Exhibit 9(a)(3)
SERVICE AGREEMENT
AGREEMENT made as of the 8th day of June, 1995, by and among ▇▇▇▇▇▇▇▇
ASSOCIATES, INC., a Delaware corporation with its principal office at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("Service Provider"), ▇▇▇▇▇▇▇ SERVICE
CORPORATION, a Massachusetts corporation with its principal ▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Transfer Agent"), and each of
those registered investment companies listed on Schedule A hereto (the "▇▇▇▇▇▇▇
Funds").
WHEREAS the Transfer Agent serves as transfer agent, dividend disbursing
agent and agent in connection with certain other matters for each ▇▇▇▇▇▇▇ Fund
listed on Schedule A hereto, as such Schedule A may be amended from time to time
with the mutual consent of the parties hereto, each of which is an open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS Service Provider provides certain administrative and recordkeeping
services to or for the benefit of retirement plans (individually a "Plan" and
collectively the "Plans") that include or propose to include as investment
alternatives certain ▇▇▇▇▇▇▇ Funds through Code Section 403(b)(7) arrangements
("Custodial Accounts") and The ▇▇▇▇▇▇▇▇ Companies Retirement Trust Account (the
"Group Trust"), and Service Provider is a transfer agent registered under the
Securities Exchange Act of 1934, as amended;
WHEREAS the services to be provided by Service Provider hereunder will
benefit the ▇▇▇▇▇▇▇ Funds by relieving them of the expense they would incur if
such services were to be provided by the Transfer Agent or its affiliates; and
WHEREAS the Transfer Agent desires to appoint Service Provider as agent for
the ▇▇▇▇▇▇▇ Funds solely with respect to the Group Trust and Custodial Accounts
(the Group Trust and each such Custodial Account), and Service Provider 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; Duties of the Parties
1.01. Agent for Order Processing. Subject to the terms and conditions set
forth in this Agreement, the Transfer Agent hereby appoints Service Provider to
act as, and Service Provider agrees to act as, agent for the sole purpose of
receiving requests for the purchase and redemption, and communicating to the
Transfer Agent requests for the purchase and redemption, of the authorized and
issued shares of beneficial interest of any ▇▇▇▇▇▇▇ Fund (the "Shares")
purchased, held or redeemed by a Plan. If a ▇▇▇▇▇▇▇ Fund offers two or more
series of Shares, each such series shall be deemed at such time to be a ▇▇▇▇▇▇▇
Fund, unless otherwise indicated herein.
1.02. Service Provider. Except as provided specifically herein, Service
Provider shall not be, and shall not hold itself out as, an agent of the
Transfer Agent or any ▇▇▇▇▇▇▇ Fund. Service Provider shall perform the following
functions on behalf of the Plans in accordance with procedures established from
time to time by agreement of the Transfer Agent and Service Provider, and
subject to terms and conditions set forth in each ▇▇▇▇▇▇▇ Fund's current
prospectus.
(a) Receive from the Plans, Plan participants, Plan sponsors, authorized
Plan committees or Plan trustees, according to Service Provider's agreement with
each Plan, by the close of regular trading on the New York Stock Exchange (the
"Close of Trading") each business day that the New York Stock Exchange is open
for business ("Business Day") instructions for the purchase and redemption of
Shares (together, "Instructions");
(b) Based on Instructions received each Business Day, compute net purchase
requests or net redemption requests for Shares for each ▇▇▇▇▇▇▇ Fund for each
Plan (together, "Orders");
(c) Maintain adequate records related to, and advise the Transfer Agent as
to, the foregoing, as instructed by the Transfer Agent. To the extent required
under the 1940 Act and rules thereunder, Service Provider agrees that such
records maintained by it hereunder will be preserved, maintained and made
available in accordance with the provisions of the 1940 Act and rules
thereunder, and copies or, if required, originals will be surrendered promptly
to the Transfer Agent on and in accordance with its request. Records surrendered
hereunder shall be in machine readable form, except to the extent that Service
Provider has maintained such records only in paper form. This provision shall
survive the termination of this Agreement.
1.03. Equipment. Service Provider shall maintain adequate offices,
personnel and computer and other equipment to perform the services contemplated
by this Agreement. Service Provider shall notify the Transfer Agent promptly in
the event that it becomes unable for any reason to perform the services
contemplated by, or any other of its obligations under, this Agreement.
1.04. Insurance. Service Provider shall maintain at all times general
liability and other insurance coverage, including errors and omissions coverage,
that is reasonable and customary in light of its duties hereunder, with limits
of not less than $2 million. Such insurance coverage shall be issued by a
qualified insurance carrier with a Best's rating of at least "A" or with the
highest rating of a nationally recognized statistical rating organization.
Notwithstanding any provision to the contrary herein, no provision of this
Agreement shall relieve an insurer of any obligation to pay to any ▇▇▇▇▇▇▇ Fund,
the Transfer Agent or any affiliate of the Transfer Agent, Service Provider, or
any other insured party any claim that would be a covered claim in the absence
of any provision hereof.
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1.05. Disclosure to Plans. Service Provider shall take all steps necessary
to ensure that the arrangements provided for in this Agreement are properly
disclosed to the Plans.
1.06. Transmission of Information to Service Provider. In accordance with
procedures established from time to time by agreement of the Transfer Agent and
Service Provider, the Transfer Agent shall transmit to Service Provider, which
will act on behalf of the Plans, the following information for each ▇▇▇▇▇▇▇
Fund, as received by the Transfer Agent from third parties:
(a) Net asset value information as of the Close of Trading each
Business Day, when such information is used to process trades;
(b) Dividend and capital gains distribution information, as it arises,
when such information is used for crediting accounts; and
(c) Daily accrual for interest rate factor (mil rate) information with
respect to ▇▇▇▇▇▇▇ Funds which declare dividends daily, when such information is
used for crediting accounts.
1.07. Transmission of Information to Transfer Agent. Service Provider shall
perform the following services in accordance with procedures established from
time to time by agreement of the Transfer Agent and Service Provider, and
subject to terms and conditions set forth in each ▇▇▇▇▇▇▇ Fund's current
prospectus:
(a) Immediately prior to the Close of Trading each Business Day,
Service Provider shall communicate to itself, as agent of each ▇▇▇▇▇▇▇ Fund to
the extent such Instructions refer to such ▇▇▇▇▇▇▇ Fund, all Instructions
received by acting on behalf of the Plans since the Close of Trading the
preceding Business Day.
(b) Communicate Orders to the Transfer Agent, for acceptance by the
▇▇▇▇▇▇▇ Funds or their agents, in the manner specified herein, and promptly
deliver, or instruct the Plans (or the Plans' trustees as the case may be) to
deliver, appropriate documentation and in the case of purchase requests, payment
therefor to the Transfer Agent.
(c) Employ its best efforts to communicate Orders to the Transfer
Agent in a prompt and timely manner, so that the Transfer Agent receives Orders
no later than 9:00 PM Boston time each Business Day that the Instructions on
which such Orders are based are received by Service Provider from a Plan before
the Close of Trading. If, however, despite its best efforts, Service Provider is
unable to communicate Orders to the Transfer Agent by such time on any Business
Day, Service Provider in any case shall communicate such Orders to the Transfer
Agent by no later than 9:00 AM Boston time the following Business Day. Orders
shall be based solely on Instructions received by Service Provider from the
Plans, Plan participants, Plan sponsors, authorized Plan committees or Plan
trustees, according to Service
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Provider's agreement with each Plan, by the Close of Trading each Business Day.
Instructions received by Service Provider after the Close of Trading on any
Business Day shall be treated as received on the next Business Day. Provided
that Service Provider complies with the foregoing terms and conditions, Service
Provider will be deemed to be agent of each ▇▇▇▇▇▇▇ Fund to the extent such
Instructions refer to such ▇▇▇▇▇▇▇ Fund for the sole purpose of receiving
Instructions immediately prior to the Close of Trading each Business Day and
communicating Orders based on such Instructions to the Transfer Agent, all as
specified herein, and the Business Day on which Instructions are received by
Service Provider immediately prior to the Close of Trading will be the Business
Day as of which Orders will be deemed received by the Transfer Agent as a result
of such Instructions.
1.08. Representations Regarding Shares. Any representation made by Service
Provider regarding any Shares or ▇▇▇▇▇▇▇ Fund shall be in its capacity as agent
to the Plans and not in its capacity as Service Provider. Service Provider shall
make no representation in any capacity regarding any Shares or ▇▇▇▇▇▇▇ Fund
except as set forth in such ▇▇▇▇▇▇▇ Fund's current prospectus or current sales
literature furnished by such ▇▇▇▇▇▇▇ Fund or by the Transfer Agent.
1.09. Confidentiality of Information. The parties hereto agree that all
books, records, information and data pertaining to the business of any other
party which are exchanged or received pursuant to the negotiation or the
carrying out of this Agreement shall be kept confidential and shall not be
voluntarily disclosed to any other person other than to the custodian or group
trustee or plan trustee of the relevant Plan or Plans and except as may be
required by law. This provision shall survive the termination of this Agreement.
1.10. Redundancy. Service Provider shall maintain or provide for redundant
facilities and shall maintain or provide for backup files of its records
maintained hereunder and shall store such back-up files in a secure off-premises
location; so that, in the event of a power failure or other interruption of
whatever cause at the location of its records, Service Provider's records are
maintained intact and transactions can be processed at another location.
1.11. Compliance with Law. Service Provider shall comply with all federal
and state securities laws and regulations thereunder in connection with its
responsibilities under this Agreement.
1.12. Administrative Services. Service Provider shall perform the
administrative and recordkeeping services (the "Administrative Services")
described in Schedule B hereto, as such Schedule B may be amended from time to
time with the mutual consent of the parties hereto, with respect to Shares
purchased, held or redeemed by a Plan. Except as provided specifically in
Section 1.07 hereof, Service Provider shall perform the Administrative Services
as an independent contractor and not as an employee or agent of the Transfer
Agent or any ▇▇▇▇▇▇▇ Fund. Service Provider shall perform the Administrative
Services in accordance with procedures established from time to time by
agreement of the Transfer Agent and Service
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Provider, and subject to terms and conditions set forth in each ▇▇▇▇▇▇▇ Fund's
current prospectus.
1.13. No Impairment of ▇▇▇▇▇▇▇'▇ Authority. No provision of this Agreement
shall limit in any way the authority of any ▇▇▇▇▇▇▇ Fund or of the distributor
of any ▇▇▇▇▇▇▇ Fund to take such action as it deems appropriate in connection
with matters relating to the operation of such ▇▇▇▇▇▇▇ Fund and the sale of its
shares.
1.14 Authority of Service Provider. Service Provider acknowledges that it
is not authorized by any ▇▇▇▇▇▇▇ Fund to register the transfer of any ▇▇▇▇▇▇▇
Fund's Shares or to transfer record ownership of any ▇▇▇▇▇▇▇ Fund's Shares, and
that only the Transfer Agent is authorized to perform such activities.
2. Compensation
2.01. Service Provider's Expenses. Service Provider shall bear all expenses
arising out of the performance of the Administrative Services and of the
performance of functions on behalf of the Plans as agent of the Plans. Service
Provider shall not receive from the Transfer Agent (or from any affiliate of the
Transfer Agent) or from any ▇▇▇▇▇▇▇ Fund any monetary compensation or
reimbursement for such expenses; however, under the terms of the Group Trust or
any Custodial Account, the trustee or custodian thereof may redeem ▇▇▇▇▇▇▇ Fund
shares to pay fees or expenses authorized thereunder or authorized by a proper
instruction, including a continuing instruction.
2.02. Transfer Agent's Expenses. The Transfer Agent shall bear all expenses
of its own hereunder and shall not receive from Service Provider any monetary
compensation or reimbursement for such expenses.
2.03. Fund Expenses. Each ▇▇▇▇▇▇▇ Fund shall bear all expenses of its own
hereunder, including without limitation the cost of registration of its shares
and the cost of preparing its prospectus, proxy materials, periodic reports to
shareholders, and other materials prepared by such ▇▇▇▇▇▇▇ Fund, and shall not
receive from Service Provider any monetary compensation or reimbursement for
such expenses.
2.04. Administrative Fees. In consideration of Service Provider's
performance of the Administrative Services, each ▇▇▇▇▇▇▇ Fund shall pay to
Service Provider the fees (the "Administrative Fees") described in Schedule C
hereto, as such Schedule C may be amended from time to time with the mutual
consent of Service Provider and the applicable ▇▇▇▇▇▇▇ Fund.
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2.05. Calculation and Payment of Fees. The Administrative Fees shall be due
each calendar month from each ▇▇▇▇▇▇▇ Fund for which the Service Provider
performs Administrative Services pursuant to this Agreement. Each ▇▇▇▇▇▇▇ Fund
making a payment for such Administrative Fees for such calendar month shall make
payment within thirty (30) days after the last day of such month. Service
Provider shall have sixty (60) days following receipt of the payment to verify
the amount of the payment and after such time the amount will be considered
final.
3. Representations and Warranties
3.01 Service Provider's Representations. Service Provider represents and
warrants to the Transfer Agent and each ▇▇▇▇▇▇▇ Fund that:
(a) It is a corporation duly organized and validly existing and in
good standing under the laws of the State of Delaware;
(b) It has full power and authority under applicable law to carry on
its business, and is registered or licensed as required, in each jurisdiction
where it conducts its business;
(c) It has full power and authority under applicable law, and has
taken all actions necessary, to enter into and to perform this Agreement;
(d) It is duly registered as a transfer agent under section 17A of the
Securities Exchange Act of 1934, as amended ("1934 Act");
(e) It is duly registered as a broker-dealer under section is of the
1934 Act; or, if it not so registered, it is not required to be so registered in
order to perform this Agreement, and it undertakes to comply with any
determination by a governmental agency or court of competent jurisdiction that
activities substantially similar to those of the Service Provider hereunder are
such as to require registration as a broker-dealer under the 1934 Act;
(f) It maintains and knows of no reason why it cannot or will not
during the term hereof maintain adequate offices, personnel and computer and
other equipment to perform the services contemplated by this Agreement;
(g) To the best of its knowledge, it will not be a "fiduciary" of any
Plan as such term is defined in section 3(21) of the Employment Retirement
Income Security Act of 1974, as amended ("ERISA"), and section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"); and
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(h) To the best of its knowledge, the receipt for the Administrative
Fees by Service Provider will not constitute a "prohibited transaction" as such
term is defined in section 406 of ERISA and section 4975 of the Code.
3.02. Transfer Agent's Representations. The Transfer Agent represents and
warrants to Service Provider that:
(a) It is a corporation duly organized, validly existing and in good
standing under the laws of The Commonwealth of Massachusetts;
(b) It has full power and authority to carry on its business in The
Commonwealth of Massachusetts;
(c) It has full power and authority under applicable law, and has
taken all actions necessary, to enter into and to perform this Agreement;
(d) It is authorized to appoint Service Provider as agent for the
▇▇▇▇▇▇▇ Funds for the limited purpose set forth herein; and
(e) It is duly registered as a transfer agent under section 17A of the
▇▇▇▇ ▇▇▇.
3.03. Fund Representations. Each ▇▇▇▇▇▇▇ Fund represents and warrants to
Service Provider that:
(a) It has full power and authority under applicable law, and has
taken all actions necessary, to enter into and to perform this Agreement; and
(b) It is duly registered as an investment company under the 1940 Act.
4. Indemnification
4.01. By Transfer Agent. The Transfer Agent shall indemnify and hold
Service Provider, each ▇▇▇▇▇▇▇ Fund, and their directors, trustees, officers and
employees harmless from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of or attributable
to:
(a) the Transfer Agent's refusal or failure to comply with the
provisions of this Agreement, or
(b) the lack of good faith, negligence or willful misconduct of the
Transfer Agent, or
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(c) the breach of any representation or warranty of the Transfer Agent
hereunder.
4.02. By Funds. Each ▇▇▇▇▇▇▇ Fund shall indemnify and hold the Transfer
Agent, each affiliate of the Transfer Agent, Service Provider, and their
directors, officers and employees harmless from and against any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liabilities
arising out of or attributable to:
(a) such ▇▇▇▇▇▇▇ Fund's refusal or failure to comply with the
provisions of this Agreement, or
(b) the lack of good faith, negligence or willful misconduct of such
▇▇▇▇▇▇▇ Fund, or
(c) the breach of any representation or warranty of such ▇▇▇▇▇▇▇ Fund
hereunder.
4.03. By Service Provider. Service Provider shall indemnify and hold the
Transfer Agent, each affiliate of the Transfer Agent, each ▇▇▇▇▇▇▇ Fund, and
their directors, trustees, officers and employees harmless from and against any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:
(a) Service Provider's refusal or failure to comply with the
provisions of this Agreement or with instructions properly given hereunder
(whether as a result of the acts or omissions of Service Provider or of its
agents or subcontractors), whether it is performing functions on behalf of the
Plans, as Plan Agent, or providing Administrative Services as Service Provider,
or
(b) Service Provider's performance of the Administrative Services, or
(c) the lack of good faith, negligence or willful misconduct of
Service Provider (or its agents or subcontractors), whether it is performing
functions on behalf of the Plans, as Plan Agent, or providing Administrative
Services as Service Provider, or
(d) the breach of any representation or warranty of Service Provider
hereunder.
4.04. Acts of God. In the event that any 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 to
any other party for any damages resulting from such failure to perform or
otherwise from such causes.
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4.05. No Consequential Damages. No party to this Agreement shall be liable
to any other party for consequential damages under any provision of this
Agreement.
4.06. Claim Procedure. In order that the indemnification provisions
contained herein shall apply, upon the assertion of a claim or loss for which
any party (the "Indemnitor") may be required to indemnify another party (the
"Indemnitee"), the Indemnitee shall promptly notify the Indemnitor of such
assertion or loss, and shall keep the Indemnitor advised with respect to all
developments concerning any such claim. The Indemnitor shall have the option to
participate at its expense with the Indemnitee in the defense of any such claim.
In the event that there is more than one indemnitor with respect to any such
claim, the Indemnitors shall agree as to their exercise of this option. The
Indemnitee shall in no case confess any claim or make any compromise in any case
in which the Indemnitor may be required to indemnify it except with the
Indemnitor's prior written consent. The obligations of the Transfer Agent, the
▇▇▇▇▇▇▇ Funds and Service Provider under this Section 4 shall survive the
termination of this Agreement.
5. Acknowledgements
5.01. Fees Solely for Administrative Services. The parties hereto
acknowledge that the Administrative Fees are for administrative and
recordkeeping services only and do not constitute payment in any manner for
investment advisory or distribution services. The parties acknowledge that
Service Provider also has been providing and will continue to provide certain
services to the Plans as agent of the Plans, which may involve, among other
things, preparing informational or promotional materials that may refer to the
▇▇▇▇▇▇▇ Funds and responding to telephone inquires from Plan participants. The
parties acknowledge that the provision of such services and any other actions of
Service Provider related to the ▇▇▇▇▇▇▇ Funds and not specifically authorized
herein are outside the scope of this Agreement and will be taken in the capacity
of agent of the Plans.
5.02. Service Provider Acting as Plan Agent. The parties acknowledge that
Service Provider has been selected as agent to the Plans and as a provider of
administrative and recordkeeping services by the Plans, and not by the Transfer
Agent or any ▇▇▇▇▇▇▇ Fund, and that, except as provided specifically in Section
1.07 hereof, Service Provider will perform the Administrative Services hereunder
as an independent contractor and not as an employee or agent of the Transfer
Agent or any ▇▇▇▇▇▇▇ Fund. The parties acknowledge, further, that neither the
Transfer Agent nor any ▇▇▇▇▇▇▇ Fund undertakes to supervise Service Provider in
the performance of the Administrative Services; that neither the Transfer Agent
nor any ▇▇▇▇▇▇▇ Fund shall be responsible for Service Provider's performance of
the Administrative Services; that neither the Transfer Agent nor any ▇▇▇▇▇▇▇
Fund shall be responsible for the accuracy of the records maintained by Service
Provider for the Plans; and that neither the Transfer Agent nor any ▇▇▇▇▇▇▇ Fund
shall be responsible for Service Provider's performance of other functions for
the Plans.
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5.03. No Investment Advice. The parties hereto acknowledge that Service
Provider has no duty or obligation under this Agreement to recommend or promote
investment in any of the ▇▇▇▇▇▇▇ Funds, and that none of the services Service
Provider is to provide under this Agreement should be viewed as constituting
investment advice with respect to any Plan's selection of any ▇▇▇▇▇▇▇ Fund as an
investment. The parties hereto further acknowledge that there is nothing in this
Agreement or the services to be provided hereunder that is intended to create
any authority or responsibility that would render any of the parties a
"fiduciary" (within the meaning of Section 3(21) of the ERISA) with respect to
the Group Trust or any Custodial Account.
5.04. Laws Applicable to Funds. Service Provider acknowledges that each
▇▇▇▇▇▇▇ Fund, as a registered investment company under the 1940 Act, is subject
to the provisions of the 1940 Act and regulations thereunder, and that the offer
and sale of its shares are subject to the provisions of federal and state laws
and regulations applicable to the offer and sale of securities. The Transfer
Agent and each ▇▇▇▇▇▇▇ Fund acknowledges that Service Provider is not
responsible for such ▇▇▇▇▇▇▇ Fund's compliance with such laws and regulations.
If the Transfer Agent or any ▇▇▇▇▇▇▇ Fund advises Service Provider that a
procedure of Service Provider related to the discharge of its obligations
hereunder has or may have the effect of causing the Transfer Agent or any
▇▇▇▇▇▇▇ Fund to violate any of such laws or regulations, Service Provider shall
develop a mutually agreeable alternative procedure which does not have such
effect.
6. Termination of Agreement
6.01. By Written Notice. This Agreement may be terminated by any party upon
sixty (60) days written notice to each other party.
6.02. By Transfer Agent or Fund. This Agreement may be terminated by the
Transfer Agent or any ▇▇▇▇▇▇▇ Fund immediately upon notice to each other party
in the event that (a) Service Provider becomes unable for any reason to perform
the services contemplated by this Agreement, (b) the performance by Service
Provider of the services contemplated by this Agreement becomes in the Transfer
Agent's reasonable judgment unlawful or ceases to satisfy the Transfer Agent's
reasonable standards and so becomes unacceptable to the Transfer Agent, (c) the
Transfer Agent ceases to be the transfer agent for all the ▇▇▇▇▇▇▇ Funds, (d)
all the ▇▇▇▇▇▇▇ Funds cease to be investment alternatives under all the Plans,
(e) all the ▇▇▇▇▇▇▇ Funds decline to accept any additional purchase or
redemption requests for Shares, the Securities and Exchange Commission issues
any stop order suspending the effectiveness of the registration statements or
prospectuses of all the ▇▇▇▇▇▇▇ Funds, or current prospectuses for all the
▇▇▇▇▇▇▇ Funds are not on file with the Securities and Exchange Commission as
required by section 10 of the Securities Act of 1933, as amended. To the extent
that any of the events enumerated above occurs with respect to one or more
▇▇▇▇▇▇▇ Funds, but not with respect to all the ▇▇▇▇▇▇▇ Funds, or that one or
more ▇▇▇▇▇▇▇ Funds, but not all the ▇▇▇▇▇▇▇ Funds, terminates this Agreement, in
lieu of termination of this Agreement the Transfer Agent shall
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amend Schedule A hereto with notice to the other parties to remove the affected
▇▇▇▇▇▇▇ Funds from such Schedule A. To the extent that any of the events
enumerated above occurs with respect to one or more Plans, but not with respect
to all the Plans, in lieu of termination of this Agreement the Transfer Agent
shall amend Schedule B hereto with notice to the other parties to remove the
affected Plans from such Schedule B.
6.03. By Service Provider. This Agreement may be terminated by Service
Provider immediately upon notice to the other parties in the event that (a) the
Transfer Agent ceases to be the transfer agent for all the ▇▇▇▇▇▇▇ Funds or (b)
all the ▇▇▇▇▇▇▇ Funds cease to be investment alternatives under the Plans.
6.04. Termination Procedures. Upon termination of this Agreement, each
party shall return to each 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. This provision shall survive the termination of this
Agreement.
7. Assignment
7.01. Assignment. Neither this Agreement nor any rights or obligations
hereunder may be assigned or delegated by any party without the written consent
of the other parties.
7.02. Successors. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
8. Notices
Notices hereunder shall be in writing, shall be delivered personally, sent
by certified mail (return receipt requested), or sent by facsimile machine in
accordance with procedures established by agreement of the Transfer Agent and
Service Provider, and shall be addressed to a party either at its address below
or at a changed address specified by it in a notice to the other parties hereto:
Transfer Agent: ▇▇▇▇▇▇▇ SERVICE CORPORATION
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
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Any ▇▇▇▇▇▇▇ Fund: [Name of ▇▇▇▇▇▇▇ Fund]
c/▇ ▇▇▇▇▇▇▇ Service Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Secretary
Service Provider: ▇▇▇▇▇▇▇▇ ASSOCIATES, INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
General Counsel
9. Amendment
Except as otherwise provided herein, this Agreement may be amended or
modified only by a written agreement executed by all the parties; provided that
an amendment solely to add or remove any ▇▇▇▇▇▇▇ Fund as a party to this
Agreement may be made, and shall be valid and binding, by the addition or
removal of the relevant Fund's listing on Schedule A and its signature below
without requiring the other parties' signatures and shall be effective as of the
date of execution, unless any other party objects in writing within thirty (30)
days after receiving notice of such amendment.
10. 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,
without regard to conflicts of laws principles.
11. Entire 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. Nothing contained in this Agreement is intended to
convey rights to any third parties, such as Plans, Plan Trustees or Plan
participants.
12. Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be an original document and all of which together shall be deemed one and
the same instrument.
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13. Limitation of Liability of the ▇▇▇▇▇▇▇ Funds, Trustees and Shareholders
It is understood and expressly stipulated that none of the trustees,
officers, agents, or shareholders of any ▇▇▇▇▇▇▇ Fund shall be personally liable
hereunder. It is understood and acknowledged that all persons dealing with any
▇▇▇▇▇▇▇ Fund must look solely to the property of such ▇▇▇▇▇▇▇ Fund for the
enforcement of any claims against such ▇▇▇▇▇▇▇ Fund as neither the trustees,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of any ▇▇▇▇▇▇▇ Fund. No ▇▇▇▇▇▇▇ Fund shall be liable for
the obligations or liabilities of any other ▇▇▇▇▇▇▇ Fund. No series of any
▇▇▇▇▇▇▇ Fund, if any, shall be liable for the obligations of any other series.
14. Headings
The headings contained in this Agreement are for purposes of convenience
only and shall not affect the meaning or interpretation of this Agreement.
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.
▇▇▇▇▇▇▇ SERVICE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇▇ ASSOCIATES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Title: Senior Vice President
---------------------------
* SIGNATURES OF ▇▇▇▇▇▇▇ FUNDS
ON THE FOLLOWING PAGE
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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 or below written.
▇▇▇▇▇▇▇ DEVELOPMENT FUND
▇▇▇▇▇▇▇ EQUITY TRUST, on behalf of
▇▇▇▇▇▇▇ Capital Growth Fund
▇▇▇▇▇▇▇ Value Fund
▇▇▇▇▇▇▇ GLOBAL FUND, INC., on behalf of
▇▇▇▇▇▇▇ Global Fund
▇▇▇▇▇▇▇ Global Small Company Fund
▇▇▇▇▇▇▇ INTERNATIONAL FUND, INC., on behalf of
▇▇▇▇▇▇▇ Greater Europe Growth Fund
▇▇▇▇▇▇▇ Pacific Opportunities Fund
▇▇▇▇▇▇▇ International Fund
▇▇▇▇▇▇▇ INVESTMENT TRUST, on behalf of
▇▇▇▇▇▇▇ Growth and Income Fund
▇▇▇▇▇▇▇ Quality Growth Fund
▇▇▇▇▇▇▇ MUTUAL FUNDS, INC., on behalf of
▇▇▇▇▇▇▇ Gold Fund
▇▇▇▇▇▇▇ PORTFOLIO TRUST, on behalf of
▇▇▇▇▇▇▇ Balanced Fund
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Secretary
Date: 5/24/96
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Schedule A
LIST OF ▇▇▇▇▇▇▇ FUNDS
▇▇▇▇▇▇▇ CAPITAL GROWTH FUND
▇▇▇▇▇▇▇ DEVELOPMENT FUND
▇▇▇▇▇▇▇ GLOBAL FUND
▇▇▇▇▇▇▇ GLOBAL SMALL COMPANY FUND
▇▇▇▇▇▇▇ GOLD FUND
▇▇▇▇▇▇▇ GREATER EUROPE GROWTH FUND*
▇▇▇▇▇▇▇ INTERNATIONAL FUND
▇▇▇▇▇▇▇ PACIFIC OPPORTUNITIES FUND
▇▇▇▇▇▇▇ QUALITY GROWTH FUND
▇▇▇▇▇▇▇ VALUE FUND
▇▇▇▇▇▇▇ GROWTH AND INCOME FUND
▇▇▇▇▇▇▇ BALANCED FUND
On behalf of the Funds
listed on Schedule A:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Date: 5/24/96
------------------------------
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* Service Provider will not receive Administrative Fees for providing
Administrative Services until further notice.
Schedule B
The Administrative Services
1. Maintain separate adequate records for each Plan reflecting Shares
purchased and redeemed, including dates and prices for all transactions, and
Share balances. To the extent required under the 1940 Act and rules thereunder,
such records shall be preserved, maintained and made available in accordance
with the provisions of such Act and such rules, and copies or, if required,
originals shall be surrendered promptly to the Transfer Agent on and in
accordance with its request. Records surrendered hereunder shall be in machine
readable form, except to the extent that such records have been maintained only
in paper form.
2. Disburse or credit to the Group Trust or Custodial Accounts, and
maintain records of, all proceeds of Share redemptions and distributions not
reinvested in Shares.
3. Ensure and oversee the timely transfer of funds in connection with Plan
accounts with the ▇▇▇▇▇▇▇ Funds.
4. Prepare and deliver to the Group Trust periodic account statements
showing for each Plan the total number of Shares held as of the statement
closing date, purchases and redemptions of Shares during the statement period,
and dividends and other distributions paid during the statement period (whether
paid in case or reinvested in Shares), including dates and prices for all
transactions.
5. On behalf of and as required by the Group Trust or Custodial Accounts,
deliver to Plan participants (or deliver to the Plans for distribution to Plan
participants) prospectuses, proxy materials, periodic reports to shareholders,
and other materials provided by the Transfer Agent or the ▇▇▇▇▇▇▇ Funds.
6. Receive Instructions from Plan Agent and communicate Orders to the
Transfer Agent as specified in this Agreement.
7. Transmit confirmations of Orders to the Plans.
8. Maintain daily and monthly purchase summaries (expressed in both Share
and dollar amounts) for each Plan.
9. Settle Orders in accordance with the terms of each ▇▇▇▇▇▇▇ Fund's
prospectus.
10. Transmit to the Transfer Agent, or to any ▇▇▇▇▇▇▇ Fund designated by
the Transfer Agent, such occasional and periodic reports as the Transfer Agent
shall reasonably request from time to time to enable it or such ▇▇▇▇▇▇▇ Fund to
comply with applicable laws and regulations.
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Schedule C
The Administrative Fees
The ▇▇▇▇▇▇▇ Funds listed on Schedule A will pay the Service Provider a
monthly fee at an annualized rate of .25 of 1% (25 basis points) of the average
daily account balance during the month for each account registered with Transfer
Agent for which Service Provider performs Administrative Services. If Service
Provider begins or ceases performing Administrative Services during the month,
such fee shall be prorated according to the proportion which such portion of the
month bears to the full month.