgan Mid Cap Value Fund - B Shares
J.P. Morgan Mid Cap Value Fund - C Shares
J.P. Morgan Mid Cap Value Fund - Institutional Shares
J.P. Morgan Mid Cap Value Fund - Select Shares
53
J.P. MORGAN CHASE & CO. SOLELY WITH RESPECT TO EACH ACCOUNT REGISTERED IN THE
NAME OF J.P. MORGAN CHASE BANK NA (OR AN AFFILIATE), SPECIAL ACCT. BENEFIT OF
CLIENTS ATTN: KEN FAITH IN THE FOLLOWING AMERICAN CENTURY FUNDS:
American Century Ultra Fund
American Century Select Fund
American Century International Growth Fund
American Century International Discovery Fund
American Century Value Fund
American Century California Tax Free Money Market Fund
American Century Florida Municipal Money Market Fund
American Century California Intermediate Tax Free Fund
American Century GNMA Fund
American Century California High Yield Municipal Fund
American Century Florida Intermediate Term Municipal Fund
American Century California Municipal Money Market Fund
American Century Heritage Fund
American Century Equity Income Fund
American Century California Long Term Tax Free Fund
American Century High Yield Bond Fund
American Century Real Estate Fund
American Century Growth Fund
American Century Small Cap Value Fund
By:
---------------------------------
Title:
------------------------------
Date:
-------------------------------
54
EXHIBIT C
TRANSFER AGENCY SERVICES AND SYSTEMS FEATURES
FUNCTIONS
A. Issuance of stock certificates
B. Recording of non-certificate shares
C. Purchase, redemptions, exchanges, transfers and legal transfer
D. Changes of address, etc.
E. Daily balancing of the Fund (that is maintaining the master, history and
certificate files in balance, advising the Trust of any differences and
resolving those caused by DST's error)
F. Dividend calculation and disbursement
G. Mailing of quarterly and annual reports, if requested
H. Filing of 1099/1042 information to shareholders and government
I. Provide N1R information - as available on TA2000
J. Systematic withdrawal and purchase plans
K. Pre-authorized checks
L. Purchase reminders
M. Reconcilement of dividend and disbursement accounts and advising trust of
any discrepancies
N. Provide research and correspondence to shareholder's inquiries
O. Daily communication of standard reports to the Fund
P. Provide listings, labels and other special reports
Q. Proxy issuance and tabulation
55
R. Annual Statements of shareholders on microfilm
S. Provide reports as required under Section 19K
T. Wire order processing
U. 12B-1 processing
56
EXHIBIT D
ABC - Auditor's Short Name
DEF - Auditor's Address
GHI - Auditor's Legal Name
JKL - Client Short Name
MNO - Client
CONFIDENTIALITY AGREEMENT FOR AUDITORS
This Agreement entered into this ____ day of ____________, 20__, by and
between DST Systems, Inc., 333 West 11th Street, Kansas City, Missouri, 64105
("DST") and GHI, DEF ("ABC").
WHEREAS, DST has developed a proprietary software system for mutual fund
shareholder recordkeeping and accounting ("DST System"); and
WHEREAS, MNO ("JKL") and DST have entered into an Agency Agreement dated as
of ________________________ (the "Agreement"), whereby JKL has obtained the
right to access DST's TA2000(TM) System and the DST Facilities, as defined in
the Agreement, in connection with the provisions of services to JKL's client
investment companies (the "Funds");
WHEREAS, pursuant to the Agreement JKL has the right to cause its auditors,
ABC, to perform on-site audits of records and accounts and operating procedures
directly pertaining to JKL's securityholder accounts in and the performance of
services for the Funds (the "Audit Subject Matter") subject to the execution of
this Confidentiality Agreement;
WHEREAS, DST will not permit any auditor access to its Facilities, its
TA2000 System and JKL's records in its possession and on its computers unless
and until such auditor duly executes this Agreement;
WHEREAS, each person set forth on the list attached hereto as Exhibit I
(the "Auditors") (a) is employed and designated by ABC, JKL's independent,
public auditing firm, to perform the aforementioned
57
audit of the Audit Subject Matter and (b) must obtain such access in order (i)
for ABC to fulfill its obligations to JKL and (ii) for each Auditor to perform
their obligations to ABC;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, the parties agree as follows:
(a) In accordance with the terms and conditions of the Agreement, DST
shall permit the Auditors reasonable access to the DST Facilities, as
defined in the Agreement, and the Audit Subject Matter and provide
reasonable assistance to them.
(b) ABC and each Auditor recognizes the proprietary right of DST in
and to the TA2000 System which ABC and each Auditor agrees that: (i) all
materials, information and data, in whatever form or media, including
without limitation documents, specifications, forms, systems designs,
structures, procedures, flow charts, data and screen formats, algorithms
and source and object code, pertaining to aspects of the DST System which
DST treats as confidential and protected, and requires its customers to
treat as confidential and protected ("DST Information"), provided to or
disclosed to ABC and its auditors shall remain the sole and exclusive
property of DST; (ii) all DST Information shall be held in strictest
confidence by ABC and each Auditor; (iii) ABC and each Auditor shall use
such DST Information solely for the purpose of auditing the Audit Subject
Matter in accordance with generally accepted auditing standards and, except
for such audit, neither ABC nor any Auditor shall utilize, distribute,
transfer or disclose in any way to any person or firm other than JKL the
DST Information provided or disclosed to it by DST, its employees,
representatives and agents; and (iv) only those employees, representatives
or agents of ABC having a "need to know" shall have access to the DST
Information.
(c) Upon completion of its review of the DST Information furnished or
disclosed to it (or upon earlier request by DST upon reasonable cause being
shown) ABC and each of its Auditors: (i) shall return to DST any tangible
materials furnished to any of them hereunder, and any copies
58
thereof; (ii) shall make available to DST any portion of any analyses,
compilations, studies or documents in whatever form or media made by it or
any of the Auditors containing or summarizing the details of any DST
Information; and (iii) shall safeguard or destroy, as DST may reasonably
require, such portions thereof as might compromise the confidentiality of
any DST Information; and (iv) shall provide DST with a written statement to
effect that the obligations undertaken in (i) - (iii) of this Paragraph (c)
have been fulfilled. Subsection (ii) hereof is not intended to, and does
not, apply to or prohibit the preparation and provision solely to JKL and
the Funds of an Audit Report conforming to generally accepted auditing
standards and applicable law with respect thereto.
(d) ABC shall be responsible for any breach of this Agreement by any
of the Auditors.
(e) This Agreement shall be inoperative as to such portions of the DST
Information which (i) are or become generally available to the public other
than as a result of a disclosure by ABC or the Auditors; or (ii) become
available to ABC on a non-confidential basis from a third party (unrelated
to ABC or DST) which is entitled to disclose it; or (iii) was known to ABC
on a non-confidential basis prior to its disclosure to ABC by DST.
The parties acknowledge that in the event of any breach or threatened
breach of this Agreement remedies at law will be inadequate and the party
seeking to enforce this Agreement will be entitled to injunctive and other
equitable relief (without the posting of any bond).
IN WITNESS WHEREOF, the parties hereto executed this Agreement the day and
year first above written.
ABC DST SYSTEMS, INC.
By: By:
------------------------------ ----------------------------------
Dated: Dated:
--------------------------- -------------------------------
59
EXHIBIT I
The following individuals are all employees of ABC and are the only persons
whom ABC will use to perform the audit of the Audit Subject Matter and to whom
DST Information will be disclosed. The signature of each Auditor hereupon
evidences his/her acknowledgment and awareness of and agreement to be bound by
the terms of the attached Confidentiality Agreement.
NAME OF AUDITOR TITLE SIGNATURE
--------------- ----- ---------
60
APPENDIX I
J.P. MORGAN TRUST LIST
Updated February 13, 2002
MUTUAL FUND TRUST CUSIP NUMBER
----------------- ------------
J.P. Morgan Prime Money Market - Morgan Shares 62826N846
J.P. Morgan Prime Money Market - B Shares 628263725
J.P. Morgan Prime Money Market - C Shares 62826N861
J.P. Morgan Prime Money Market - Premier Shares 628263758
J.P. Morgan Prime Money Market - Agency Shares 628263741
J.P. Morgan Prime Money Market - Institutional Shares 62826N770
J.P. Morgan Prime Money Market - Reserve Shares 62826N788
J.P. Morgan Prime Money Market - Cash Mgmt Shares 62826N747
J.P. Morgan Prime Money Market - Select Shares 62826N739
J.P. Morgan Federal Money Market - Morgan Shares 62826N309
J.P. Morgan Federal Money Market - Premier Shares 62826N408
J.P. Morgan Federal Money Market - Agency Shares 62826N507
J.P. Morgan Federal Money Market - Institutional Shares 62826N689
J.P. Morgan Treasury Plus Money Market - Morgan Shares 62826N879
J.P. Morgan Treasury Plus Money Market - Premier Shares 62826N101
J.P. Morgan Treasury Plus Money Market - Agency Shares 62826N200
J.P. Morgan Treasury Plus Money Market - Institutional Shares 62826N762
J.P. Morgan Treasury Plus Money Market - Reserve Shares 62826N713
J.P. Morgan Tax Free Money Market - Morgan Shares 928374107
J.P. Morgan Tax Free Money Market - Premier Shares 928374875
J.P. Morgan Tax Free Money Market - Agency Shares 628263840
J.P. Morgan Tax Free Money Market - Institutional Shares 62826N754
J.P. Morgan US Government Money Market - Morgan Shares 928374206
J.P. Morgan US Government Money Market - Premier Shares 928374867
J.P. Morgan US Government Money Market - Agency Shares 628263832
J.P. Morgan US Government Money Market - Institutional Shares 62826N663
J.P. Morgan 100% US Treasury Securities Money Market - Morgan Shares 62826N606
J.P. Morgan 100% US Treasury Securities Money Market - Premier Shares 62826N804
J.P. Morgan 100% US Treasury Securities Money Market - Agency Shares 62826N887
J.P. Morgan 100% US Treasury Securities Money Market - Institutional Shares 62826N671
J.P. Morgan California Tax Free Money Market - Morgan Shares 928374859
J.P. Morgan New York Tax Free Money Market - Morgan Shares 928374305
J.P. Morgan New York Tax Free Money Market - Reserve Shares 62826N820
J.P. Morgan Liquid Assets - Morgan Shares 62826N614
J.P. Morgan Liquid Assets - Premier Shares 62826N622
J.P. Morgan Liquid Assets - Agency Shares 62826N630
J.P. Morgan Liquid Assets - Institutional Shares 62826N655
J.P. Morgan Liquid Assets - Capital Shares 62826N648
December 20, 2003
61
MUTUAL FUND GROUP CUSIP NUMBER
----------------- ------------
J.P. Morgan Fleming European Fund - A Shares 628263717
J.P. Morgan Fleming European Fund - B Shares 628263634
J.P. Morgan Fleming European Fund - C Shares 628263337
J.P. Morgan Fleming European Fund - Select Shares 61741A103
J.P. Morgan Fleming European Fund - Institutional Shares 617340724
J.P. Morgan Fleming Tax Aware International Opportunities Fund - A Shares 617449103
J.P. Morgan Fleming Tax Aware International Opportunities Fund - B Shares 617449202
J.P. Morgan Fleming Tax Aware International Opportunities Fund - C Shares 617449301
J.P. Morgan Fleming Tax Aware International Opportunities Fund - Institutional Shares 617449400
J.P. Morgan Short Term Bond Fund II - A Shares 928374784
J.P. Morgan Short Term Bond Fund II - Select Shares 628263105
J.P. Morgan Short Term Bond Fund II - M Shares 628263444
J.P. Morgan US Treasury Income Fund - A Shares 928374602
J.P. Morgan US Treasury Income Fund - B Shares 628263790
J.P. Morgan US Treasury Income Fund - Select Shares 628263113
J.P. Morgan Strategic Income Fund - A Shares 628263535
J.P. Morgan Strategic Income Fund - B Shares 628263527
J.P. Morgan Strategic Income Fund - C Shares 628263519
J.P. Morgan Strategic Income Fund - Select Shares 628263485
J.P. Morgan Strategic Income Fund - M Shares 628263493
J.P. Morgan Capital Growth Fund - A Shares 928374800
J.P. Morgan Capital Growth Fund - B Shares 628263774
J.P. Morgan Capital Growth Fund - C Shares 928374644
J.P. Morgan Capital Growth Fund - Select Shares 628263626
J.P. Morgan H&Q Technology Fund - A Shares 628263246
J.P. Morgan H&Q Technology Fund - B Shares 628263238
J.P. Morgan H&Q Technology Fund - C Shares 628263220
J.P. Morgan Focus Fund - A Shares 628263576
J.P. Morgan Focus Fund - B Shares 628263568
J.P. Morgan Focus Fund - C Shares 628263550
J.P. Morgan Focus Fund - Select Shares 628263543
J.P. Morgan Growth & Income Fund - A Shares 928374701
J.P. Morgan Growth & Income Fund - B Shares 628263782
J.P. Morgan Growth & Income Fund - C Shares 928374651
J.P. Morgan Growth & Income Fund - Select Shares 628263618
J.P. Morgan Select Growth & Income Fund 628263584
J.P. Morgan Fleming International Growth Fund - A Shares 628263170
J.P. Morgan Fleming International Growth Fund - B Shares 628263162
J.P. Morgan Fleming International Growth Fund - C Shares 628263154
J.P. Morgan Fleming Japan Fund - A Shares 628263691
J.P. Morgan Fleming Japan Fund - B Shares 628263642
J.P. Morgan Small Cap Equity Fund - A Shares 628263675
62
J.P. Morgan Small Cap Equity Fund - B Shares 628263667
J.P. Morgan Small Cap Equity Fund - Select Shares 628263592
J.P. Morgan Dynamic Small Cap Fund - A Shares 928374727
J.P. Morgan Dynamic Small Cap Fund - B Shares 928374719
J.P. Morgan Dynamic Small Cap Fund - C Shares 928374669
J.P. Morgan Dynamic Small Cap Fund - Select Shares 628263451
MUTUAL FUND INVESTMENT TRUST CUSIP NUMBER
---------------------------- ------------
J.P. Morgan Balanced Fund - A Shares 62826M624
J.P. Morgan Balanced Fund - B Shares 62826M816
J.P. Morgan Balanced Fund - C Shares 62826M590
J.P. Morgan Balanced Fund - Select Shares 62826M467
J.P. Morgan Core Equity Fund - A Shares 62826M558
J.P. Morgan Core Equity Fund - B Shares 62826M541
J.P. Morgan Core Equity Fund - C Shares 62826M533
J.P. Morgan Core Equity Fund - Select Shares 62826M442
J.P. Morgan Equity Growth Fund - A Shares 62826M525
J.P. Morgan Equity Growth Fund - B Shares 62826M517
J.P. Morgan Equity Growth Fund - C Shares 62826M491
J.P. Morgan Equity Growth Fund - Select Shares 62826M434
J.P. Morgan Equity Growth Fund II 62826M640
J.P. Morgan Equity Income Fund - A Shares 62826M582
J.P. Morgan Equity Income Fund - B Shares 62826M574
J.P. Morgan Equity Income Fund - C Shares 62826M566
J.P. Morgan Equity Income Fund - Select Shares 62826M459
J.P. Morgan Mid Cap Growth Fund - A Shares 62826M483
J.P. Morgan Mid Cap Growth Fund - B Shares 62826M475
J.P. MORGAN SERIES TRUST CUSIP NUMBER
------------------------ ------------
J.P. Morgan Tax Aware Small Company Opportunities Fund - A Shares 616920666
J.P. Morgan Tax Aware Small Company Opportunities Fund - B Shares 616920658
J.P. Morgan Tax Aware Small Company Opportunities Fund - C Shares 616920641
J.P. Morgan Tax Aware Small Company Opportunities Fund - Select Shares 616920716
J.P. Morgan Tax Aware US Equity Fund - A Shares 616920591
J.P. Morgan Tax Aware US Equity Fund - B Shares 616920583
J.P. Morgan Tax Aware US Equity Fund - C Shares 616920575
J.P. Morgan Tax Aware US Equity Fund - Select Shares 616920104
J.P. Morgan Tax Aware US Equity Fund - Institutional Shares 616920203
J.P. Morgan Global Healthcare Fund - A Shares 616920633
J.P. Morgan Global Healthcare Fund - B Shares 616920625
J.P. Morgan Global Healthcare Fund - C Shares 616920617
J.P. Morgan Global Healthcare Fund - Select Shares 616920724
63
J.P. Morgan Global 50 Fund - A Shares 616920690
J.P. Morgan Global 50 Fund - B Shares 616920682
J.P. Morgan Global 50 Fund - C Shares 616920674
J.P. Morgan Global 50 Fund - Select Shares 616920708
J.P. Morgan Tax Aware Disciplined Equity Fund - Institutional Shares 616920401
J.P. Morgan Tax Aware Enhanced Income Fund - A Shares 616920559
J.P. Morgan Tax Aware Enhanced Income Fund - Select Shares 616920849
J.P. Morgan Tax Aware Enhanced Income Fund - Institutional Shares 616920856
J.P. Morgan SmartIndex Fund - Institutional Shares 616920864
J.P. Morgan Large Cap Growth Fund - Institutional Shares 616920880
J.P. Morgan Market Neutral Fund - A Shares 616920468
J.P. Morgan Market Neutral Fund - B Shares 616920450
J.P. Morgan Market Neutral Fund - Institutional Shares 616920872
J.P. Morgan California Bond Fund - A Shares 616920567
J.P. Morgan California Bond Fund - Select Shares 616920500
J.P. Morgan California Bond Fund - Institutional Shares 616920609
J.P. Morgan Disciplined Equity Value Fund - Institutional Shares 62826N697
J.P. Morgan Enhanced Income Fund - Ultra Shares 616920815
J.P. Morgan Enhanced Income Fund - Institutional Shares 616920823
J.P. Morgan US High Yield Bond Fund - A Shares 616920526
J.P. Morgan US High Yield Bond Fund - B Shares 616920518
J.P. MORGAN SERIES TRUST II CUSIP NUMBER
--------------------------- ------------
J.P. Morgan International Opportunities Portfolio 616919502
J.P. Morgan Small Company Portfolio 616919403
J.P. Morgan US Disciplined Equity Portfolio 616919304
J.P. Morgan Bond Portfolio 616919205
J.P. Morgan Mid Cap Value Portfolio 616919601
J.P. MORGAN INSTITUTIONAL FUNDS CUSIP NUMBER
------------------------------- ------------
J.P. Morgan Bond Fund - A Shares 616918595
J.P. Morgan Bond Fund - B Shares 616918587
J.P. Morgan Bond Fund - Select Shares 616918637
J.P. Morgan Bond Fund - Institutional Shares 616918504
J.P. Morgan Bond Fund - Ultra Shares 616918553
J.P. Morgan Fleming International Opportunities Fund - A Shares 616918579
J.P. Morgan Fleming International Opportunities Fund - B Shares 616918561
J.P. Morgan Fleming International Opportunities Fund - Institutional Shares 616918777
J.P. Morgan Fleming International Opportunities Fund - Select Shares 616918629
J.P. Morgan US Equity Fund - A Shares 616918660
J.P. Morgan US Equity Fund - B Shares 616918652
J.P. Morgan US Equity Fund - C Shares 616918645
J.P. Morgan US Equity Fund - Institutional Shares 616918702
J.P. Morgan US Equity Fund - Select Shares 616918611
64
J.P. Morgan Global Strategic Income Fund - A Shares 616918397
J.P. Morgan Global Strategic Income Fund - B Shares 616918389
J.P. Morgan Global Strategic Income Fund - Institutional Shares 616918785
J.P. Morgan Global Strategic Income Fund - Select Shares 616918538
J.P. Morgan Short Term Bond Fund - A Shares 616918371
J.P. Morgan Short Term Bond Fund - Institutional Shares 616918405
J.P. Morgan Short Term Bond Fund - Select Shares 616918546
J.P. Morgan US Small Company Fund - Institutional Shares 616918801
J.P. Morgan US Small Company Fund - Select Shares 616918496
J.P. Morgan Fleming International Value Fund - A Shares 616918462
J.P. Morgan Fleming International Value Fund - B Shares 616918454
J.P. Morgan Fleming International Value Fund - Institutional Shares 616918884
J.P. Morgan Fleming International Value Fund - Select Shares 616918488
J.P. Morgan Fleming Emerging Markets Equity Fund - A Shares 616918439
J.P. Morgan Fleming Emerging Markets Equity Fund - B Shares 616918421
J.P. Morgan Fleming Emerging Markets Equity Fund - Institutional Shares 616918850
J.P. Morgan Fleming Emerging Markets Equity Fund - Select Shares 616918470
J.P. Morgan Diversified Fund - Institutional Shares 616918876
J.P. Morgan Diversified Fund - Select Shares 616918520
J.P. Morgan Disciplined Equity Fund - A Shares 616918363
J.P. Morgan Disciplined Equity Fund - B Shares 616918355
J.P. Morgan Disciplined Equity Fund - Institutional Shares 616918793
J.P. Morgan Disciplined Equity Fund - Select Shares 616918512
FLEMING MUTUAL FUND GROUP CUSIP NUMBER
------------------------- ------------
J.P. Morgan Small Cap Growth Fund - A Shares 339128605
J.P. Morgan Small Cap Growth Fund - B Shares 339128704
J.P. Morgan Small Cap Growth Fund - C Shares 339128803
J.P. Morgan Small Cap Growth Fund - Institutional Shares 339128209
J.P. Morgan Small Cap Growth Fund - Select Shares 339183204
J.P. Morgan Mid Cap Value Fund - A Shares 339128308
J.P. Morgan Mid Cap Value Fund - B Shares 339128407
J.P. Morgan Mid Cap Value Fund - C Shares 339128506
J.P. Morgan Mid Cap Value Fund - Institutional Shares 339128100
J.P. Morgan Mid Cap Value Fund - Select Shares 339183105
J.P. MORGAN FUNDS CUSIP NUMBER
----------------- ------------
J.P. Morgan Fleming Emerging Markets Debt Fund - Select Shares 617340773
J.P. Morgan US Small Company Opportunities Fund - Select Shares 617340781
MUTUAL FUND SELECT TRUST CUSIP NUMBER
------------------------ ------------
J.P. Morgan New York Intermediate Tax Free Income Fund - A Shares 62826P791
J.P. Morgan New York Intermediate Tax Free Income Fund - B Shares 62826P783
J.P. Morgan New York Intermediate Tax Free Income Fund - Select Shares 62826T603
65
J.P. Morgan New York Intermediate Tax Free Income Fund - Institutional Shares 62826T884
J.P. Morgan Intermediate Tax Free Income Fund - Select Shares 62826T108
J.P. Morgan Intermediate Tax Free Income Fund - Institutional Shares 62826T702
J.P. Morgan New Jersey Tax Free Income Fund - Select Shares 62826T405
J.P. Morgan Tax Free Income Fund - A Shares 62826P825
J.P. Morgan Tax Free Income Fund - B Shares 62826P817
J.P. Morgan Tax Free Income Fund - Select Shares 62826T504
MUTUAL FUND SELECT GROUP CUSIP NUMBER
------------------------ ------------
J.P. Morgan Bond Fund II - A Shares 62826P866
J.P. Morgan Bond Fund II - B Shares 62826P858
J.P. Morgan Bond Fund II - Select Shares 62826P775
J.P. Morgan Intermediate Bond Fund - A Shares 62826P841
J.P. Morgan Intermediate Bond Fund - Select Shares 62826P767
J.P. Morgan Select Large Cap Growth Fund 62826P403
J.P. Morgan Select Mid Cap Equity Fund 62826P502
J.P. Morgan Select Small Cap Equity Fund 62826P601
J.P. Morgan Select Balanced Fund 62826P106
J.P. Morgan Select Equity Income Fund 62826P205
J.P. Morgan Select International Equity Fund - A Shares 616920484
J.P. Morgan Select International Equity Fund - B Shares 616920476
J.P. Morgan Select International Equity Fund - Institutional Shares 616920492
J.P. Morgan Select International Equity Fund - Select Shares 62826P700
J.P. Morgan Select Large Cap Equity Fund 62826P304
MUTUAL VARIABLE ANNUITY TRUST CUSIP NUMBER
----------------------------- ------------
Vista Capital Advantage Variable Annuity Capital Growth Portfolio 62826R201
Vista Capital Advantage Variable Annuity Growth & Income Portfolio 62826R300
Vista Capital Advantage Variable Annuity International Equity Portfolio 62826R102
Vista Capital Advantage Variable Annuity Asset Allocation Portfolio 62826R409
Vista Capital Advantage Variable Annuity Money Market Portfolio 62826R607
Vista Capital Advantage Variable Annuity US Government Income Portfolio 62826R508
J.P. MORGAN CHASE & CO. SOLELY WITH RESPECT TO EACH ACCOUNT REGISTERED IN THE
NAME OF J.P. MORGAN CHASE BANK NA (OR AN AFFILIATE), SPECIAL ACCT. BENEFIT OF
CLIENTS ATTN: KEN FAITH IN THE FOLLOWING
AMERICAN CENTURY FUNDS(1) CUSIP NUMBER
------------------------- ------------
American Century Ultra Fund 25083882
American Century Select Fund 25083502
American Century International Growth Fund 25086109
American Century International Discovery Fund 25086505
American Century Value Fund 25076506
----------
(1) Sub-accounting Services only.
66
American Century California Tax Free Money Market Fund 25075300
American Century Florida Municipal Money Market Fund 24934200
American Century California Intermediate Tax Free Fund 25075508
American Century GNMA Fund 25081605
American Century California High Yield Municipal Fund 25075201
American Century Florida Intermediate Term Municipal Fund 24934309
American Century California Municipal Money Market Fund 25075102
American Century Heritage Fund 25083791
American Century Equity Income Fund 25076100
American Century California Long Term Tax Free Fund 25075607
American Century High Yield Bond Fund 25083445
American Century Real Estate Fund 25076886
American Century Growth Fund 25083106
American Century Small Cap Value Fund 25076852
67
