TRANSFER AGENCY AND SERVICE AGREEMENT
between
PIMCO ADVISORS L.P.
And
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
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1. Terms of Appointment and Duties........................................1
2. Third Party Administrators for Defined Contribution Plans..............4
3. Fees and Expenses......................................................5
4. Representations and Warranties of the Transfer Agent...................6
5. Representations and Warranties of the Fund.............................6
6. Wire Transfer Operating Guidelines.....................................7
7. Data Access and Proprietary Information................................9
8. Indemnification.......................................................11
9. Standard of Care......................................................12
10. Year 2000.............................................................13
11. Confidentiality.......................................................13
12. Covenants of the Administrator and the Transfer Agent.................14
13. Termination of Agreement..............................................14
14. Assignment and Third Party Beneficiaries..............................15
15. Subcontractors........................................................15
16. Miscellaneous.........................................................16
17. Additional Funds......................................................18
18. Limitations of Liability of the Trustees and Shareholders.............18
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 15th day of Sept., 2000, by and between PIMCO ADVISORS
L.P., a Delaware Limited partnership, having its principal office and place of
business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and STATE
STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its
principal office and place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Transfer Agent").
WHEREAS, PIMCO ADVISORY SERVICES (the "Administrator"), on behalf of FISH: Fixed
Income Shares ("▇▇▇ ▇▇▇▇") administers all of the operations of the FISH: Fixed
Income Shares, a Massachusetts business trust that is registered with the
Securities and Exchange Commission ("SEC") as an open-end management investment
company pursuant to an Administration Agreement between the Fund and the
Administrator, and procures or provides for the procurement on behalf of the
Fund, at the Administrator's expense, certain services, including among others,
transfer agency and recordkeeping services.
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS, the Fund currently offers shares in two (2) series, such series shall
be named in the attached Schedule A which may be amended by the parties from
time to time (each such series, together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance with
Section 17, being herein referred to as a "Portfolio", and collectively as the
"Portfolios"); and
WHEREAS, the fund offers each Portfolio in various share classes; and
WHEREAS, the Administrator on behalf of the Fund and the Portfolios desire to
appoint the Transfer Agent as its transfer agent, dividend disbursing agent,
custodian of certain retirement plans and agent in connection with certain other
activities with respect to certain share classes and the Transfer Agent desires
to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment and Duties
1.1. Transfer Agency Services. Subject to the terms and conditions set forth in
this Agreement, the Administrator, on behalf of the Fund and its
Portfolios, hereby employs and appoints the Transfer Agent to act as, and
the Transfer Agent agrees to act as the Fund's transfer agent for the
Fund's authorized and issue shares of its beneficial interest, ("Shares"),
dividend disbursing agent, open-account or similar plan provided to the
shareholders of each of the respective Portfolios of the Fund
("Shareholders") and set out
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in the currently effective prospectuses and statement of additional
information ("prospectus") of the Fund on behalf of the applicable
Portfolio, including without limitation any periodic investment plan or
periodic withdrawal program. In accordance with procedures established
from time to time by agreement between the Administrator on behalf of the
Fund and each of the Portfolios, as applicable and the Transfer Agent, the
Transfer Agent agrees that it will perform the following services:
(a) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to the
Custodian of the Fund authorized pursuant to the Declaration of Trust of
the Fund (the "Custodian");
(b) Pursuant to purchase orders, issue the appropriate number and class of
Shares and hold such Shares in the appropriate Shareholder account;
(c) Receive for acceptance redemption requests and redemption directions
and deliver the appropriate documentation thereof to the Custodian;
(d) In respect to the transactions in items (a), (b) and (c) above, the
Transfer Agent shall execute transactions directly with broker-dealers
authorized by the Administrator on behalf of the Fund;
(e) At the appropriate time as and when it receives monies paid to it by
the Custodian with respect to any redemption, pay over or cause to be paid
over in the appropriate manner such monies as instructed by the redeeming
Shareholders;
(f) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and distributions declared
by the Fund on behalf of the applicable Portfolio;
(h) Issue replacement certificates for those certificates alleged to have
been lost, stolen or destroyed upon receipt by the Transfer Agent of
indemnification satisfactory to the Transfer Agent and protecting the
Transfer Agent, the Administrator, and the Fund, and the Transfer Agent at
its option, may issue replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such indemnity;
(i) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(j) Record the issuance of Shares of the Fund and maintain pursuant to SEC
Rule 17Ad-10(e) a record of the total number of Shares of the Fund which
are authorized, based upon data provided to it by the Administrator on
behalf of the Fund, and issued and outstanding. The Transfer Agent shall
also provide the Administrator or the Fund on a regular basis with the
total number of Shares which are authorized and issued and
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outstanding and shall have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or to take cognizance of
any laws relating to the issue or sale of such Shares, which functions
shall be the sole responsibility of the Administrator or the Fund.
1.2. Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph, the
Transfer Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services of a transfer
agent, dividend disbursing agent, and, as relevant, agent in connection
with accumulation, open-account or similar plan (including without
limitation any periodic investment plan or periodic withdrawal program),
including but not limited to: maintaining all Shareholder accounts,
preparing Shareholder meeting lists, mailing Shareholder proxies,
Shareholder reports and prospectuses to current Shareholders, withholding
taxes on U.S. resident and non-resident alien accounts, preparing and
filing U.S. Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by federal
authorities for all Shareholders, preparing and mailing confirmation forms
and statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for Shareholders, and
providing Shareholder account information.
(b) Control Book (also known as "Super Sheet"). Maintain a daily record
and produce a daily report for the Administrator, on behalf of the Fund,
of all transactions and receipts and disbursements of money and securities
and deliver a copy of such report for the Administrator, on behalf of the
Fund, for each business day to the Administrator, on behalf of the Fund,
no later than 9:00 AM Eastern Time, or such earlier time as the
Administrator, on behalf of the Fund, may reasonably require, on the next
business day.
(c) "Blue Sky" Reporting. The Administrator, on behalf of the Fund shall
(i) identify to the Transfer Agent in writing those transactions and
assets to be treated as exempt from blue sky reporting for each State; and
(ii) verify the establishment of transactions for each State on the system
prior to activation and thereafter monitor the daily activity for each
State. The responsibility of the Transfer Agent for the Fund's blue sky
State registration status is solely limited to the initial establishment
of transactions subject to blue sky compliance by the Fund and providing a
system which will enable the Fund to monitor the total number of Shares
sold in each State.
(d) National Securities Clearing Corporation (the "NSCC"). (i) accept and
effectuate the registration and maintenance of accounts through Networking
and the purchase, redemption, transfer and exchange of shares in such
accounts through Fund/SERV (networking and Fund/SERV being programs
operated by the NSCC on behalf of NSCC's participants, including the
Fund), in accordance with, instructions transmitted to and received by the
Transfer Agent by transmission from NSCC on behalf of broker-dealers and
banks which have been established by, or in accordance with the
instructions of
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authorized persons, as hereinafter defined on the dealer file maintained
by the Transfer Agent; (ii) issue instructions to the Fund's banks for the
settlement of transactions between the Fund and NSCC (acting on behalf of
its broker-dealer and bank participants); (iii) provide account and
transaction information from the affected Fund's records on DST Systems,
Inc. computer system TA2000 ("TA2000 System") in accordance with NSCC's
Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain
Shareholder accounts on TA2000 System through Networking.
(e) New Procedures. New procedures as to who shall provide certain of
these services in Section 1 may be established in writing from time to
time by agreement between the Administrator, on behalf of the Fund, and
the Transfer Agent. The Transfer Agent may at times perform only a portion
of these services and the Administrator or its agent may perform these
services on the Fund's behalf.
(f) Additional Telephone Support Services. If the parties elect to have
the Transfer Agent provide additional telephone support services under
this Agreement, the parties will agree to such services, fees and
sub-contracting as stated in Schedule 1.2(f) entitled "Telephone Support
Services" attached hereto.
1.3. Retirement Accounts. With respect to certain retirement plans or accounts
(such as individual retirement accounts ("IRAs"), SIMPLE IRAs, SEP IRAs,
▇▇▇▇ IRAs, Education IRAs, and 403(b) Plans (such accounts, "Retirement
Accounts"), the Transfer Agent, at the request of the Administrator, on
behalf of the Fund, shall arrange for the provision of appropriate
prototype plans as well as provide or arrange for the provision of various
services to such plans and/or accounts, which services may include
custodial services to be provided by State Street Bank and Trust Company
(the "Bank"), account set-up maintenance, and disbursements as well as
such other services as the parties hereto shall mutually agree upon.
2. Third Party Administrators for Defined Contribution Plans
2.1. The Administrator, on behalf of the Fund, may decide to make available to
certain of the Fund's customers, a qualified plan program (the "Program")
pursuant to which the customers ("Employers") may adopt certain plans of
deferred compensation ("Plan or Plans") for the benefit of the individual
Plan participant (the "Plan Participant"), such Plan(s) being qualified
under Section 401(a) of the Internal Revenue Code of 1986, as amended
("Code") and administered by third party administrators which may be plan
administrators as defined in the Employee Retirement Income Security Act
of 1974, as amended)(the "TPA(s)").
2.2. In accordance with the procedures established in the initial Schedule 2.1
entitled "Third Party Administrator Procedures", as may be amended by the
Transfer Agent and the Administrator, on behalf of the Fund, from time to
time ("Schedule 2. 1"), the Transfer Agent shall:
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(a) Treat Shareholder accounts established by the Plans in the name of the
Trustees, Plans or TPAs as the case may be as omnibus accounts;
(b) Maintain omnibus accounts on its records in the name of the TPA or its
designee as the Trustee for the benefit of the Plan; and
(c) Perform all services under Section 1 as transfer agent of Fund and not
as a recordkeeper for the Plans.
2.3. Transactions identified under Section 2 of this Agreement shall be deemed
exception services ("Exception Services") when such transactions:
(a) Require the Transfer Agent to use methods and procedures other than
those usually employed by the Transfer Agent to perform services under
Section 1 of this Agreement;
(b) Involve the provision of information to the Transfer Agent after the
commencement of the nightly processing cycle of the TA2000 System; or
(c) Require more manual intervention by the Transfer Agent, either in the
entry of data or in the modification or amendment of reports generated by
the TA2000 System than is usually required by non-retirement plan and
pre-nightly transactions.
3. Fees and Expenses
3.1. Fee Schedule. For the performance by the Transfer Agent pursuant to this
Agreement, the Administrator, on behalf of the Fund, agrees to pay the
Transfer Agent the fees as set forth in the attached fee schedule
("Schedule 3.1"). Such fees and out-of-pocket expenses identified under
Section 3.2 below may be changed from time to time subject to mutual
written agreement between the Administrator, on behalf of the Fund and the
Transfer Agent.
3.2. Out-of-Pocket Expenses. In addition to the fee paid under Section 3.1
above, the Administrator on behalf of the Fund, agrees to reimburse the
Transfer Agent for out-of-pocket expenses, including but not limited to
confirmation production, postage, forms, telephone, microfilm, microfiche,
mailing and tabulating proxies, records storage, or advances incurred by
the Transfer Agent for the items set out in Schedule 3.1 attached hereto.
In addition, any other expenses incurred by the Transfer Agent at the
request or with the consent of the Administrator, on behalf of the Fund,
will be reimbursed by the Administrator, on behalf of the Fund.
3.3. Cost of Living Adjustment. Following the Initial Term, unless the parties
shall otherwise agree and provided that the service mix and volumes remain
consistent as previously provided in the Initial Term, the total fee for
all services shall equal the fee that would be charged for the same
services based on a fee rate (as reflected in a fee rate schedule)
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increased by the percentage increase for the twelve-month period of such
previous calendar year of the Consumer Price Index for Urban Wage Earners
and Clerical Workers, for the Boston area, as published bimonthly by the
United States Department of Labor, Bureau of Labor Statistics, or, in the
event that publication of such Index is terminated, any successor or
substitute index, appropriately adjusted, acceptable to both parties.
3.4. Invoices. The Administrator, on behalf of the Fund, agrees to pay all fees
and reimbursable expenses within thirty (30) days following the receipt of
the respective billing notice, except for any fees or expenses which are
subject to good faith dispute. In the event of such a dispute, the
Administrator may only withhold that portion of the fee or expense subject
to the good faith dispute. The Administrator shall notify the Transfer
Agent in writing within twenty-one (21) calendar days following the
receipt of each billing notice if the Administrator is disputing any
amounts in good faith. If the Administrator does not provide such notice
of dispute within the required time, the billing notice will be deemed
accepted by the Administrator, on behalf of the Fund.
3.5. Late Payments. If any undisputed amount in an invoice of the Transfer
Agent (for fees or reimbursable expenses) is not paid when due, the Fund
shall pay the Transfer Agent interest thereon (from the due date to the
date of payment) at a per annum rate equal to one percent (1.0%) plus the
Prime Rate (that is, the base rate on corporate loans posted by large
domestic banks) published by The Wall Street Journal (or, in the event
such rate is not so published, a reasonably equivalent published rate
selected by the Fund) on the first day of publication during the month
when such amount was due. Notwithstanding any other provision hereof, such
interest rate shall be no greater than permitted under applicable
provisions of Massachusetts law.
4. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Administrator that:
4.1. It is a corporation duly organized and existing and in good standing under
the laws of The Commonwealth of Massachusetts.
4.2. It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
4.3. It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.
4.4. All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
4.5. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
5. Representations and Warranties of the Administrator and Fund
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The Administrator, on behalf of the Fund represents and warrants to the Transfer
Agent that:
5.1. The Fund is a business trust duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
5.2. The Fund is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.
5.3. The Fund has performed all requisite corporate proceedings to receive
services pursuant to this Agreement.
5.4. The Fund is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.
5.5. A registration statement under the Securities Act of 1933, as amended is
currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with
respect to all Shares of the Fund being offered for sale.
5.6. The Administrator is a division of a limited partnership organized and
existing and in good standing under the laws of the State of Delaware.
5.7. All requisite proceedings required by its governing documents have been
taken to authorize the Administrator to enter into and perform this
Agreement.
5.8. The Administrator is authorized to act on behalf of the Fund in entering
into and performing this Agreement; and
5.9. The Administrator is individually liable for all duties and obligations
under this Agreement on behalf of itself and the Fund, including, without
limitation, the payment of fees.
6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial
Code
6.1. The Transfer Agent is authorized to promptly debit the appropriate Fund
account(s) upon the receipt of a payment order in compliance with the
selected security procedure (the "Security Procedure") chosen for funds
transfer and in the amount of money that the Transfer Agent has been
instructed to transfer. The Transfer Agent shall execute payment orders in
compliance with the Security Procedure and with the Administrator's
instructions on the execution date provided that such payment order is
received by the customary deadline for processing such a request, unless
the payment order specifies a later time. All payment orders and
communications received after this the customary deadline will be deemed
to have been received the next business day.
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6.2. The Administrator, on behalf of the Fund, acknowledges that the Security
Procedure it has designated on the Fund Selection Form was selected by the
Administrator, on behalf of the Fund, from security procedures offered by
the Transfer Agent. The Administrator and the Fund shall restrict access
to confidential information relating to the Security Procedure to
authorized persons as communicated to the Transfer Agent in writing. The
Administrator, on behalf of the Fund, must notify the Transfer Agent
immediately if it has reason to believe unauthorized persons may have
obtained access to such information or of any change in the Fund's
authorized personnel. The Transfer Agent shall verify the authenticity of
all Fund instructions according to the Security Procedure.
6.3. The Transfer Agent shall process all payment orders on the basis of the
account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the
account number, the account number shall take precedence and govern.
6.4. The Transfer Agent reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected
balance in the account to be charged at the time of the Transfer Agent's
receipt of such payment order; (b) if initiating such payment order would
cause the Transfer Agent, in the Transfer Agent's sole judgment, to exceed
any volume, aggregate dollar, network, time, credit or similar limits
which are applicable to the Transfer Agent; or (c) if the Transfer Agent,
in good faith, is unable to satisfy itself that the transaction has been
properly authorized.
6.5. The Transfer Agent shall use reasonable efforts to act on all authorized
requests to cancel or amend payment orders received in compliance with the
Security Procedure provided that such requests are received in a timely
manner affording the Transfer Agent reasonable opportunity to act.
However, the Transfer Agent assumes no liability if the request for
amendment or cancellation cannot be satisfied.
6.6. The Transfer Agent shall assume no responsibility for failure to detect
any erroneous payment order provided that the Transfer Agent complies with
the payment order instructions as received and the Transfer Agent complies
with the Security Procedure. The Security Procedure is established for the
purpose of authenticating payment orders only and not for the detection of
errors in payment orders.
6.7. The Transfer Agent shall assume no responsibility for lost interest with
respect to the refundable amount of any unauthorized payment order, unless
the Transfer Agent is notified of the unauthorized payment order within
thirty (30) days of notification by the Transfer Agent of the acceptance
of such payment order. In no event (including failure to execute a payment
order) shall the Transfer Agent be liable for special, indirect or
consequential damages, even if advised of the possibility of such damages.
6.8. When the Administrator, on behalf of the Fund, initiates or receives
Automated Clearing House ("ACH") credit and debit entries pursuant to
these guidelines and the rules of the
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National Automated Clearing House Association and the New England Clearing
House Association, the Bank will act as an Originating Depository
Financial Institution and/or receiving depository Financial Institution,
as the case may be, with respect to such entries. Credits given by the
Transfer Agent with respect to an ACH credit entry are provisional until
the Transfer Agent receives final settlement for such entry from the
Federal Reserve Bank. If the Transfer Agent does not receive such final
settlement, the Administrator, on behalf of the Fund, agrees that the
Transfer Agent shall receive a refund of the amount credited to the Fund
in connection with such entry, and the party making payment to the Fund
via such entry shall not be deemed to have paid the amount of the entry.
6.9. Confirmation of Transfer Agent's execution of payment orders shall
ordinarily be provided within twenty four (24) hours notice of which may
be delivered through the Transfer Agent's proprietary information systems,
or by facsimile or call-back. The Administrator on behalf of the Fund,
must report any objections to the execution of an order within thirty (30)
days.
7. Data Access and Proprietary Information
7.1. The Administrator, on behalf of the Fund acknowledges that the databases,
computer programs, screen formats, report formats, interactive design
techniques, and documentation manuals furnished to the Fund by the
Transfer Agent as part of the Administrator's and the Fund's ability to
access certain Fund-related data ("Customer Data") maintained by the
Transfer Agent on databases under the control and ownership of the
Transfer Agent or other third party ("Data Access Services") constitute
copyrighted. trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to the Transfer Agent or
other third party. In no event shall Proprietary Information be deemed
Customer Data. The Administrator, on behalf of the Fund, agrees to treat
all Proprietary Information as proprietary to the Transfer Agent and
further agrees that it shall not divulge any Proprietary Information to
any person or organization except as may be provided hereunder. Without
limiting the foregoing, the Administrator, on behalf of the Fund, agrees
for itself, the Fund and their respective employees and agents to:
(a) Use such programs and databases (i) solely on the Fund's computers, or
(ii) solely from equipment at the location agreed to between the
Administrator and the Transfer Agent and (iii) solely in accordance with
the Transfer Agent's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the
normal course of performing processing on the Fund's computer(s)), the
Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained, to
inform in a timely manner of
9
such fact and dispose of such information in accordance with the Transfer
Agent's instructions;
(d) Refrain from causing or allowing information transmitted from the
Transfer Agent's computer to the Fund's terminal to be retransmitted to
any other computer terminal or other device except as expressly permitted
by the Transfer Agent (such permission not to be unreasonably withheld);
(e) Access only to those authorized transactions as agreed to between the
Administrator, on behalf of the Fund, and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to
protect at the Transfer Agent's expense the rights of the Transfer Agent
in Proprietary Information at common law, under federal copyright law and
under other federal or state law.
7.2. Proprietary Information shall not include all or any portion of any of the
foregoing items that: (i) are or become publicly available without breach
of this Agreement; (ii) are released for general disclosure by a written
release by the Transfer Agent; (iii) are already in the possession of the
receiving party at the time or receipt without obligation of
confidentiality or breach of this Agreement; and (iv) are subsequently and
independently developed by employees, consultants or agents of the party
without reference to the Confidential Information disclosed under this
Agreement.
7.3. The Administrator, on behalf of the Fund, acknowledges that its obligation
to protect the Transfer Agent's Proprietary Information is essential to
the business interest of the Transfer Agent and that the disclosure of
such Proprietary Information in breach of this Agreement would cause the
Transfer Agent immediate, substantial and irreparable harm, the value of
which would be extremely difficult to determine. Accordingly, the parties
agree that, in addition to any other remedies that may be available in
law, equity, or otherwise for the disclosure or use of the Proprietary
Information in breach of this Agreement, the Transfer Agent shall be
entitled to seek and obtain a temporary restraining order, injunctive
relief, or other equitable relief against the continuance of such breach.
7.4. The Administrator may disclose the Proprietary Information in the event
that it is required to be disclosed: (i) by law or in a judicial or
administrative proceeding; or (ii) by any appropriate regulatory authority
having jurisdiction over the disclosing party; provided that all
reasonable legal remedies for maintaining such information in confidence
have been exhausted including, but not limited to, giving the Transfer
Agent as much advance notice of the possibility of such disclosure as
practical so the Transfer Agent may attempt to stop such disclosure or
obtain a protective order concerning such disclosure
7.5. If the Administrator, on behalf of the Fund, notifies the Transfer Agent
that any of the Data Access Services do not operate in material compliance
with the most recently issued
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user documentation for such services, the Transfer Agent shall endeavor in
a timely manner to correct such failure. Organizations from which the
Transfer Agent may obtain certain data included in the Data Access
Services are solely responsible for the contents of such data and the
Administrator, on behalf of the Fund, agrees to make no claim against the
Transfer Agent arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES
AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION
THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT
EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
7.6. If the transactions available to the Administrator, on behalf of the Fund,
include the ability to originate electronic instructions to the Transfer
Agent in order to: (i) effect the transfer or movement of cash or Shares;
or (ii) transmit Shareholder information or other information, then in
such event the Transfer Agent shall be entitled to rely on the validity
and authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity with
security procedures established by the Transfer Agent from time to time.
7.7. Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 7. The obligations of this Section
shall survive any earlier termination of this Agreement.
8. Indemnification
8.1. The Transfer Agent shall not be responsible for, and the Administrator, on
behalf of the Fund shall indemnify and hold the Transfer Agent, and with
regard to Section 8.1(e), the Bank harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or willful
misconduct;
(b) The Administrator's or the Fund's lack of good faith, negligence or
willful misconduct;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors on: (i)
any information, records, documents, data, stock certificates or services,
which are received by the Transfer Agent or its agents or subcontractors
by machine readable input, facsimile, CRT data entry, electronic
instructions or other similar means authorized by the Administrator, on
behalf
11
of the Fund, and which have been prepared, maintained or performed by the
Administrator, the Fund or any other person or firm on behalf of the
Administrator or the Fund including but not limited to any previous
transfer agent or registrar, (ii) any instructions or requests of the
Administrator, on behalf of the Fund, or any of their respective officers;
(iii) any instructions or opinions of legal counsel with respect to any
matter arising in connection with the services to be performed by the
Transfer Agent under this Agreement which are provided to the Transfer
Agent after consultation with such legal counsel; or (iv) any paper or
document, reasonably believed to be genuine, authentic, or signed by the
proper person or persons;
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered or
in violation of any stop order or other determination or ruling by any
federal or any state agency with respect to the offer or sale of such
Shares;
(e) The negotiation and processing of any checks including without
limitation for deposit into the Fund's demand deposit account maintained
by the Transfer Agent; or
(f) Upon the Administrator's request, on behalf of the Fund, entering into
any agreements required by the National Securities Clearing Corporation
(the "NSCC") for the transmission of Fund or Shareholder data through the
NSCC clearing systems.
8.2. In order that the indemnification provisions contained in this Section 8
shall apply, upon the assertion of a claim for which the Administrator, on
behalf of the Fund, may be required to indemnify the Transfer Agent, the
Transfer Agent shall promptly notify the Administrator of such assertion,
and shall keep the Administrator advised with respect to all developments
concerning such claim. The Administrator, on behalf of the Fund, shall
have the option to participate with the Transfer Agent in the defense of
such claim or to defend against said claim in its own name or in the name
of the Transfer Agent. The Transfer Agent shall in no case confess any
claim or make any compromise in any case in which the Administrator, on
behalf of the Fund, may be required to indemnify the Transfer Agent except
with the Administrator's prior written consent.
9. Standard of Care
9.1. The Transfer Agent shall at all times act in good faith and agrees to use
its best efforts within reasonable limits to ensure the accuracy of all
services performed under this Agreement, but assumes no responsibility and
shall not be liable for loss or damage due to errors unless said errors
are caused by its negligence, bad faith, or willful misconduct or that of
its employees, except as provided in Section 9.2 below.
12
9.2. In the case of Exception Services as defined in Section 2.3 herein, the
Transfer Agent shall be held to a standard of gross negligence and
encoding and payment processing errors shall not be deemed negligence.
10. Year 2000
The Transfer Agent will take reasonable steps to ensure that its products
(and those of its third-party suppliers) reflect the available technology
to offer products that are Year 2000 ready, including, but not limited to,
century recognition of dates, calculations that correctly compute same
century and multi century formulas and date values, and interface values
that reflect the date issues arising between now and the next one-hundred
years, and if any changes are required, the Transfer Agent will make the
changes to its products at a price to be agreed upon by the parties and in
a commercially reasonable time frame and will require third-party
suppliers to do likewise.
11. Confidentiality
11.1. The Transfer Agent and the Administrator, on behalf of the Fund, agree
that they will not, at any time during the term of this Agreement or after
its termination, reveal, divulge, or make known to any person, firm,
corporation or other business organization, any customers' lists, trade
secrets, cost figures and projections, profit figures and projections, or
any other secret or confidential information whatsoever, whether of the
Transfer Agent or of the Administrator or the Fund, used or gained by the
Transfer Agent, or the Administrator, or the Fund during performance under
this Agreement. The Administrator, on behalf of the Fund, and the Transfer
Agent further covenant and agree to retain all such knowledge and
information acquired during and after the term of this Agreement
respecting such lists, trade secrets, or any secret or confidential
information whatsoever in trust for the sole benefit of the Transfer Agent
or the Administrator, on behalf of the Fund and their successors and
assigns. In the event of breach of the foregoing by either party, the
remedies provided by Section 7.3 shall be available to the party whose
confidential information is disclosed. The above prohibition of disclosure
shall not apply to the extent that the Transfer Agent must disclose such
data to its sub-contractor or Fund agent for purposes of providing
services under this Agreement.
11.2. In the event that any requests or demands are made for the inspection of
the Shareholder records of the Fund, other than request for records of
Shareholders pursuant to standard subpoenas from state or federal
government authorities (i.e., divorce and criminal actions), the Transfer
Agent will endeavor to notify the Administrator, and to secure
instructions from an authorized officer of the Administrator, on behalf of
the Fund, as to such inspection. The Transfer Agent expressly reserves the
right, however, to exhibit the Shareholder records to any person whenever
it is advised by counsel that it may be held liable for the failure to
exhibit the Shareholder records to such person or if required by law or
court order.
13
12. Covenants of the Administrator and the Transfer Agent
12.1. The Administrator, on behalf of the Fund, shall promptly furnish to the
Transfer Agent the following:
(a) A certified copy of the resolution of the Board of Trustees of the
Fund authorizing the appointment of the Transfer Agent and the execution
and delivery of this Agreement; and
(b) A copy of the Declaration of Trust and By-Laws of the Fund and all
amendments thereto.
12.2. The Transfer Agent hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Administrator for safekeeping of
stock certificates, check forms and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping account
of, such certificates, forms and devices.
12.3. The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940,
as amended, and the Rules thereunder, the Transfer Agent agrees that all
such records prepared or maintained by the Transfer Agent relating to the
services to be performed by the Transfer Agent hereunder are the property
of the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly
to the Administrator, on behalf of the Fund, on and in accordance with its
request.
13. Termination of Agreement
13.1. The initial term of this Agreement (the "Initial Term") shall be from the
date first stated above through December 31, 2002, unless terminated
pursuant to the provisions of this Section 13. Unless a terminating party
gives written notice to the other party one hundred and twenty (120) days
before the expiration of the Initial Term or any Renewal Term, this
Agreement will renew automatically from year to year (each such
year-to-year renewal term a "Renewal Term"). One hundred and twenty (120)
days before the expiration of the Initial Term or a Renewal Term the
parties to this Agreement will agree upon a Fee Schedule for the upcoming
Renewal Tenn. Otherwise, the fees shall be increased pursuant to Section
3.3 of this Agreement.
13.2. Should the Administrator, on behalf of the Fund, exercise its right to
terminate, all out-of-pocket expenses associated with the movement of
records and material will be borne by the Administrator, on behalf of the
Fund. Additionally, the Transfer Agent reserves the right to charge for
any other reasonable expenses associated with such termination and a
charge equivalent to the average of three (3) months' fees. Payment of
such expenses or costs shall be in accordance with Section 3.4 of this
Agreement.
14
13.3. Upon termination of this Agreement, each party shall return to the other
party all copies of confidential or proprietary materials or information
received from such other party hereunder, other than materials or
information required to be retained by such party under applicable laws or
regulations.
13.4. Unpaid Invoices. The Transfer Agent may terminate this Agreement
immediately upon an unpaid invoice payable by the Fund to the Transfer
Agent being outstanding for more than ninety (90) days, except with
respect to any amount subject to a good faith dispute within the meaning
of Section 3.4 of this Agreement.
13.5. Bankruptcy. Either party hereto may terminate this Agreement by notice to
the other party, effective at any time specified therein, in the event
that (a) the other party ceases to carry on its business or (b) an action
is commenced by or against the other party under Title 11 of the United
States Code or a receiver, conservator or similar officer is appointed for
the other party and such suit, conservatorship or receivership is not
discharged within thirty (30) days.
14. Assignment and Third Party Beneficiaries
14.1. Except as provided in Section 15.1 below and the Additional Telephone
Support Services Schedule 1.2(f) attached, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without
the written consent of the other party. Any attempt to do so in violation
of this Section shall be void. Unless specifically stated to the contrary
in any written consent to an assignment, no assignment will release or
discharge the assignor from any duty or responsibility under this
Agreement.
14.2. Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than the Transfer Agent, the Administrator, and
the Fund, and the duties and responsibilities undertaken pursuant to this
Agreement shall be for the sole and exclusive benefit of the Transfer
Agent, the Administrator, and the Fund. This Agreement shall inure to the
benefit of and be binding upon the parties and their respective permitted
successors and assigns.
14.3. This Agreement does not constitute an agreement for a partnership or joint
venture between the Transfer Agent and the Administrator or the Fund.
Other than as provided in Section 15.1 and Schedule 1.2(f), neither party
shall make any commitments with third parties that are binding on the
other party without the other party's prior written consent.
15. Subcontractors
15.1. The Transfer Agent may, without further consent on the part of the
Administrator, subcontract for the performance hereof with (i) Boston
Financial Data Services, Inc., a
15
Massachusetts corporation ("BFDS") which is duly registered as a transfer
agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of
1934, as amended, (ii) a BFDS subsidiary duly registered as a transfer
agent or (iii) a BFDS affiliate duly registered as a transfer agent;
provided, however, that the Transfer Agent shall be fully responsible to
the Administrator, on behalf of the Fund, for the acts and omissions of
BFDS or its subsidiary or affiliate as it is for its own acts and
omissions.
15.2. Nothing herein shall impose any duty upon the Transfer Agent in connection
with or make the Transfer Agent liable for the actions or omissions to act
of unaffiliated third parties such as by way of example and not
limitation, Airborne Services, Federal Express, United Parcel Service, the
U.S. Mails, the NSCC and telecommunication companies, provided, if the
Transfer Agent selected such company, the Transfer Agent shall have
exercised due care in selecting the same.
16. Miscellaneous
16.1. Amendment. This Agreement may be amended or modified by a written
agreement executed by both parties.
16.2. Massachusetts Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
The Commonwealth of Massachusetts.
16.3. Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party shall
not be liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
16.4. Consequential Damages. Neither party to this Agreement shall be liable to
the other party for consequential damages under any provision of this
Agreement or for any consequential damages arising out of any act or
failure to act hereunder.
16.5. Survival. All provisions regarding indemnification, warranty, liability,
and limits thereon, and confidentiality and/or protections of proprietary
rights and trade secrets shall survive the termination of this Agreement.
16.6. Severability. If any provision or provisions of this Agreement shall be
held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
16.7. Priorities Clause. In the event of any conflict, discrepancy or ambiguity
between the terms and conditions contained in this Agreement and any
Schedules or attachments hereto, the terms and conditions contained in
this Agreement shall take precedence.
16
16.8. Waiver. No waiver by either party or any breach or default of any of the
covenants or conditions herein contained and performed by the other party
shall be construed as a waiver of any succeeding breach of the same or of
any other covenant or condition.
16.9. Merger of Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
16.10. Counterparts. This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
16.11. Reproduction of Documents. This Agreement and all schedules, exhibits.
attachment and amendments hereto may be reproduced by any photographic,
photostatic, microfilm micro-card, miniature photographic or other
similar process. The parties hereto each agree that any such reproduction
shall be admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence
and whether or not such reproduction was made by a party in the regular
course of business, and that any enlargement, facsimile or further
reproduction shall likewise be admissible in evidence.
16.12. Notices. All notices and other communications as required or permitted
hereunder shall be in writing and sent by first class mail, postage
prepaid, or by overnight courier service addressed as follows or to such
other address or addresses of which the respective party shall have
notified the other.
(a) If to State Street Bank and Trust Company to:
State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Legal Department
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If to the Administrator, on behalf of the Fund, to:
PIMCO Advisory Services
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
17
Copy to:
PIMCO Advisors, L.P.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇. ▇▇▇▇▇▇▇▇
17. Additional Funds
In the event that the Fund establishes one or more series of Shares in
addition to the attached Schedule A with respect to which the
Administrator, on behalf of the fund desires to have the Transfer Agent
render services as transfer agent under the terms hereof, The
Administrator shall so notify the Transfer Agent in writing, and if the
Transfer Agent agrees in writing to provide such services, such series of
Shares shall become a Portfolio hereunder.
18. Limitations of Liability of the Trustees and Shareholders
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of The Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument
are not binding upon any of the Trustees or Shareholders individually but
are binding only upon the assets and property of the Fund.
18
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
PIMCO ADVISORS L.P.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing Director
ATTEST:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------------
STATE STREET BANK AND TRUST COMPANY
BY: /s/ ▇▇▇▇▇▇ ▇. LAGUR
----------------------------------------
ATTEST:
--------------------------------
19
SCHEDULE A
Fund List
FISH Series C
FISH Series M
PIMCO ADVISORS L.P. STATE STREET BANK AND TRUST COMPANY
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. LAGUR
-------------------------------------- -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing Director
SCHEDULE 2.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES
Dated 9-15-00
1. On each Business Day, the TPA(s) shall receive, on behalf of and as agent
of the Administrator, on behalf of the Fund(s), Instructions (as
hereinafter defined) from the Plan. Instructions shall mean as to each
Fund (i) orders by the Plan for the purchases of Shares, and (ii) requests
by the Plan for the redemption of Shares; in each case based on the Plan's
receipt of purchase orders and redemption requests by Participants in
proper form by the time required by the term of the Plan, but not later
than the time of day at which the net asset value of a Fund is calculated,
as described from time to time in that Fund's prospectus. Each Business
Day on which the TPA receives Instructions shall be a "Trade Date".
2. The TPA(s) shall communicate the TPA(s)'s acceptance of such Instructions,
to the applicable Plan.
3. On the next succeeding Business Day following the Trade Date on which it
accepted Instructions for the purchase and redemption of Shares, (TD+1),
the TPA(s) shall notify the Transfer Agent of the net amount of such
purchases or redemptions, as the case may be, for each of the Plans. In
the case of net purchases by any Plan, the TPA(s) shall instruct the
Trustees of such Plan to transmit the aggregate purchase price for Shares
by wire transfer to the Transfer Agent on (TD+1). In the case of net
redemptions by any Plan, the TPA(s) shall instruct the Fund's custodian to
transmit the aggregate redemption proceeds for Shares by wire transfer to
the Trustees of such Plan on (TD+1). The times at which such notification
and transmission shall occur on (TD+1) shall be as mutually agreed upon by
each Administrator, on behalf of the Fund, the TPA(s), and the Transfer
Agent.
4. The TPA(s) shall maintain separate records for each Plan, which record
shall reflect Shares purchased and redeemed, including the date and price
for all transactions, and Share balances. The TPA(s) shall maintain on
behalf of each of the Plans a single master account with the Transfer
Agent and such account shall be in the name of that Plan, the TPA(s), or
the nominee of either thereof as the record owner of Shares owned by such
Plan.
5. The TPA(s) shall maintain records of all proceeds of redemptions of Shares
and all other distributions not reinvested in Shares.
6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic
account statements showing the total number of Shares owned by that Plan
as of the statement closing date, purchases and redemptions of Shares by
the Plan during the period covered by the
1
statement, and the dividends and other distributions paid to the Plan on
Shares during the statement period (whether paid in cash or reinvested in
Shares).
7. The TPA(s) shall, at the request and expense of each Fund, transmit to the
Plans prospectuses, proxy materials, reports, and other information
provided by each Fund for delivery to its shareholders.
8. The TPA(s) shall, at the request of each Fund, prepare and transmit to
each Fund or any agent designated by it such periodic reports covering
Shares of each Plan as each Fund shall reasonably conclude are necessary
to enable the Fund to comply with state Blue Sky requirements.
9. The TPA(s) shall transmit to the Plans confirmation of purchase orders and
redemption requests placed by the Plans; and
10. The TPA(s) shall, with respect to Shares, maintain account balance
information for the Plan(s) and daily and monthly purchase summaries
expressed in Shares and dollar amounts.
11. Plan sponsors may request, or the law may require, that prospectuses,
proxy materials, periodic reports and other materials relating to each
Fund be furnished to Participants in which event the Transfer Agent or
each Fund shall mail or cause to be mailed such materials to Participants.
With respect to any such mailing, the TPA(s) shall, at the request of the
Transfer Agent or each Fund, provide at the TPA(s)'s expense complete and
accurate set of mailing labels with the name and address of each
Participant having an interest through the Plans in Shares.
PIMCO ADVISORS L.P. STATE STREET BANK AND TRUST COMPANY
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. LAGUR
-------------------------------------- -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing Director
2
▇▇▇▇▇▇▇▇▇.1
FEES
Dated: September 15, 2000
PIMCO Advisors
Annual Account Service Fees
Daily Net Assets Basis Points
$0.00 - $250,000,000 3.0
$250,000,001 - $500,000,000 2.0
$500,000,001 + 1.0
(1) Annual Base Fee/Fund/Class $24,000
Out of Pocket Expenses Billed as incurred
Out-of-Pocket expenses include but are not limited to: confirmation statements,
investor statements, postage, stationery, supplies, super selects and investor
statements, equipment, telephone, microfiche, disaster recovery, DST audio
response, NSCC processing, OTS print and mail -- fund direct, forms, voice
response, telephone, bank services, records retention, customized programming /
enhancements, federal wire, transcripts, microfilm, microfiche, and expenses
incurred at the specific direction of the fund.
(1) Base Fee will be reduced to $12,000 per CUSIP after net assets exceed
S250,000,000.
PIMCO ADVISORS L.P. STATE STREET BANK AND TRUST COMPANY
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ ▇. LAGUR
-------------------------------------- -------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing Director
BOSTON FINANCIAL
DATA SERVICES
OVERNIGHT MAIL
8 September 2000
Pimco Funds
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Transfer Agency and Service Agreement between Pimco Advisors, L.P. and
State Street Bank and Trust Company (the "Agreement")
Dear ▇▇. ▇▇▇▇▇:
Enclosed please find a fully executed copy of the Agreement for your files. Also
you will find two execution copies of the Wire Transfer Security Procedures
referenced in Section 6 of the Agreement, please return to my attention. If you
require assistance completing the Wire Transfer Security Procedures contact ▇▇▇▇
▇▇▇▇▇▇▇ at ▇▇▇-▇▇▇-▇▇▇▇.
Return to:
Boston Financial Data Services, Inc.
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If you have any questions please contact me at ▇▇▇-▇▇▇-▇▇▇▇.
Sincerely,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Legal Product Administrator
Enclosure
WIRE TRANSFER SECURITY PROCEDURES
FUND SELECTION FORM
Section I
Details the types of funds transfers processed on behalf of ___________________.
Section II
Lists the types of security procedures offered.
Please select the appropriate security procedures from Section II for each type
of funds transfer listed in Section I.
I. Types of funds Transfers
____ Expedited Redemptions
____ Same Day Wires
____ Manual Wires
____ Wire Transfers Initiated by FAX
____ Group Dividend Wire
____ Remote Batch Transmissions
____ ACH Transactions
1
WIRE TRANSFER SECURITY PROCEDURES
II. Security Procedures
A. Repetitive Wires/ACH transactions
B. Telephone confirmation
C. Encryption
Authorization
Boston Financial Data Services, Inc. ("Boston Financial") is hereby instructed
to implement the above checked security procedure(s) in regard to payment orders
initiated by or on behalf of our organization or its shareholders.
________________________________________ __________________________________
Authorized Signature Date
________________________________________
Title
2
WIRE TRANSFER SECURITY PROCEDURES
FUNDS TRANSFER SECURITY PROCEDURES DEFINITIONS
Repetitive Wires
1. Shareholder Generated
Wires initiated from existing authorized shareholder accounts. Each wire is sent
to the same pre-established destination bank and beneficiary account number.
Only the date of the wire and dollar amount may vary from instruction to
instruction. Changes to that file can only be performed based on written
instructions coupled with a signature guarantee. The establishment of the
repetitive wire is confirmed via a written notice to the shareholder's address
of record.
2. Client Generated
Manual Wires processed on behalf of the client. Wires are initiated from the
same authorized debit account and sent to the same destination bank and
beneficiary account number each time. Only the date and the dollar amount may
vary from instruction to instruction.
Telephone Confirmation
Telephone confirmation will be used to verify funds transfer instructions
received via telephone, untested facsimile or mail. This security procedure can
be used to authenticate non repetitive and repetitive wire transfers
instructions. Repetitive wires may be subject to a specific threshold at the
client's discretion.
As part of the confirmation process customers must designate individuals as
authorized initiators and authorized confirmers. Within 24 hours of receipt of
the wire instruction and prior to execution, a Boston Financial Data Services
associate will contact someone other than the originator at the customer's
location to authenticate the instructions. Additionally, a confirmation log will
be maintained to provide an evidentiary control as well as providing an
invaluable operational tool for resolving any disputes.
Encryption
Delivery of wire transfer is completed via computer to computer data
communications between the client and State Street Bank. Recommended security
procedures include encryption, the process by which data traveling over
communication lines is cryptographically transformed (encrypted). This control
is appropriate not only for terminal based initiation, but is also being used by
some institutions in the form of both encrypted facsimile and encrypted voice
3
communication. This delivery mechanism is typically used for high volume
business such as shareholder redemptions and dividends.
4
WIRE TRANSFER SECURITY PROCEDURES
ADDITIONAL INFORMATION
Telephone Communications
- All telephone communication between Boston Financial and the client
will be handled on recorded telephone lines.
Transfers Initiated Via Facsimile Transmission
- Transfers initiated via fax may use repetitive wire security
procedures, telephone confirmation or a combination of both.
Optional Security Procedure
- Client may establish telephone confirmation procedures to
authenticate repetitive manual wires initiated via telephone,
untested facsimile or mail in excess of certain dollar amounts using
the attached forms.
5
WIRE TRANSFER SECURITY PROCEDURES
________________________________________________________________________________
SECTIONS I and II SHOULD BE COMPLETED BY ALL CLIENTS
________________________________________________________________________________
Please type all documentation.
SECTION I
Client/Fund
________________________________________________________________________________
Street: ______________________________________________________ Apt: ____________
City: ____________________________ State: __________________ Zip: ______________
Phone Number: ( ) _____________________
Fax Number: ( ) _____________________
SECTION II
Please list the number of all demand deposit accounts (DDAs) from which you
intend to initiate wire transfers.
Maximum $ Limit Maximum $ Limit
--------------- ---------------
DDA Number Per Transaction DDA Number Per Transaction
---------- --------------- ---------- ---------------
(8 Digits) (if any) (8 Digits) (if any)
1. 7.
2. 8.
3. 9.
4. 10.
5. 11.
6. 12.
6
WIRE TRANSFER SECURITY PROCEDURES
SECTION - III Callback Verification Form
Complete this section for all transfers by telephone only.
NOTE: Individual authorized for callback is restricted to verification
only. Individual Initiating transfers cannot perform callback verification.
------------------------------------------------------------------------------------------------------------------------------------
Account Number A) Individual Callback Phone # B) Authorized (Optional) Dollar Authorized for Limited to
Authorized to Individual for Limitation AllTransfers Repetitive Transfers
Initiate Transfer Callback
Instructions (last Verification (last
name, first name) name, first name)
------------------------------------------------------------------------------------------------------------------------------------
$
------------------------------------------------------------------------------------------------------------------------------------
$
------------------------------------------------------------------------------------------------------------------------------------
$
------------------------------------------------------------------------------------------------------------------------------------
$
------------------------------------------------------------------------------------------------------------------------------------
$
------------------------------------------------------------------------------------------------------------------------------------
$
------------------------------------------------------------------------------------------------------------------------------------
$
------------------------------------------------------------------------------------------------------------------------------------
$
------------------------------------------------------------------------------------------------------------------------------------
$
------------------------------------------------------------------------------------------------------------------------------------
_________________ Check ( ) here if you would like to request callbacks on
all repetitive transfers over a specified dollar amount.
Please provide the information below.
Please callback on Please Callback on
Account Number all transfers over this amount: Account Number all transfers over this amount:
-------------- ---------------------------------------------- -------------------------------
1. _________________ $___________________________ 3. ___________________ $_________________________
2. _________________ $___________________________ 4. ___________________ $_________________________
7