EX-99.h.2.d
AMENDMENT TO SERVICES AGREEMENT
This Amendment (the "Amendment"), made as of July 16, 2008, amends the
Services Agreement dated as of March 12, 2008, as amended, (the "Agreement")
between Citi Fund Services Ohio, Inc. ("Citi") and Aberdeen Funds (the
"Company"). All capitalized terms used but not defined herein shall have the
meanings given to them in the Agreement.
WHEREAS, pursuant to the Agreement, Citi provides, among other things,
transfer agency services to the investment portfolios of the Company (each a
"Fund"); and
WHEREAS, the Company wishes to have and to give dealers and financial
advisors associated with the Funds (collectively, "Users") internet-based access
to certain information stored on Citi's mutual fund shareholder recordkeeping
system (the "Information").
NOW THEREFORE, the Company and Citi, intending to be legally bound hereby,
agree as follows:
1. CITI'S RESPONSIBILITIES
Citi will provide access to Information through the services set forth on
Schedule 1 to this Amendment as amended from time to time (the "Portal
Services"). As and when additional business requirements and new Portal Service
features emerge, Citi and the Company will consult with one another on
additional features and deliverables, and the fees to be charged for those
features and deliverables.
Upon receipt of the Company's authorization, Citi will begin supplying
Information through the Portal Services as of the latest of (i) July 17th (ii)
the business day following complete execution and delivery of this Agreement or
(iii) the business day immediately following receipt of such authorization. Citi
will reasonably assist the Company in the service installation and acceptance
testing.
Citi will provide to Users, during Citi's normal business hours, telephone
support regarding a User's proper and authorized use of the then-current Portal
Services, provided that support with respect to Portal Services shall be limited
to Citi's provision of Information through such Portal Service. For any
non-support-related assistance or consulting, the Company may contract with Citi
for additional Professional Services at an agreed upon rate.
The Portal Services are not subject to the disaster recovery provisions of
Article 7 of the Agreement.
2. COMPANY'S RESPONSIBILITIES
The Company is responsible for entering into an agreement with any Portal
Service it wishes to make available to Users, and for ensuring that such Portal
Service provides appropriate security measures. The Company will provide, or
cause the relevant Portal Service to provide, to Citi such information as Citi
requires to make Information available through the Portal Services.
The Company shall be liable for the misuse or sharing of unique system
identifiers ("User IDs"), as well as passwords, issued to the Company and to the
users designated in writing to Citi by the Company (the "Users"). In the event
of any misuse, sharing or transfer of a User ID, Citi may terminate such User
IDs and/or this Agreement immediately. The Company shall provide Citi with
prompt written notice of any breach of this Agreement, including, without
limitation, any misuse or sharing of User IDs or misuse of the Portal Services
or Information.
The Company will pay to Citi the fees set forth on Schedule 2 to this
Amendment (the "Portal Fees"). Schedule D to the Agreement is deemed to be
amended to include the Portal Fees, which are separate and additional to the
fees payable under the Agreement. The Portal Fees shall be payable until such
time as the Portal Services are terminated as provided herein.
Information furnished to a User as part of any Portal Service is furnished
at the express direction of the Company, for purposes of Articles 11 of the
Agreement. The Company is solely responsible for ensuring that the release of
Information complies with applicable privacy and other laws and regulations.
3. REPRESENTATIONS AND WARRANTIES
(a) The Company represents (i) that it has full power and authority to
enter into and perform this Amendment, (ii) that this Amendment, and all
information relating thereto has been presented to and reviewed by the Board of
Trustees of the Company (the "Board"), and (iii) that the Board has approved
this Amendment.
(b) Citi represents that it has full power and authority to enter into and
perform this Amendment.
4. MODIFIED STANDARD OF CARE AND INDEMNIFICATION
Article 7 of the Agreement is modified as follows only as it relates to the
Portal Services: all uses of the word "negligence" set forth in Article 7 of the
Agreement are deleted and replaced with the words "gross negligence."
5. TERMINATION
Either party may terminate one or more Portal Services at any time by
giving the other party at least 30 days' prior written notice.
6. MISCELLANEOUS
(a) This Amendment supplements and amends the Agreement. The provisions set
forth in this Amendment supersede all prior negotiations, understandings and
agreements bearing upon the subject matter covered herein, including any
conflicting provisions of the Agreement or any provisions of the Agreement that
directly cover or indirectly bear upon matters covered under this Amendment.
(b) Except as specifically modified or amended by this Amendment, the
rights and obligations of the parties with regard to the Portal Services are
governed by the Agreement.
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Therefore, unless specifically provided to the contrary, all provisions of the
Agreement, including its indemnification provisions, apply to the Portal
Services.
(c) Each reference to the Agreement in the Agreement (as it existed prior
to this Amendment) and in every other agreement, contract or instrument to which
the parties are bound, shall hereafter be construed as a reference to the
Agreement as amended by this Amendment. Except as provided in this Amendment,
the provisions of the Agreement remain in full force and effect. No amendment or
modification to this Amendment shall be valid unless made in writing and
executed by both parties hereto.
(d) Paragraph headings in this Amendment are included for convenience only
and are not to be used to construe or interpret this Amendment.
(e) This Amendment may be executed in counterparts, each of which shall be
an original but all of which, taken together, shall constitute one and the same
agreement.
(f) Schedules 1 and/or 2 may be amended at any time by substitution of an
executed amended schedule without affecting the balance of this Amendment.
IN WITNESS WHEREOF, a duly authorized officer of each party has signed this
Amendment as of the date set forth above.
CITI FUND SERVICES OHIO, INC.
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: President
ABERDEEN FUNDS
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: President
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SCHEDULE 1
TO THE AMENDMENT TO SERVICES AGREEMENT
Dated as of July 16, 2008
Portal Services
1. AdvisorCentral
Citi will coordinate access to the Funds such that Users will have access to
mutual fund and shareholder account data, including consolidated account views,
total market value, comprehensive account detail, transaction history, and a
CDSC simulator. Specific User IDs will be tagged for access to some or all of
the above information for one or more shareholders and/or dealers.
Citi will facilitate obtaining User IDs for Company, Fund and Citi personnel, as
well as resolution of any system interference with data access. Citi will
provide appropriate personnel to accept phone calls, during regular business
hours, regarding problems with data access to Information.
Citi is not affiliated with AdvisorCentral, and is not responsible for errors or
problems with the AdvisorCentral system, but will coordinate on behalf of the
Company and Funds with AdvisorCentral to assist in resolving any such problems.
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SCHEDULE 2
TO THE AMENDMENT TO SERVICES AGREEMENT
Dated as of July 16, 2008
Fees
ADVISORCENTRAL
The Company will be invoiced for Citi's out-of-pocket expenses it pays to
SunGard, which will consist of telecommunication and maintenance charges. Citi
will provide a copy of the actual SunGard invoice to Company for services
rendered by SunGard on behalf of Company.
GENERAL
I. Professional Services
At Company's reasonable request and subject to the availability of Citi's
personnel, Citi will provide consulting services, custom modification
programming, and general support services relating to Portal Service at an
agreed upon rate.
II. Invoicing
The Company will be invoiced monthly for Portal Services. Portal Fees for any
one Portal Service will be invoiced as separate line items on the same single
monthly invoice along with other Agreement fees and Portal Fees for each other
Portal Service. Citi will provide copies of the actual invoices from any third
party providers for services rendered by the third party providers on behalf of
Company.
