SUB -TRANSFER AGENCY AND SERVICES AGREEMENT
AGREEMENT, dated as of October 1, 1999 between ▇▇▇▇▇
▇▇▇▇▇▇ Private Trust Company ("Transfer Agent"), a New York
corporation having its principal place of business at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and FIRST DATA
INVESTOR SERVICES GROUP, INC. ("Investor Services Group"), a
Massachusetts corporation with principal offices at ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WITNESSETH
WHEREAS, Transfer Agent serves as transfer agent,
dividend disbursing agent and shareholder servicing agent
for the registered investment companies listed on Schedule A
(as from time to time amended) (each a "Fund" and
collectively, the "Funds") pursuant to Transfer Agency and
Services Agreements between the Transfer Agent and the
Funds, as amended from time to time (the "TA Agreements");
and
WHEREAS, pursuant to Article 4 ("Delegation of
Responsibilities") of the TA Agreements, the Transfer Agent
wishes to retain Investor Services Group to render certain
shareholder recordkeeping and accounting services and
functions for the Funds and Investor Services Group is
willing to render such services;
NOW, THEREFORE, in consideration of the mutual
covenants and promises hereinafter set forth, Transfer Agent
and Investor Services Group agree as follows:
Article 1 Definitions
1.1 Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires,
shall have the following meanings:
(a) "Articles of Incorporation" shall mean the
Articles of Incorporation, Declaration of Trust, or
other similar organizational document as the case may
be, of a Fund as the same may be amended from time to
time.
(b) "Authorized Person" shall be deemed to
include (i) any authorized officer of a Fund or
Transfer Agent; or (ii) any person, whether or not
such person is an officer or employee of a Fund or
Transfer Agent, duly authorized to give Oral
Instructions or Written Instructions on behalf of the
Fund or Transfer Agent as indicated in writing to
Investor Services Group from time to time.
(c) "Board Members" shall mean the Directors
or Trustees of the governing body of the Fund, as the
case may be.
(d) "Board of Directors" shall mean the Board
of Directors or Board of Trustees of the Fund, as the
case may be.
(e) "Commission" shall mean the Securities and
Exchange Commission.
(f) "Custodian" refers to any custodian or
subcustodian of securities and other property which a
Fund may from time to time deposit, or cause to be
deposited or held under the name or account of such a
custodian pursuant to a Custodian Agreement.
(g) "1934 Act" shall mean the Securities
Exchange Act of 1934 and the rules and regulations
promulgated thereunder, all as amended from time to time.
(h) "1940 Act" shall mean the Investment
Company Act of 1940 and the rules and regulations
promulgated thereunder, all as amended from time to
time.
(i) "Oral Instructions" shall mean
instructions, other than Written Instructions,
actually received by Investor Services Group from a
person reasonably believed by Investor Services Group
to be an Authorized Person;
(j) "Prospectus" shall mean the most recently
dated Fund Prospectus and Statement of Additional
Information, including any supplements thereto if any,
which has become effective under the Securities Act of
1933 and the 1940 Act.
(k) "Shares" refers collectively to such
shares of capital stock or beneficial interest, as the
case may be, or class thereof, of a Fund as may be
issued from time to time.
(l) "Shareholder" shall mean a record owner of
Shares of a Fund.
(m) "Written Instructions" shall mean a
written communication signed by a person reasonably
believed by Investor Services Group to be an
Authorized Person and actually received by Investor
Services Group. Written Instructions shall include
manually executed originals and authorized electronic
transmissions, including telefacsimile of a manually
executed original or other process.
Article 2 Appointment of Investor Services Group
2.1 Transfer Agent hereby appoints Investor Services
Group to render shareholder recordkeeping and accounting
services and functions to Transfer Agent with respect to the
Funds and Investor Services Group hereby accepts such
appointment and agrees to perform the duties hereinafter set
forth.
Article 3 Duties of Investor Services Group
3.1 Investor Services Group shall be responsible
for:
(a) Administering and/or performing the
customary services of a transfer agent; acting as
service agent in connection with dividend and
distribution functions; and for performing shareholder
account and administrative agent functions in
connection with the issuance, transfer and redemption
or repurchase (including coordination with the
Custodian) of Shares of each Fund, as more fully
described in the written schedule of Duties of
Investor Services Group annexed hereto as Schedule B
and incorporated herein, and in accordance with the
terms of the Prospectus of each Fund, applicable law
and the procedures established from time to time
between Investor Services Group and Transfer Agent.
(b) Recording the issuance of Shares and
maintaining pursuant to Rule 17Ad-10(e) of the 1934
Act a record of the total number of Shares of each
Fund which are authorized, based upon data provided to
it by the Fund, and issued and outstanding. Investor
Services Group shall provide each Fund on a regular
basis with the total number of Shares which are
authorized and issued and 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 Fund.
(c) In addition to performing the foregoing
services, the Fund hereby engages Investor Services
Group as its service provider with respect to those
Print/Mail Services as set forth in Schedule B for the
fees identified in Schedule D. Investor Services
Group agrees to perform the services and its
obligations subject to the terms and conditions of
this Agreement. Notwithstanding the foregoing, in the
event that Investor Services Group deems it necessary
to use the services of a third party to provide
Transfer Agent with the print/mail services described
herein, Investor Services Group shall, unless
otherwise agreed to by the parties, use the services
of Transfer Agent or its affiliates to provide such
services.
(d) Notwithstanding any of the foregoing
provisions of this Agreement, Investor Services Group
shall be under no duty or obligation to inquire into,
and shall not be liable for: (i) the legality of the
issuance or sale of any Shares or the sufficiency of
the amount to be received therefor; (ii) the legality
of the redemption of any Shares, or the propriety of
the amount to be paid therefor; (iii) the legality of
the declaration of any dividend by a Fund's Board of
Directors, or the legality of the issuance of any
Shares in payment of any dividend; or (iv) the
legality of any recapitalization or readjustment of
the Shares.
3.2 In addition, Transfer Agent shall (i) identify
to Investor Services Group in writing or by transmission
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 Investor
Services Group 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 Funds and
the reporting of such transactions to the Funds as provided
above.
3.3 In addition to the duties set forth herein,
Investor Services Group agrees to migrate the Funds at no
cost to its Full Service Retail (FSR) application, as more
fully described on Schedule C. Investor Services Group
agrees to complete such migration within 18 months of the
completion of reciprocal key milestones, written business
requirements, functional specifications and documented
mutual test plans. In addition, Investor Services Group
shall perform such other duties and functions, and shall be
paid such amounts therefor, as may from time to time be
agreed upon in writing between Transfer Agent and Investor
Services Group.
3.4 Investor Services Group agrees to provide the
services described herein in accordance with the written
schedule of Performance Standards annexed hereto as Exhibit
1 of Schedule B and incorporated by reference herein.
Article 4 Recordkeeping and Other Information
4.1 Investor Services Group shall create and
maintain all records required of it pursuant to its duties
hereunder and as set forth in Schedule B in accordance with
all applicable laws, rules and regulations, including
records required by Section 31(a) of the 1940 Act. Where
applicable, such records shall be maintained by Investor
Services Group for the periods and in the places required by
Rule 31a-2 under the 1940 Act.
4.2 To the extent required by Section 31 of the 1940
Act, Investor Services Group agrees that all such records
prepared or maintained by Investor Services Group relating
to the services to be performed by Investor Services Group
hereunder are the property of the Funds and will be
preserved, maintained and made available in accordance with
such section, and will be surrendered promptly to the Funds
on and in accordance with Transfer Agent's or the Fund's
request. The expenses associated with standard records
requests made in the normal course of business are covered
accordingly in Schedule E. The expenses associated with
extraordinary requests for records which are not made in the
ordinary course of business shall be determined by agreement
between Transfer Agent and Investor Services Group.
4.3 In case of any requests or demands for the
inspection of Shareholder records of a Fund, Investor
Services Group will endeavor to notify Transfer Agent of
such request and secure Written Instructions as to the
handling of such request. Investor Services Group reserves
the right, however, to exhibit the Shareholder records to
any person whenever it is advised by its counsel that it may
be held liable for the failure to comply with such request.
Article 5 Fund Instructions
5.1 Investor Services Group will have no liability
when acting upon Written or Oral Instructions believed to
have been executed or orally communicated by an Authorized
Person and will not be held to have any notice of any change
of authority of any person until receipt of a Written
Instruction thereof from the Fund or Transfer Agent.
Investor Services Group will also have no liability when
processing Share certificates which it reasonably believes
to bear the proper manual or facsimile signatures of the
officers of a Fund and the proper countersignature of
Investor Services Group.
5.2 At any time, Investor Services Group may request
Written Instructions from a Fund or Transfer Agent and may
seek advice from legal counsel for the Fund, or its own
legal counsel, with respect to any matter arising in
connection with this Agreement, and it shall not be liable
for any action taken or not taken or suffered by it in good
faith in accordance with such Written Instructions or in
accordance with the opinion of counsel for the Fund or for
Investor Services Group. Written Instructions requested by
Investor Services Group will be provided by a Fund or
Transfer Agent within a reasonable period of time.
5.3 Investor Services Group, its officers, agents or
employees, shall accept Oral Instructions or Written
Instructions given to them by any person representing or
acting on behalf of a Fund or Transfer Agent only if said
representative is an Authorized Person. Transfer Agent
agrees that all Oral Instructions shall be followed within
one business day by confirming Written Instructions, and
that the Fund's failure to so confirm shall not impair in
any respect Investor Services Group's right to rely on Oral
Instructions.
Article 6 Compensation
6.1 Transfer Agent will compensate Investor Services
Group for the performance of its obligations hereunder in
accordance with the fees set forth in the written Fee
Schedule annexed hereto as Schedule D and incorporated
herein. Investor Services Group will transmit an invoice to
Transfer Agent as soon as practicable after the end of each
calendar month which will be detailed in accordance with
Schedule D.
6.2 In addition to those fees set forth in Section
6.1 above, Transfer Agent agrees to arrange for payment by
the Funds, and will be billed separately for, reasonable
out-of-pocket expenses incurred by Investor Services Group
in the performance of its duties hereunder. Out-of-pocket
expenses shall include, but shall not be limited to, the
items specified in the written schedule of out-of-pocket
charges annexed hereto as Schedule E and incorporated
herein. Schedule E may be modified by written agreement
between the parties. Unspecified out-of-pocket expenses
shall be limited to those out-of-pocket expenses reasonably
incurred by Investor Services Group in the performance of
its obligations hereunder.
6.3 Transfer Agent agrees to pay or arrange for the
payment of all fees and out-of-pocket expenses by Federal
Funds Wire within five (5) business days following the
receipt of the respective invoice.
6.4 Any compensation agreed to hereunder may be
adjusted from time to time by attaching to Schedule D, a
revised Fee Schedule and by written agreement executed and
dated by the parties hereto.
Article 7 Documents
7.1 In connection with the appointment of Investor
Services Group, Transfer Agent shall, on or before the date
this Agreement goes into effect, but in any case within a
reasonable period of time for Investor Services Group to
prepare to perform its duties hereunder, deliver or caused
to be delivered to Investor Services Group the documents set
forth in the written schedule of Fund Documents annexed
hereto as Schedule F.
Article 8 Transfer Agent System
8.1 Investor Services Group shall retain title to
and ownership of any and all data bases, computer programs,
screen formats, report formats, interactive design
techniques, derivative works, inventions, discoveries,
patentable or copyrightable matters, concepts, expertise,
patents, copyrights, trade secrets, and other related legal
rights utilized by Investor Services Group in connection
with the core transfer agency services provided by Investor
Services Group to the Funds herein (the "Investor Services
Group System") and the other products or services provided
by Investor Services Group hereunder. It is expressly
understood that all data pertaining to the Funds remains the
exclusive property of the Funds.
8.2 Investor Services Group hereby grants to
Transfer Agent on behalf of the Funds a limited license to
the Investor Services Group System for the sole and limited
purpose of having Investor Services Group provide the
services contemplated hereunder and nothing contained in
this Agreement shall be construed or interpreted otherwise
and such license shall immediately terminate with the
termination of this Agreement.
8.3 In the event that Transfer Agent, the Funds,
including any affiliate or agent of the Funds or any third
party acting on behalf of the Fund is provided with direct
access to the Investor Services Group System for either
account inquiry or to transmit transaction information,
including but not limited to maintenance, exchanges,
purchases and redemptions, such direct access capability
shall be limited to direct entry to the Investor Services
Group System by means of on-line mainframe terminal entry or
PC emulation of such mainframe terminal entry and any other
non-conforming method of transmission of information to the
Investor Services Group System is strictly prohibited
without the prior written consent of Investor Services
Group.
8.4 Investor Services Group agrees to commit to a
systems development headcount of forty (40) persons
dedication to Transfer Agent.
8.5 During the term of this Agreement Investor
Services Group will use on behalf of the Funds at no
additional cost all modifications, enhancements, or changes
which Investor Services Group may make to the Investor
Services Group System in the normal course of its business
("Systems Modifications") and which are applicable to
functions and features offered by the Funds.
8.6 Investor Services Group 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 no such alteration or modification shall, without the
consent of Transfer Agent, materially adversely change or
affect the operations and procedures of the Funds in using
or employing the Investor Services Group System hereunder or
the reports to be generated by such system and facilities
hereunder.
Article 9 Representations and Warranties and Condition
Precedent
9.1 Investor Services Group represents and warrants
to Transfer Agent that:
(a) it is a corporation duly organized,
existing and in good standing under the laws of the
Commonwealth of Massachusetts;
(b) it is empowered under applicable laws and
by its Articles of Incorporation and By-Laws to enter
into and perform this Agreement;
(c) all requisite corporate proceedings have
been taken to authorize it to enter into this
Agreement;
(d) it is duly registered with its appropriate
regulatory agency as a transfer agent and such
registration will remain in effect for the duration of
this Agreement; and
(e) it has and will continue to have access to
the necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement.
9.2 Transfer Agent represents and warrants to
Investor Services Group that:
(a) it is duly organized, existing and in good
standing under the laws of the state of New York;
(b) it is empowered under applicable laws and
by its Article of Incorporation and By-Laws to enter
into this Agreement;
(c) all corporate proceedings required by said
Articles of Incorporation, By-Laws and applicable laws
have been taken to authorize it to enter into this
Agreement;
(d) a registration statement under the
Securities Act of 1933, as amended, and the 1940 Act
on behalf of each Fund is currently effective and will
remain effective, and all 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; and
(e) all outstanding Shares are validly issued,
fully paid and non-assessable and when Shares are
hereafter issued in accordance with the terms of each
Fund's Articles of Incorporation and its Prospectus,
such Shares shall be validly issued, fully paid and
non-assessable.
9.3 Year 2000 Compliance. (a) For purposes of
this Agreement, "Year 2000 Compliant" means:
(i) date data will process in the same manner
and without error or interruption due solely to the
change in century, in any level of computer hardware
or software Investor Services Group provides,
including, but not limited to, microcode, firmware,
system and application programs, files and databases;
and
(ii) there will be no loss of any
functionality, accuracy, data integrity and
performance of the Investor Services Group System due
solely to the change in century, with respect to the
introduction, processing or output of date records.
(b) Investor Services Group represents and warrants
that:
(i) The Investor Services Group System will be
Year 2000 Compliant by December 31, 1998; provided,
however, that Investor Services Group will be in a
process of testing the Investor Services Group System
in regard to Year 2000 Compliance throughout calendar
year 1999 and any temporary and immaterial loss of
functionality occurring during the ordinary course of
this testing and fixing process shall not be
considered a failure of Investor Services Group to be
Year 2000 Compliant.
(ii) The Investor Services Group System will
continue to be interoperable, in the same manner as it
is prior to January 1, 2000, with software and
hardware of Transfer Agent and the Funds which may
deliver records to, receive records from or interact
with the Investor Services Group System in the course
of processing data, provided that such software and
hardware of Transfer Agent and the Funds is Year 2000
Compliant as defined herein and complies with the
interface and format standards mutually agreed to by
Investor Services Group and Transfer Agent.
(c) Transfer Agent agrees to cooperate fully,
and to ensure that its vendors cooperate fully, with
Investor Services Group to ensure the interoperability of
the Investor Services Group System with hardware and
software of Transfer Agent and its vendors. Investor
Services Group shall have the right, at its discretion, to
reject any data file which it in good faith believes will
interfere with the ability of the Investor Services Group
System to be Year 2000 Compliant.
(d) Investor Services Group agrees that
Transfer Agent shall have the right to conduct such testing
as Transfer Agent reasonably deems necessary to ensure that
the Investor Services Group System complies with the
foregoing representations and warranties, and Investor
Services Group agrees to cooperate with, support and
participate in such testing as reasonably required by
Transfer Agent.
(e) The term "Year 2000 Compliance Warranty"
shall mean, collectively, the warranties set forth in this
section.
(f) Waiver of Limitation of Liability. With
the exception of the disclaimer of consequential damages
provision of this Agreement, any provisions of this
Agreement which tend to limit or eliminate the liability of
either party shall have no application with respect to the
Year 2000 Compliance Warranty set forth herein.
Article 10 Indemnification
10.1 Investor Services Group shall not be responsible
for and Transfer Agent shall indemnify and hold Investor
Services Group harmless from and against any and all claims,
costs, expenses (including reasonable attorneys' fees),
losses, damages, charges, payments and liabilities of any
sort or kind not specifically deemed to be the
responsibility of Investor Services Group which may be
asserted against Investor Services Group or for which
Investor Services Group may be held to be liable (a
"Claim"), arising out of or attributable to any of the
following:
(a) any actions of Investor Services Group
required to be taken pursuant to this Agreement,
provided that Investor Services Group has acted in
good faith and with due diligence and reasonable care,
unless such Claim resulted from a negligent act or
omission to act or bad faith by Investor Services
Group in the performance of its duties hereunder;
(b) Investor Services Group's reasonable
reliance on, or reasonable use of information, data,
records and documents (including but not limited to
magnetic tapes, computer printouts, hard copies and
microfilm copies) received by Investor Services Group
from a Fund, or any authorized third party acting on
behalf of the Fund in the performance of Investor
Services Group's duties and obligations hereunder;
(c) the reliance on, or the implementation of,
any Written or Oral Instructions or any other
instructions or requests of a Fund;
(d) the offer or sale of shares in violation
of any requirement under the securities laws or
regulations of any state that such shares be
registered in such state or in violation of any stop
order or other determination or ruling by any state
with respect to the offer or sale of such shares in
such state; and
(e) Transfer Agent's refusal or failure to
comply with the terms of this Agreement, or any Claim
which arises out of Transfer Agent's negligence or
misconduct or the breach of any representation or
warranty of Transfer Agent made herein.
10.2 Transfer Agent shall not be responsible for and
Investor Services Group shall indemnify and hold Transfer
Agent, the Funds, their affiliates and their respective
directors, officers, employees and agents harmless from and
against any and all claims, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges,
payments and liabilities of any sort or kind which may be
asserted against Transfer Agent or for which Transfer Agent
may be held to be liable (a "Claim"), arising out of or
attributable to (a) any negligent act or omission to act or
bad faith by Investor Services Group in the performance of
its duties hereunder; or (b) Investor Services Group's
refusal or failure to comply with the terms of this
Agreement; (c) the breach of any representation or warranty
of Investor Services Group made herein.
10.3 In any case in which a party (the "Indemnifying
Party") may be asked to indemnify or hold harmless any other
party (or parties) (the "Indemnified Party"), the
Indemnifying Party shall be advised of all pertinent facts
concerning the situation in question. The Indemnified Party
will notify the Indemnifying Party promptly after
identifying any situation which it believes presents or
appears likely to present a claim for indemnification
against the Indemnifying Party although the failure to do so
shall not prevent recovery by the Indemnified Party except
to the extent that the Indemnifying Party is prejudiced as a
result of such failure to timely notify. The Indemnifying
Party shall have the option to defend the Indemnified Party
against any Claim which may be the subject of this
indemnification, and, in the event that the Indemnifying
Party so elects, such defense shall be conducted by counsel
chosen by the Indemnifying Party and satisfactory to the
Indemnified, and thereupon the Indemnifying Party shall take
over complete defense of the Claim and the Indemnified Party
shall sustain no further legal or other expenses in respect
of such Claim. The Indemnified party will not confess any
Claim or make any compromise in any case in which the
Indemnifying Party will be asked to provide indemnification,
except with the Indemnifying Party's prior written consent.
The obligations of the parties hereto under this Section
shall survive the termination of this Agreement.
10.4 Except for remedies that cannot be waived as a
matter of law (and injunctive or provisional relief), the
provisions of this Article 10 shall be a party's sole and
exclusive remedy for claims or other actions or proceedings
to which the other party's indemnification obligations
pursuant to this Article 10 may apply.
Article 11 Standard of Care
11.1 Investor Services Group shall provide its
services as Sub-Transfer Agent in accordance with the
applicable provisions of Section 17A of the 1934 Act.
Investor Services Group shall at all times act in good faith
and agrees to use its best efforts within commercially
reasonable limits to ensure the accuracy of all services
performed under this Agreement, but assumes no
responsibility for loss or damage to Transfer Agent or the
Funds unless said errors are caused by Investor Services
Group's own negligence, bad faith, willful misconduct or
that of its employees or knowing violations of applicable
law pertaining to the manner in which transfer agency
services are to be performed by Investor Services Group.
11.2 Each party shall have the duty to mitigate
damages for which the other party may become responsible.
Article 12 Consequential Damages
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, IN NO EVENT SHALL EITHER PARTY TO THIS AGREEMENT,
ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO THE OTHER
PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY
OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS,
EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY
AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES
WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Article 13 Term and Termination
13.1 This Agreement shall be effective on the date
first written above and shall continue until May 31, 2004
(the "Initial Term"), provided Transfer Agent or any of its
affiliates continues to serve as transfer agent during such
period.
13.2 Upon the expiration of the Initial Term, this
Agreement shall automatically renew for successive annual
periods ending on May 31st of each such renewal period (each
a "Renewal Term"), unless Transfer Agent or Investor
Services Group provides written notice to the other of its
intent not to renew. Such notice must be received not less
than ninety (90) days and not more than one-hundred eighty
(180) days prior to the expiration of the Initial Term or
the then current Renewal Term.
13.3 In the event a termination notice is given by
the Fund, all reasonable expenses associated with movement
of records and materials and conversion thereof to a
successor transfer agent will be borne by the Fund.
13.4 If a party hereto is guilty of a material
failure to perform its duties and obligations hereunder (a
"Defaulting Party") the other party (the "Non-Defaulting
Party") may give written notice thereof to the Defaulting
Party, and if such material breach shall not have been
remedied within thirty (30) days after such written notice
is given, then the Non-Defaulting Party may terminate this
Agreement by giving thirty (30) days written notice of such
termination to the Defaulting Party. If Investor Services
Group is the Non-Defaulting Party, its termination of this
Agreement shall not constitute a waiver of any other rights
or remedies of Investor Services Group with respect to
services performed prior to such termination of rights of
Investor Services Group to be reimbursed for out-of-pocket
expenses. In all cases, termination by the Non-Defaulting
Party shall not constitute a waiver by the Non-Defaulting
Party of any other rights it might have under this Agreement
or otherwise against the Defaulting Party.
13.5 Notwithstanding the foregoing, Transfer Agent
may terminate this Agreement if either: (i) one quarter or
more of the Performance Standards listed in Exhibit 1 of
Schedule B are not met by Investor Services Group for three
(3) consecutive monthly periods, or (ii) any one performance
standard is not met by Investor Services Group for any four
(4) consecutive monthly periods. Transfer Agent shall
notify Investor Services Group in writing within 120 days of
any such failure. If Investor Services Group is unable to
correct its failure to meet the performance standard(s)
identified in such notice within sixty (60) days following
receipt of such notice, Transfer Agent may terminate this
Agreement upon written notice to Investor Services Group.
Unless Transfer Agent provides Investor Services Group with
the written notice of Investor Services Group's failure to
meet the applicable performance standard as described above,
Transfer Agent shall have waived its option to terminate the
Agreement under this provision.
Article 14 Confidentiality
14.1 The parties agree that the Proprietary
Information (defined below) and the contents of this
Agreement (collectively "Confidential Information") are
confidential information of the parties and their respective
licensors. Transfer Agent and Investor Services Group shall
exercise at least the same degree of care, but not less than
reasonable care, to safeguard the confidentiality of the
Confidential Information of the other as it would exercise
to protect its own confidential information of a similar
nature. Transfer Agent and Investor Services Group shall not
duplicate, sell or disclose to others the Confidential
Information of the other, in whole or in part, without the
prior written permission of the other party. Transfer Agent
and Investor Services Group may, however, disclose
Confidential Information to their respective parent
corporation, their respective affiliates, their subsidiaries
and affiliated companies and employees, provided that each
shall use reasonable efforts to ensure that the Confidential
Information is not duplicated or disclosed in breach of this
Agreement. Transfer Agent and Investor Services Group may
also disclose the Confidential Information to independent
contractors, auditors, and professional advisors, provided
they first agree in writing to be bound by the
confidentiality obligations substantially similar to this
Section 14.1. Notwithstanding the previous sentence, in no
event shall either Transfer Agent or Investor Services Group
disclose the Confidential Information to any competitor of
the other without specific, prior written consent.
14.2 Proprietary Information means:
(a) any data or information that is
competitively sensitive material, and not generally
known to the public, including, but not limited to,
information about product plans, marketing strategies,
finance, operations, customer relationships, customer
profiles, sales estimates, business plans, and
internal performance results relating to the past,
present or future business activities of Transfer
Agent, the Funds or Investor Services Group, their
respective subsidiaries and affiliated companies and
the customers, clients and suppliers of any of them;
(b) any scientific or technical information,
design, process, procedure, formula, or improvement
that is commercially valuable and secret in the sense
that its confidentiality affords Transfer Agent, the
Funds or Investor Services Group a competitive
advantage over its competitors; and
(c) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer
software, source code, object code, flow charts,
databases, inventions, know-how, show-how and trade
secrets, whether or not patentable or copyrightable.
14.3 Confidential Information includes, without
limitation, all documents, inventions, substances,
engineering and laboratory notebooks, drawings, diagrams,
specifications, bills of material, equipment, prototypes and
models, and any other tangible manifestation of the
foregoing of either party which now exist or come into the
control or possession of the other.
14.4 The obligations of confidentiality and
restriction on use herein shall not apply to any
Confidential Information that a party proves:
(a) Was in the public domain prior to the date
of this Agreement or subsequently came into the public
domain through no fault of such party; or
(b) Was lawfully received by the party from a
third party free of any obligation of confidence to
such third party; or
(c) Was already in the possession of the party
prior to receipt thereof, directly or indirectly, from
the other party; or
(d) Is required to be disclosed in a judicial
or administrative proceeding after all reasonable
legal remedies for maintaining such information in
confidence have been exhausted including, but not
limited to, giving the other party as much advance
notice of the possibility of such disclosure as
practical so the other party may attempt to stop such
disclosure or obtain a protective order concerning
such disclosure; or
(e) Is subsequently and independently
developed by employees, consultants or agents of the
party without reference to the Confidential
Information disclosed under this Agreement.
Article 15 Force Majeure
15.1 No party shall be liable for any default or
delay in the performance of its obligations under this
Agreement if and to the extent such default or delay is
caused, directly or indirectly, by (i) fire, flood, elements
of nature or other acts of God; (ii) any outbreak or
escalation of hostilities, war, riots or civil disorders in
any country, (iii) any act or omission of the other party or
any governmental authority; (iv) any labor disputes beyond
the reasonable control of such party; or (v) nonperformance
by a third party or any similar cause beyond the reasonable
control of such party, including without limitation,
failures or fluctuations in telecommunications or other
equipment. Except to the extent that the non-performing
party shall have failed to use its reasonable best efforts
to minimize the likelihood of occurrence of such
circumstances or to mitigate any loss or damage to the other
party or the Funds caused by such circumstances. In any
such event, the non-performing party shall be excused from
any further performance and observance of the obligations so
affected only for as long as such circumstances prevail and
such party continues to use commercially reasonable efforts
to recommence performance or observance as soon as
practicable.
15.2 Investor Services Group in conjunction with its
affiliate, First Data Technologies ("FDT"), has developed a
comprehensive disaster recovery plan that ensures critical
applications of daily data processing functions are
recoverable at an alternate processing facility. A disaster
recovery test is conducted with FDT on at least an annual
basis. The tests include systems restoration, batch
processing and network connectivity. The mainframe
operating systems and customer network connectivity are
established at an alternate processing hot site located in
North Bergen New Jersey. In addition, Investor Services
Group's sites located in Westboro, Ma and King of Prussia
Pa., provide redundant backup for critical business
processes, and local data processing.
Article 16 Assignment and Subcontracting
16.1 This Agreement, its benefits and obligations
shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted
assigns. This Agreement may not be assigned or otherwise
transferred by either party hereto, without the prior
written consent of the other party, which consent shall not
be unreasonably withheld; provided, however, that either
party may, in its sole discretion, assign all its right,
title and interest in this Agreement to an affiliate, parent
or subsidiary of the assigning party who is qualified to act
under the 1940 Act. Investor Services Group may, in its
sole discretion, engage subcontractors to perform any of the
obligations contained in this Agreement to be performed by
Investor Services Group.
Article 17 Arbitration
17.1 Any claim or controversy arising out of or
relating to this Agreement, or breach hereof, shall be
settled by arbitration administered by the American
Arbitration Association in New York, New York in accordance
with its applicable rules, except that the Federal Rules of
Evidence and the Federal Rules of Civil Procedure with
respect to the discovery process shall apply.
17.2 The parties hereby agree that judgment upon the
award rendered by the arbitrator may be entered in any court
having jurisdiction.
17.3 The parties acknowledge and agree that the
performance of the obligations under this Agreement
necessitates the use of instrumentalities of interstate
commerce and, notwithstanding other general choice of law
provisions in this Agreement, the parties agree that the
Federal Arbitration Act shall govern and control with
respect to the provisions of this Article 17.
Article 18 Notice
18.1 Any notice or other instrument authorized or
required by this Agreement to be given in writing to
Transfer Agent or Investor Services Group, shall be
sufficiently given if addressed to that party and received
by it at its office set forth below or at such other place
as it may from time to time designate in writing.
To Transfer Agent:
▇▇▇▇▇ ▇▇▇▇▇▇ Private Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
To Investor Services Group:
First Data Investor Services Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
with a copy to Investor Services Group's General
Counsel
Article 19 Governing Law/Venue
19.1 The laws of the State of New York, excluding the
laws on conflicts of laws, shall govern the interpretation,
validity, and enforcement of this agreement.
Article 20 Counterparts
20.1 This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original; but such counterparts shall, together, constitute
only one instrument.
Article 21 Captions
21.1 The captions of this Agreement are included for
convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect.
Article 22 Publicity
22.1 Neither Investor Services Group nor Transfer
Agent shall release or publish news releases, public
announcements, advertising or other publicity relating to
this Agreement or to the transactions contemplated by it
without the prior review and written approval of the other
party; provided, however, that either party may make such
disclosures as are required by legal, accounting or
regulatory requirements after making reasonable efforts in
the circumstances to consult in advance with the other
party.
Article 23 Relationship of Parties
23.1 The parties agree that they are independent
contractors and not partners or co-venturers and nothing
contained herein shall be interpreted or construed
otherwise.
Article 24 Entire Agreement; Severability
24.1 This Agreement, including Schedules, Addenda,
and Exhibits hereto, constitutes the entire Agreement
between the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous
proposals, agreements, contracts, representations, and
understandings, whether written or oral, between the parties
with respect to the subject matter hereof. No change,
termination, modification, or waiver of any term or
condition of the Agreement shall be valid unless in writing
signed by each party. No such writing shall be effective as
against Investor Services Group unless said writing is
executed by a Senior Vice President, Executive Vice
President, or President of Investor Services Group. A
party's waiver of a breach of any term or condition in the
Agreement shall not be deemed a waiver of any subsequent
breach of the same or another term or condition.
24.2 The parties intend every provision of this
Agreement to be severable. If a court of competent
jurisdiction determines that any term or provision is
illegal or invalid for any reason, the illegality or
invalidity shall not affect the validity of the remainder of
this Agreement. In such case, the parties shall in good
faith modify or substitute such provision consistent with
the original intent of the parties. Without limiting the
generality of this paragraph, if a court determines that any
remedy stated in this Agreement has failed of its essential
purpose, then all other provisions of this Agreement,
including the limitations on liability and exclusion of
damages, shall remain fully effective.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their duly authorized
officers, as of the 1st day of October 1999, subject to
approval by the Funds' Board of Directors.
▇▇▇▇▇ ▇▇▇▇▇▇ PRIVATE TRUST
COMPANY
By:
Title:
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By:
Title:
SCHEDULE A
▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY FUNDS
Concert Investment Series
Emerging Growth Fund
Government Fund
Growth Fund
Growth and Income Fund
International Equity Fund
Municipal Fund
Consulting Group Capital Markets Funds
Balanced Investment
Emerging Market Equity Investment
Government Money Investments
High Yield Investments
Intermediate Fixed Income Investments
International Equity Investments
International Fixed Income Investments
Large Capitalization Growth Investments
Large Capitalization Value Equity Investments
Long-Term Bond Investments
Mortgage Backed Investments
Municipal Bond Investments
Small Capitalization Growth Investments
Small Capitalization Value Equity Investments
Greenwich Street Series Fund (variable annuity)
Appreciation Portfolio
Diversified Strategic Income Portfolio
Emerging Growth Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth & Income Portfolio
Intermediate High Grade Bond Portfolio
International Equity Portfolio
Money Market Portfolio
Total Return Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Adjustable Rate Government Income Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Aggressive Growth Fund Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Appreciation Fund Inc
▇▇▇▇▇ ▇▇▇▇▇▇ Arizona Municipals Fund Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ California Municipals Fund Inc
▇▇▇▇▇ ▇▇▇▇▇▇ Concert Allocation Series, Inc.
Balanced Portfolio
Conservative Portfolio
Growth Portfolio
High Growth Portfolio
Income Portfolio
Global Portfolio
Select Balanced Portfolio (variable annuity)
Select Conservative Portfolio (variable
annuity)
Select Growth Portfolio (variable annuity)
Select High Growth Portfolio (variable annuity)
Select Income Portfolio (variable annuity)
▇▇▇▇▇ ▇▇▇▇▇▇ Equity Funds
Concert Social Awareness Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Large Cap Blend Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Fundamental Value Fund Inc
▇▇▇▇▇ ▇▇▇▇▇▇ Funds, Inc
Large Cap Value Fund
Short-Term High Grade Bond Fund
US Government Securities Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Income Funds
▇▇▇▇▇ ▇▇▇▇▇▇ Balanced Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Convertible Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Diversified Strategic Income Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Exchange Reserve Fund
▇▇▇▇▇ ▇▇▇▇▇▇ High Income Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Municipal High Income Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Premium Total Return Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Total Return Bond Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Institutional Cash Management Fund, Inc
Cash Portfolio
Government Portfolio
Municipal Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Investment Funds Inc.
Concert Peachtree Growth Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Contrarian Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Government Securities Fund
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Global Small Cap Value
Fund
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Global Value Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Investment Grade Bond Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Special Equities Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Investment Trust
▇▇▇▇▇ ▇▇▇▇▇▇ Intermediate Maturity California
Municipals Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Intermediate Maturity New York
Municipals Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Large Capitalization Growth Fund
▇▇▇▇▇ ▇▇▇▇▇▇ S&P Index Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Blend Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Managed Governments Fund Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Managed Municipals Fund Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Massachusetts Municipals Fund Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Money Funds, Inc.
Cash Portfolio
Government Portfolio
Retirement Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Muni Funds
California Money Market Portfolio
Florida Portfolio
Georgia Portfolio
Limited Term Portfolio
National Portfolio
New York Money Market Portfolio
New York Portfolio
Pennsylvania Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Municipal Money Market Fund, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Natural Resources Fund Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ New Jersey Municipals Fund Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ Oregon Municipals Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Principal Return Fund
Zeros Plus Emerging Growth Series 2000
▇▇▇▇▇ ▇▇▇▇▇▇ Security and Growth Fund 2005
▇▇▇▇▇ ▇▇▇▇▇▇ Small Cap Blend Fund, Inc
▇▇▇▇▇ ▇▇▇▇▇▇ Telecommunications Trust
▇▇▇▇▇ ▇▇▇▇▇▇ Telecommunications Income Fund
▇▇▇▇▇ ▇▇▇▇▇▇ Variable Account Funds (variable
annuity)
Income and Growth Portfolio
Reserve Account Portfolio
U.S. Government/High Quality Securities
Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ World Funds, Inc.
Emerging Markets Portfolio
European Portfolio
Global Government Bond Portfolio
International Balanced Portfolio
International Equity Portfolio
Pacific Portfolio
Travelers Series Fund (variable annuity)
AIM Capital Appreciation Portfolio
Alliance Growth Portfolio
GT Global Strategic Income Portfolio
MFS Total Return Portfolio
▇▇▇▇▇▇ Diversified Income Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ High Income Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Large Cap Value Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ International Equity Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Large Capitalization Growth
Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Money Market Portfolio
▇▇▇▇▇ ▇▇▇▇▇▇ Pacific Basin Portfolio
TBC Managed Income Portfolio
▇▇▇ ▇▇▇▇▇▇ American Capital Enterprise
Portfolio
Federated High Yield Portfolio (variable annuity)
Federated Stock Portfolio (variable annuity)
Lazard International Equity Portfolio (variable
annuity)
MFS Emerging Growth Portfolio (variable annuity)
Travelers Series Trust (variable annuity)
Travelers 0 Coupon ▇▇▇▇ ▇▇ 1998
Travelers 0 Coupon ▇▇▇▇ ▇▇ 2000
Travelers 0 Coupon ▇▇▇▇ ▇▇ 2005
Social Awareness Stock Portfolio
US Government Securities Portfolio
Utilities Portfolio
Convertible Bond Portfolio
Disciplined Small Cap Stock Portfolio
Strategic Stock Portfolio
MFS Research Portfolio
MFS Mid Cap Growth Portfolio
NWQ Large Cap Portfolio
Juriak & ▇▇▇▇▇▇ Core Equity Portfolio
Travelers Funds (variable annuity)
Capital Appreciation Fund
Money Market Portfolio
High Yield Bond Trust
Mid Cap Disciplined Equity Fund
Managed Assets Trust
Travelers Quality Bond Portfolio (variable annuity)
The Fund For Stable Value Investments
SCHEDULE B
DUTIES OF INVESTOR SERVICES GROUP
1. Shareholder Information Investor Services Group
shall maintain a record of the number of Shares held by each
Shareholder of record which shall include name, address,
taxpayer identification and which shall indicate whether
such Shares are held in certificates or uncertificated form.
2. Shareholder Services Investor Services Group
shall respond as appropriate to all inquiries and
communications from Shareholders relating to Shareholder
accounts with respect to its duties hereunder and as may be
from time to time mutually agreed upon between Investor
Services Group and Transfer Agent.
3. Share Certificates
(a) At the expense of each Fund, Transfer
Agent shall supply Investor Services Group with an adequate
supply of blank share certificates to meet Investor Services
Group requirements therefor. Such Share certificates shall
be properly signed by facsimile. Transfer Agent agrees
that, notwithstanding the death, resignation, or removal of
any officer of a Fund whose signature appears on such
certificates, Investor Services Group or its agent may
continue to countersign certificates which bear such
signatures until otherwise directed by Written Instructions.
(b) With respect to each Fund, Investor
Services Group shall issue replacement Share certificates in
lieu of certificates which have been lost, stolen or
destroyed, upon receipt by Investor Services Group of
properly executed affidavits and lost certificate bonds, in
form satisfactory to Investor Services Group, with the Fund
and Investor Services Group as obligees under the bond.
(c) With respect to each Fund, Investor
Services Group shall also maintain a record of each
certificate issued, the number of Shares represented thereby
and the Shareholder of record. With respect to Shares held
in open accounts or uncertificated form (i.e., no
certificate being issued with respect thereto) Investor
Services Group shall maintain comparable records of the
Shareholders thereof, including their names, addresses and
taxpayer identification. Investor Services Group shall
further maintain a stop transfer record on lost and/or
replaced certificates.
4. Mailing Communications to Shareholders; Proxy
Materials Investor Services Group will address and mail to
Shareholders of Funds, all reports to Shareholders, dividend
and distribution notices and proxy material for the Fund's
meetings of Shareholders. In connection with meetings of
Shareholders, Investor Services Group will prepare
Shareholder lists, mail and certify as to the mailing of
proxy materials, process and tabulate returned proxy cards,
report on proxies voted prior to meetings, act as inspector
of election at meetings and certify Shares voted at
meetings.
5. Sales of Shares
(a) Investor Services Group shall not be
required to issue any Shares of a Fund where it has received
a Written Instruction from the Fund or official notice from
any appropriate authority that the sale of the Shares of the
Fund has been suspended or discontinued. The existence of
such Written Instructions or such official notice shall be
conclusive evidence of the right of Investor Services Group
to rely on such Written Instructions or official notice.
(b) In the event that any check or other order
for the payment of money is returned unpaid for any reason,
Investor Services Group will endeavor to: (i) give prompt
notice of such return to the Fund or Transfer Agent; (ii)
place a stop transfer order against all Shares issued as a
result of such check or order; and (iii) take such actions
as Investor Services Group may from time to time deem
appropriate.
6. Transfer and Repurchase
(a) Investor Services Group shall process all
requests to transfer or redeem Shares in accordance with the
transfer or repurchase procedures set forth in each Fund's
Prospectus.
(b) Investor Services Group will transfer or
repurchase Shares upon receipt of Oral or Written
Instructions or otherwise pursuant to the Prospectus and
Share certificates, if any, properly endorsed for transfer
or redemption, accompanied by such documents as Investor
Services Group reasonably may deem necessary.
(c) Investor Services Group reserves the right
to refuse to transfer or repurchase Shares until it is
satisfied that the endorsement on the instructions is valid
and genuine. Investor Services Group also reserves the
right to refuse to transfer or repurchase Shares until it is
satisfied that the requested transfer or repurchase is
legally authorized, and it shall incur no liability for the
refusal, in good faith, to make transfers or repurchases
which Investor Services Group, in its good judgment, deems
improper or unauthorized, or until it is reasonably
satisfied that there is no basis to any claims adverse to
such transfer or repurchase.
(d) When Shares are redeemed, Investor
Services Group shall, upon receipt of the instructions and
documents in proper form, deliver to the Custodian and each
Fund or Transfer Agent a notification setting forth the
number of Shares to be repurchased. Such repurchased shares
shall be reflected on appropriate accounts maintained by
Investor Services Group reflecting outstanding Shares of
each Fund and Shares attributed to individual accounts.
(e) Investor Services Group shall, upon
receipt of the monies provided to it by the Custodian for
the repurchase of Shares, pay such monies as are received
from the Custodian, all in accordance with the procedures
described in the written instruction received by Investor
Services Group from the Fund.
(f) Investor Services Group shall not process
or effect any repurchase with respect to Shares of a Fund
after receipt by Investor Services Group or its agent of
notification of the suspension of the determination of the
net asset value of the Fund.
7. Dividends
(a) Upon the declaration of each dividend and
each capital gains distribution by the Board of Directors of
a Fund with respect to Shares of the Fund, Transfer Agent
shall furnish or cause to be furnished to Investor Services
Group Written Instructions setting forth the date of the
declaration of such dividend or distribution, the
ex-dividend date, the date of payment thereof, the record
date as of which Shareholders entitled to payment shall be
determined, the amount payable per Share to the Shareholders
of record as of that date, the total amount payable on the
payment date and whether such dividend or distribution is to
be paid in Shares at net asset value.
(b) On or before the payment date specified in
such resolution of the Board of Directors, a Fund will
provide Investor Services Group with sufficient cash to make
payment to the Shareholders of record as of such payment
date.
(c) If Investor Services Group does not
receive sufficient cash from a Fund to make total dividend
and/or distribution payments to all Shareholders of the Fund
as of the record date, Investor Services Group will, upon
notifying Transfer Agent, withhold payment to all
Shareholders of record as of the record date until
sufficient cash is provided to Investor Services Group.
8. Cash Management Services. Funds received by
Investor Services Group in the course of performing its
services hereunder will be held in demand deposit bank
accounts or money market fund accounts in the name of
Investor Services Group (or its nominee) as agent for
Transfer Agent. Investor Services Group shall be entitled
to retain any interest, dividends, balance credits or fee
reductions or other concessions or benefits earned or
generated by or associated with such accounts or made
available by the institution with which such accounts are
maintained.
9. Lost Shareholders. Investor Services Group
shall perform such services as are required in order to
comply with Rules 17a-24 and 17Ad-17 of the 34 Act (the Lost
Shareholder Rules"), including, but not limited to those set
forth below. Investor Services Group may, in its sole
discretion, use the services of a third party to perform the
some or all such services.
(a) documentation of electronic search policies and
procedures;
(b) execution of required searches;
(c) creation and mailing of confirmation letters;
(d) taking receipt of returned verification forms;
(e) providing confirmed address corrections in batch
via electronic media;;
(f) tracking results and maintaining data sufficient
to comply with the Lost Shareholder Rules; and
(g) preparation and submission of data required
under the Lost Shareholder Rules.
10. Miscellaneous.
In addition to and neither in lieu nor in
contravention of the services set forth above, Investor
Services Group shall: (i) perform all the customary
services of a transfer agent, registrar, dividend disbursing
agent and agent of the dividend reinvestment and cash
purchase plan as described herein consistent with those
requirements in effect as at the date of this Agreement;
(ii) require proper forms of instructions, signatures and
signature guarantees and any necessary documents supporting
the opening of shareholder accounts, transfers and
redemptions and other shareholder account transactions, all
in conformance with Investor Services Group's present
procedures with such changes or deviations therefrom as may
be from time to time required or approved by Transfer Agent,
or the Fund's counsel or Investor Services Group's counsel
and the rejection of orders or instructions not in good
order in accordance with the applicable Fund prospectus;
(iii) provide tot he person designated by Transfer Agent
daily Blue Sky reports generated by the Investor Services
Group; (iv) provide to Transfer Agent escheatment reports as
reasonably requested by Transfer Agent with respect to the
status of the Funds' accounts and outstanding checks on the
Investor Services Group System; and (v) maintain a current,
duplicate set of the Funds' essential records at a secure
separate location in a form available and usable forthwith
in the event of any breakdown or disaster disruption
Investor Service Group's main operation The detailed
definition, frequency, limitations and associated costs (if
any) set out in the attached fee schedule, include but are
not limited to: maintaining all Shareholder accounts,
preparing Shareholder meeting lists, mailing proxies,
tabulating proxies, mailing Shareholder reports to current
Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts where applicable, preparing and
filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders.
11. Print/Mail Services. Investor Services Group
shall perform print/mail services on behalf of the Funds
with respect to the following items:
(a) Daily, Monthly Quarterly and Annual Output
? Confirmations
-Brokerage SB money market fund SWEEP
transactions
-Direct Accounts (non-brokerage) all
transactions
-New account and Change of Allocation
? Welcome letters
? Checks:
-Dividend
-ACW
-Commission
-Daily Redemption
? Statements:
-All Non Brokerage Accounts
-Shareholder Statements
-Dealer Statements
-Dealer Statements (non-Transfer Agent)
-Commission Statements
? Y/E Tax Forms
-Non-brokerage Accounts
-Non-networked accounts
(b) Special Mailings ( includes, 6700, proxy except
NSCC NT3)
? Report Mailings, (quarterly, annual and semi-
annual)
? Prospectus Fulfillment & Mailings
? Shareholder / Information Letters
EXHIBIT 1 OF SCHEDULE B
Performance Standards
? Except as otherwise set forth below, measurement of
standards will be measured in the aggregate with
respect to all ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Funds.
Investor Services Group will provide Transfer Agent
with a monthly report tracking compliance with the
performance standards identified below in the
aggregate with respect to all of the Funds.
A. Telephones:
To be measured on a monthly basis.
? The average speed of answering calls will be twenty
(20) seconds or less
? The abandonment rate for teleservicing calls will
be three (3) percent or less (Calculation: calls
abandoned over 20 seconds/calls offered).
? The Service Level will be eighty-five percent (85%)
or higher. The Service Level shall be derived using
the following formula:
Calls answered in < 20 seconds + Calls abandoned
within < 20 seconds
Total Calls Received
? Representatives will be monitored and graded by
their manager at least five (5) times per month.
Grading of representatives shall be based on the
criteria set forth in the Service Checklist
attached hereto. Representatives that fail to
receive an average Quality Score of at least 95% in
any quarterly period shall be subject to Investor
Services Group's internal Performance Evaluation
Plan.
B. Processing:
The following standards will be met 95% of the time
measured on a monthly basis, minimum of 50 items per
standard measured.
? New accounts in good order will be established on
Investor Services Group System on the same day
received.
? Correspondence will be completed within five (5)
business days of receipt
? Maintenance items and transfers in good order will
be completed within five (5) business days of
receipt
? Research will be completed within four (4) business
days from receipt.
C. Print/Mail:
The following standards will be met 95% of the time
measured on a monthly basis, minimum of 50 items per
standard measured.
? Daily confirmations will be mailed to shareholders
on Trade Date plus two (2) business days.
? Check requests will be mailed to shareholders on
Trade Date plus two (2) business days.
? Quarterly Statements will be mailed to shareholders
within five (5) business days from quarter end.
D. Systems Transmission/Daily Processing Window:
? Meet the daily processing windows required by
Transfer Agent Systems and Operations typically
described as the nightly "processing window" within
two hours of receipt of the nightly Transfer Agent
Brokerage transmission and/or receipt of N.A.V.'s,
accrual rates and distribution rates for all Funds.
? 95% with the exception of TRAK reallocations and
dividend processing nights, measured monthly.
? 98% accuracy with respect to processing such
information.
E. Manual Pricing.
Investor Services Group shall accurately process
exception pricing information relating to the Funds
received in a manual format from Transfer Agent 95% of
the time with respect to all of the Funds in the
aggregate and seventy-five percent (75%) with respect
to each individual Fund, measured on a monthly basis,
provided that Transfer Agent has provided the
information in an accurate, complete and timely basis
in accordance with established procedures.
SCHEDULE C
Migration of Funds to Investor Services Group's Full Service
Retail (FSR) application:
FSR will provide Transfer Agent on behalf of the Funds with
a platform providing functionality available to all of
Investor Services Group's broker/dealer and retail clients
including:
? Expanded functionality and features in demand by non-
brokerage Transfer Agent investors, ▇▇▇▇▇▇▇▇ Associates,
Inc., Tower Square Securities, Inc. and the 401(k)
marketplace.
? State-of-the-art pricing capability providing table
driven load and 12b-1 schedules by dealer, branch or
representative regardless of trade source (i.e., NSCC,
proprietary transmissions, on-line transactions, VRU or
Internet).
? Full integration with IMPRESSPlus, Investor Services
Group's comprehensive workflow management, document
imaging and customer service system. IMPRESSPlus
consists of four major components - a sophisticated
workflow management tool, an imaging processing system, a
Customer Relationship Manager (CRM), and Computer Output
to Laser Disk (COLD). Each of these products, used
independently or in tandem, will provide an integrated
solution for automating all follow-up activities
resulting from any type of customer contact - sales,
marketing, general inquiry, and the transaction requested
or problem resolution. In particular, the CRM addresses
the requirements of providing a sing front-end system for
delivering customer service across operating platforms.
? Providing the Funds with a single platform to support
Transfer Agent's proprietary brokerage business and
portability. Additionally, FSR will provide Transfer
Agent with the ability to distribute through the
Financial Planner channel by utilizing First Investors
Group's DAZL and DAZL Direct interfaces. Actual use of
DAZL and DAZL Direct by the Funds shall be at Investor
Services Group standard pricing.
? Enhanced access to the Funds data through a mutually
agreed upon comprehensive information delivery solution
whether Transfer Agent decides to have the data
transmitted to its own data base tools or have Investor
Services Group provide Transfer Agent with a business
tool to access the information resident on Investor
Services Group's transfer agency application.
SCHEDULE D
FEE SCHEDULE
SCHEDULE E
OUT-OF-POCKET EXPENSES
1. Out-of Pockets. Each of the Funds shall reimburse
Investor Services Group monthly for applicable
out-of-pocket expenses, including, but not limited to the
following items:
? Microfiche/microfilm production
? Magnetic media tapes and freight
? Postage - direct pass through to the Fund
? Telephone and telecommunication costs, including
all lease, maintenance and line costs
? Proxy solicitations, mailings, tabulations and
reports relating thereto
? Shipping, Certified and Overnight mail and
insurance - prior approval from Transfer Agent
shall be required except for (i) items shipped to
Transfer Agent; and (ii) shipping of share
certificates
? Terminals, communication lines, printers and other
equipment and any expenses incurred in connection
with such terminals and lines
? Duplicating services
? Courier services
? Federal Reserve charges for check clearance
? Overtime, as approved by Transfer Agent
? Temporary staff, as approved by Transfer Agent
? Travel, as approved in advance by the Fund
? Record retention, retrieval and destruction costs,
including, but not limited to exit fees charged by
third party record keeping vendors
? Such other miscellaneous expenses reasonably
incurred by Investor Services Group in performing
its duties and responsibilities under this
Agreement provided they are approved in advance by
Transfer Agent.
Each of the Funds shall pay postage and mailing
expenses on the day of or prior to mailing as agreed with
Investor Services Group. In addition, each of the Funds
will promptly reimburse Investor Services Group for any
other unscheduled expenses incurred by Investor Services
Group whenever Transfer Agent and Investor Services Group
mutually agree that such expenses are not otherwise properly
borne by Investor Services Group as part of its duties and
obligations under the Agreement.
2. Other Charges.
? Pre-Printed Stock, including business forms,
certificates, envelopes, checks and stationery
? COLD Storage
? Digital Recording
? Incoming and outgoing wire charges
SCHEDULE F
FUND DOCUMENTS
? Certified copy of the Articles of Incorporation of the
Fund, as amended
? Certified copy of the By-laws of the Fund, as amended,
? Specimens of the certificates for Shares of the Fund, if
applicable, in the form approved by the Board of
Directors of the Fund, with a certificate of the
Secretary of the Fund as to such approval
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