SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
between
MAINSTAY SHAREHOLDER SERVICES, INC.
and
BOSTON FINANCIAL DATA SERVICES, INC.
TABLE OF CONTENTS
-----------------
Page
----
1. Terms of Appointment; Duties of the Servicing Agent 1
2. Fees and Expenses .................................... 3
3. Representations and Warranties of the Servicing Agent 4
4. Representations and Warranties of the Transfer Agent 4
5. Wire Transfer Operating Guidelines ................... 5
6. Data Access and Proprietary Information .............. 7
7. Indemnification ...................................... 8
8. Standard of Care ..................................... 10
9. Covenants of the Fund and the Transfer Agent ......... 10
10. Termination of Agreement ............................. 11
11. Assignment ........................................... 11
12. Amendment ............................................ 11
13. Massachusetts Law to Apply ........................... 11
14. Force Majeure ........................................ 11
15.Consequential Damages ................................. 12
16. Merger of Agreement .................................. 12
17. Counterparts ......................................... 12
18. Reproduction of Documents ............................ 12
19. S.I.C. Inquiry ....................................... 12
20. Bank Secrecy Act, etc. Compliance .................... 13
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
-----------------------------------------
AGREEMENT made as of the 1st day of May, 1997, by and between MainStay
Shareholder Services, Inc., a Delaware corporation, having its principal office
and place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Transfer Agent"), and BOSTON FINANCIAL DATA SERVICES, INC. a Massachusetts
corporation having its principal office and place of business at ▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Servicing Agent").
WHEREAS, the Transfer Agent has been appointed by each of the investment
companies (including each series thereof) listed on Schedule A (the "Fund(s)"),
each an open-end management investment company registered under the Investment
Company Act of 1940, as amended, as transfer agent, dividend disbursing agent
and shareholder Servicing Agent in connection with certain activities, and the
Transfer Agent has accepted each such appointment as evidenced in the transfer
agency agreement between each of the Funds and the Transfer Agent dated as of
May 1, 1997;
WHEREAS, the Transfer Agent has entered into a Transfer Agency and Service
Agreement with the Funds (including each series thereof) listed on Schedule A
pursuant to which the Transfer Agent is responsible for certain transfer agency
and dividend disbursing functions and the Transfer Agent is authorized to
subcontract for the performance of its obligations and duties thereunder in
whole or in part with the Servicing Agent;
WHEREAS, the Transfer Agent wishes to have the Servicing Agent perform certain
shareholder accounting, administrative and servicing functions (collectively
"Shareholder and Record-Keeping Services");
WHEREAS, the Transfer Agent desires to appoint the Servicing Agent as its agent,
and the Servicing Agent desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
l. Terms of Appointment; Duties of the Servicing Agent
---------------------------------------------------
1.1 Subject to the terms and conditions set forth in this Agreement, the
Transfer Agent hereby employs and appoints the Servicing Agent to act as, and
the Servicing Agent agrees to act as, the agent of the Transfer Agent for the
shares of each of the Funds in connection with any accumulation, letter of
intent, retirement plans or similar purchase plans provided to the shareholders
of each Fund ("Shareholders") and set out in the currently effective prospectus
and statement of additional information ("prospectus") of each such Fund,
including without limitation any periodic investment plan or periodic withdrawal
program. As used herein, the term "Shares" means the authorized and issued
shares of common stock, or shares of beneficial
1
interest, as the case may be, for each of the Funds (including each series and
class thereof) enumerated in Schedule A.
1.2 The Servicing Agent agrees that it will perform the following Shareholder
and Record-Keeping services:
(a) In accordance with procedures established from time to time by agreement
between the Transfer Agent and the Servicing Agent, the Servicing Agent
shall:
(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefor to
the Custodian of the Fund authorized pursuant to the Articles of
Incorporation or Declaration of Trust of each Fund (the
"Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number of Shares
and hold such Shares in the appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and redemption directions
and deliver the appropriate documentation therefor to the Custodian;
(iv) In respect to the transactions in items (i), (ii) and (iii) above,
the Servicing Agent shall execute transactions directly with broker-
dealers authorized by the Funds;
(v) At the appropriate time as and when it receives monies paid to it by
the Custodian with respect to any redemption, pay over or cause to
be paid over in the appropriate manner such monies as instructed by
the redeeming Shareholders ;
(vi) Prepare and transmit payments for dividends and distributions
declared by each Fund;
(vii) Issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Servicing
Agent of indemnification satisfactory to the Servicing Agent and
protecting the Servicing Agent, Transfer Agent and each Fund, and
the Servicing Agent at its option, may issue replacement
certificates in place of mutilated stock certificates upon
presentation thereof and without such indemnity; and
(vii) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing.
(b) In addition to and neither in lieu nor in contravention of the services
set forth in the above paragraph (a), the Servicing Agent shall: (i)
perform the customary services of
2
a transfer agent, dividend disbursing agent, and, as relevant, agent in
connection with accumulation, letter of intent, retirement plans or
similar purchase plans (including without limitation any periodic
investment plan or periodic withdrawal program), including but not limited
to: maintaining all Shareholder accounts, preparing Shareholder meeting
lists, mailing proxies, mailing Shareholder reports and prospectuses to
current Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts, preparing and filing U.S. Treasury Department Forms 1099
and other appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders, preparing and
mailing confirmation forms and statements of account to Shareholders for
all purchases and redemptions of Shares and other confirmable transactions
in Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information and (ii)
provide a system which will enable each Fund to monitor the total number
of Shares sold in each State.
(c) In addition, each Fund shall (i) identify to the Servicing Agent in
writing those transactions and assets to be treated as exempt from blue
sky reporting for each State and (ii) verify the establishment of
transactions for each State on the system prior to activation and
thereafter monitor the daily activity for each State. The responsibility
of the Servicing Agent for each Fund's blue sky State registration status
is solely limited to the initial establishment of transactions subject to
blue sky compliance by each Fund and the reporting of such transactions to
each Fund as provided above.
(d) Procedures as to who shall provide certain of these services in Section 1
may be established from time to time by agreement between the Transfer
Agent and the Servicing Agent per the attached service responsibility
schedule. The Servicing Agent may at times perform only a portion of these
services and the Transfer Agent, the Funds or their agent may perform
these services on each Fund's behalf.
(e) The Servicing Agent may provide additional services on behalf of the
Transfer Agent (i.e., escheatment services) which may be agreed upon in
writing between the Fund and the Servicing Agent.
2. Fees and Expenses
-----------------
2.1 For the performance by the Servicing Agent pursuant to this Agreement, the
Transfer Agent agrees to pay the Servicing Agent an annual maintenance fee
for each Shareholder account as set out in the initial fee schedule
attached hereto. Such fees and out-of-pocket expenses and advances
identified under Section 2.2 below may be changed from time to time
subject to mutual written agreement between the Transfer Agent and the
Servicing Agent.
2.2 In addition to the fee paid under Section 2.1 above, the Transfer Agent
agrees to reimburse the Servicing Agent for reasonable out-of-pocket
expenses, including but not limited to confirmation production, postage,
forms, telephone, microfilm, microfiche, tabulating proxies,
3
records storage, or advances incurred by the Servicing Agent for the items
set out in the fee schedule attached hereto. In addition, any other
expenses reasonably incurred by the Servicing Agent at the request or with
the consent of the Transfer Agent, will be reimbursed by the Fund.
2.3 The Transfer Agent agrees to pay all fees and reimbursable expenses
promptly following the receipt of the respective billing notice. Postage
for mailing of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to the Servicing Agent by the
Transfer Agent at least seven (7) days prior to the mailing date of such
materials.
3. Representations and Warranties of the Servicing Agent
-----------------------------------------------------
The Servicing Agent represents and warrants to the Transfer Agent that:
3.1 It is a corporation duly organized and existing and in good standing under
the laws of The Commonwealth of Massachusetts which is duly registered as
a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange
Act of 1934, as amended ("Section 17A(c)(2)")
3.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
4. Representations and Warranties of the Transfer Agent
----------------------------------------------------
The Transfer Agent represents and warrants to the Servicing Agent that:
4.1 It is a corporation duly organized and existing and in good standing under
the laws of the State of Delaware.
4.2 It is empowered under applicable laws and by its Articles of Incorporation
and By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by said Articles of Incorporation and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.4 Each Fund is an open-end management investment company registered under
the Investment Company Act of 1940, as amended.
4
4.5 A registration statement under the Securities Act of 1933, as amended for
each Fund is currently effective and will remain effective, and
appropriate state securities law filings have been made and will continue
to be made, with respect to all Shares of each Fund being offered for
sale.
5. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial
------------------------------------------------------------------------
Code
----
5.1 The Servicing Agent is authorized to promptly debit the appropriate
Transfer Agent account(s) upon the receipt of a payment order in
compliance with the selected security procedure (the "Security Procedure")
chosen for funds transfer and in the amount of money that the Servicing
Agent has been instructed to transfer. The Servicing Agent shall execute
payment orders in compliance with the Security Procedure and with the
Transfer Agent instructions on the execution date provided that such
payment order is received by the customary deadline (the close of business
of the New York Stock Exchange, generally 4:00 p.m. EST) for processing
such a request, unless the payment order specifies a later time. All
payment orders and communications received after the customary deadline
will be deemed to have been received the next business day.
5.2 The Transfer Agent acknowledges that the Security Procedure it has
designated on the Transfer Agent Selection Form was selected by the
Transfer Agent from security procedures offered by the Servicing Agent.
The Transfer Agent shall restrict access to confidential information
relating to the Security Procedure to authorized persons as communicated
to the Servicing Agent in writing. The Transfer Agent must notify the
Servicing Agent immediately if it has reason to believe unauthorized
persons may have obtained access to such information or of any change in
the Transfer Agent's authorized personnel. The Servicing Agent shall
verify the authenticity of all Transfer Agent instructions according to
the Security Procedure.
5.3 The Servicing Agent shall process all payment orders on the basis of the
account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the
account number, the account number shall take precedence and govern.
5.4 The Servicing Agent reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected
balance in the account to be charged at the time of the Servicing Agent's
receipt of such payment order; (b) if initiating such payment order would
cause the Servicing Agent, in the Servicing Agent's sole judgement, to
exceed any volume, aggregate dollar, network, time, credit or similar
limits which are applicable to the Servicing Agent; or (c) if the
Servicing Agent, in good faith, is unable to satisfy itself that the
transaction has been properly authorized.
5
5.5 The Servicing Agent shall use reasonable efforts to act on all authorized
requests to cancel or amend payment orders received in compliance with the
Security Procedure provided that such requests are received in a timely
manner affording the Servicing Agent reasonable opportunity to act.
However, the Servicing Agent assumes no liability if the request for
amendment or cancellation cannot be satisfied.
5.6 The Servicing Agent shall assume no responsibility for failure to detect
any erroneous payment order provided that the Servicing Agent complies
with the payment order instructions as received and the Servicing Agent
complies with the Security Procedure. The Security Procedure is
established for the purpose of authenticating payment orders only and not
for the detection of errors in payment orders.
5.7 The Servicing Agent shall assume no responsibility for lost interest with
respect to the refundable amount of any unauthorized payment order, unless
the Servicing Agent is notified of the unauthorized payment order within
thirty (30) days of notification by the Servicing Agent of the acceptance
of such payment order. In no event (including failure to execute a payment
order) shall the Servicing Agent be liable for special, indirect or
consequential damages, even if advised of the possibility of such damages.
5.8 When the Transfer Agent initiates or receives Automated Clearing House
credit and debit entries pursuant to these guidelines and the rules of the
National Automated Clearing House Association and the New England Clearing
House Association, the Servicing Agent will act as an Originating
Depository Financial Institution and/or receiving depository Financial
Institution, as the case may be, with respect to such entries. Credits
given by the Servicing Agent with respect to an ACH credit entry are
provisional until the Servicing Agent receives final settlement for such
entry from the Federal Reserve Servicing Agent. If the Servicing Agent
does not receive such final settlement, the Transfer Agent agrees that the
Servicing Agent shall receive a refund of the amount credited to the
Transfer Agent in connection with such entry, and the party making payment
to the Transfer Agent via such entry shall not be deemed to have paid the
amount of the entry.
5.9 Confirmation of Servicing Agent's execution of payment orders shall
ordinarily be provided within twenty four (24) hours notice which may be
delivered through the Servicing Agent's proprietary information systems,
or by facsimile or call-back. Transfer Agent must report any objections to
the execution of an order within thirty (30) days.
5.10 The Bank shall use its best efforts, on the Transfer Agent's behalf, to
obtain through banking channels any payments made in error for whatever
reason.
6
6. Data Access and Proprietary Information
---------------------------------------
6.1 The Transfer Agent acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and
documentation manuals furnished to the Transfer Agent by the Servicing
Agent in connection with the Fund's ability to access certain Fund-related
data ("Customer Data") maintained by the Servicing Agent on data bases
under the control and ownership of the Servicing Agent ("Data Access
Services") constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of substantial value
to the Servicing Agent or other third party. In no event shall Proprietary
Information be deemed Customer Data. The Transfer Agent agrees to treat
all Proprietary Information as proprietary to the Servicing Agent and
further agrees that it shall not divulge any Proprietary Information to
any person or organization except as may be provided hereunder or as
required by law. Without limiting the foregoing, the Transfer Agent agrees
for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be designated in
writing by the Servicing Agent and solely in accordance with the
Servicing Agent's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary
Information;
(c) to refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained,
to inform the Servicing Agent in a timely manner of such fact and
dispose of such information in accordance with the Servicing Agent's
instructions;
(d) to refrain from causing or allowing the data acquired hereunder from
being retransmitted to any other computer facility or other location,
except with the prior written consent of the Servicing Agent;
(e) to honor all reasonable written requests made by the Servicing Agent
to protect at the Servicing Agent's expense the rights of the
Servicing Agent in Proprietary Information at common law, under
federal copyright law and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 6. The obligations of this Section shall
survive any earlier termination of this Agreement.
6.2 If the Transfer Agent notifies the Servicing Agent that any of the Data
Access Services do not operate in material compliance with the most
recently issued user documentation for such services, the Servicing Agent
shall endeavor in a timely manner to correct such failure. Organizations
from which the Servicing Agent may obtain certain data included in the
Data Access Services are solely responsible for the contents of such data
and the Transfer Agent agrees to make no claim against the Servicing Agent
arising out of the contents of such third-party data, including, but not
limited to, the accuracy thereof. DATA ACCESS SERVICES
7
AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION
THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE SERVICING
AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.3 If the transactions available to the Transfer Agent include the ability to
originate electronic instructions to the Servicing Agent in order to (i)
effect the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information, then in such event the
Servicing Agent shall be entitled to rely on the validity and authenticity
of such instruction without undertaking any further inquiry as long as
such instruction is undertaken in conformity with security procedures
established by the Servicing Agent from time to ▇▇▇ ▇.
7. Indemnification
---------------
7.1 The Servicing Agent shall not be responsible for, and the Transfer Agent
shall indemnify and hold the Servicing Agent harmless from and against,
any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:
(a) All actions of the Servicing Agent or its agent or subcontractors
required to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or willful
misconduct.
(b) The Transfer Agent's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or
warranty of the Transfer Agent hereunder.
(c) The reliance on or use by the Servicing Agent or its agents or
subcontractors of information, records, documents or services which
(i) are received by the Servicing Agent or its agents or
subcontractors, and (ii) have been prepared, maintained or performed
by the Transfer Agent or each Fund or any other person or firm on
behalf of the Transfer Agent or each Fund including but not limited to
any previous transfer agent or registrar.
(d) The reliance on, or the carrying out by the Servicing Agent or its
agents or subcontractors of any instructions or requests of the
Transfer Agent or each Fund.
(e) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be
registered or in violation of any stop order or other determination or
ruling by any federal or any state agency with respect to the offer or
sale of such Shares unless the Transfer Agent has provided the
Servicing Agent with three days written notice to stop accepting
orders for any Fund or class of a Fund or in any jurisdiction.
8
(f) The negotiations and processing of checks made payable to prospective
or existing Shareholders tendered to the Servicing Agent for the
purchase of Shares, such checks are commonly known as "third party
checks."
7.2 The Transfer Agent shall not be responsible for, and the Servicing Agent
shall indemnify and hold the Transfer Agent harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to:
(a) All actions of the Transfer Agent or its agent or subcontractors
required to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or willful
misconduct.
(b) The Servicing Agent's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or
warranty of the Servicing Agent hereunder.
7.3 At any time the Servicing Agent may apply to any officer of the Transfer
Agent for instructions, and may consult with legal counsel of the Transfer
Agent with respect to any matter arising in connection with the services
to be performed by the Servicing Agent under this Agreement, and the
Servicing Agent and its agents or subcontractors shall not be liable and
shall be indemnified by the Transfer Agent for any action taken or omitted
by it in reliance upon such instructions or upon the opinion of such
counsel. The Servicing Agent, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document, reasonably
believed to be genuine and to have been signed by the proper person or
persons, or upon any instruction, information, data, records or documents
provided the Servicing Agent or its agents or subcontractors by machine
readable input, telex, CRT data entry or other similar means authorized by
the Transfer Agent, and shall not be held to have notice of any change of
authority of any person, until receipt of written notice thereof from the
Transfer Agent. The Servicing Agent, its agents and subcontractors shall
also be protected and indemnified in recognizing stock certificates which
are reasonably believed to bear the proper manual or facsimile signatures
of the officers of each Fund, and the proper countersignature of the
Transfer Agent or any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.
7.4 In order that the indemnification provisions contained in this Section 7
shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the
other party advised with respect to all developments concerning such
claim. The party who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the defense of such
claim or to defend against said claim in its own name. The party seeking
indemnification shall in no case confess any claim or make any compromise
in any case in which the other party may be required to indemnify except
with the other party's prior written consent.
9
8. Standard of Care
----------------
The Servicing Agent shall at all times act in good faith and agrees to use
its best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility and
shall not be liable for loss or damage due to errors unless said errors
are caused by its negligence, bad faith, or willful misconduct or that of
its employees.
9. Covenants of the Transfer Agent and the Servicing Agent
-------------------------------------------------------
9.1 The Transfer Agent shall promptly furnish to the Servicing Agent the
following:
(a) A certified copy of the resolution of the Board of Directors of the
Transfer Agent authorizing the appointment of the Servicing Agent and
the execution and delivery of this Agreement.
9.2 The Servicing Agent hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Transfer Agent for safekeeping of
stock certificates, check forms and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping account
of, such certificates, forms and devices.
9.3 The Servicing Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940,
as amended, and the Rules thereunder, the Servicing Agent agrees that all
such records prepared or maintained by the Servicing Agent relating to the
services to be performed by the Servicing Agent hereunder are the property
of each Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly
to each Fund on and in accordance with its request.
9.4 The Servicing Agent and the Transfer Agent agree that all books, records,
information and data pertaining to the business of the other party which
are exchanged or received pursuant to the negotiation or the carrying out
of this Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
9.5 In case of any requests or demands for the inspection of the Shareholder
records of any of the Funds, the Servicing Agent will endeavor to notify
the Transfer Agent and to secure instructions from an authorized officer
of the Transfer Agent as to such inspection. The Servicing Agent 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 exhibit the Shareholder records to such person.
10
10. Termination of Agreement
------------------------
10.1 This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other or upon such shorter period of time
as may be agreed to in writing by the parties or as may be required by
operation of law.
10.2 Should the Transfer Agent exercise its right to terminate other than for
cause, all out-of-pocket expenses associated with the movement of records
and material will be borne by the Transfer Agent. Additionally, the
Servicing Agent reserves the right to charge for any other reasonable
expenses associated with such termination and/or a charge equivalent to
the average of three (3) months' fees.
11. Assignment
----------
11.1 Except as provided in Section 11.3 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without
the written consent of the other party.
11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
11.3 The Servicing Agent may, without further consent on the part of the
Transfer Agent, subcontract for the performance hereof with (i) a Boston
Financial Data Services, Inc. ("BFDS") subsidiary duly registered as a
transfer agent pursuant to Section 17A(c)(2) or (ii) a BFDS affiliate;
provided, however, that the Servicing Agent shall be as fully responsible
to the Transfer Agent for the acts and omissions of any subcontractor as
it is for its own acts and omissions.
12. Amendment
---------
This Agreement may be amended or modified by a written agreement executed
by both parties and authorized or approved by a resolution of the Transfer
Agent.
13. 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.
14. Force Majeure
-------------
In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to
perform or otherwise
11
from such causes. Notwithstanding the above, the Servicing Agent shall not
be excused from liability in the event any telecommunications, power or
equipment (of the Servicing Agent, its agents or subcontractors) failures
could have been avoided or minimized by such parties having maintained
adequate industry standard backup systems and/or plan and a disaster
recovery plan.
15. Consequential Damages
---------------------
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
16. Merger of Agreement
-------------------
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
17. Counterparts
------------
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.
18. Reproduction of Documents
-------------------------
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties
hereto each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not
such reproduction was made by a party in the regular course of business,
and that any enlargement, facsimile or further reproduction shall likewise
be admissible in evidence.
19. S.I.C. Inquiry
--------------
At the time of receipt of securities from any entity not a bank,
registered transfer agent, registered broker-dealer, registered exchange
or registered clearing corporation, the Servicing Agent shall comply with
applicable inquiry requirements with the Securities Information Center
("SIC") pursuant to SEC Exchange Act Rule 17f-1. The Servicing Agent shall
promptly advise the Transfer Agent of any such security reported by the
SIC as lost, stolen, missing or counterfeit, and await further
instructions.
12
20. Bank Secrecy Act, etc. Compliance.
---------------------------------
In addition, the Servicing Agent shall, on behalf of the Transfer Agent,
be responsible for compliance with all applicable laws and regulations
issued with respect to the Bank Secrecy Act and the Foreign Asset Control
regulations which would require a transaction to be blocked because the
counter-party to a securities transaction or the owner or issuer of the
securities being delivered to or from the Account is a Specially Designed
National. The Servicing Agent shall promptly advise the Transfer Agent of
any such security that the Servicing Agent determines is subject to the
Bank Secrecy Act or Foreign Asset Control rules or regulations, and await
further instructions.
13
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.
MAINSTAY SHAREHOLDER SERVICES, INC.
BY:________________________________
ATTEST:
----------------------
BOSTON FINANCIAL DATA SERVICES, INC.
BY:_________________________________
Executive Vice President
ATTEST:
----------------------
14
BOSTON FINANCIAL DATA SERVICES
TRANSFER AGENT SERVICE RESPONSIBILITIES/*/
Service Performed Responsibility
------------------- --------------
Servicing Agent Transfer Agent
--------------- --------------
1. Receives orders for the purchase X X
of Shares.
2. Issue Shares and hold Shares in X X
Shareholders accounts.
3. Receive redemption requests. X X
4. Effect transactions 1-3 above X X
directly with broker-dealers.
5. Pay over monies to redeeming X
Shareholders.
6. Effect transfers of Shares. X X
7. Prepare and transmit dividends X
and distributions.
8. Issue Replacement Certificates. X X
9. Reporting of abandoned property. X
10. Maintain records of account. X X
11. Maintain and keep a current and X
accurate control book for each
issue of securities.
12. Mail proxies. X
13. Mail Shareholder reports. X
14. Prepare and mail written correspondence. X
15. Mail prospectuses to current X
Shareholders.
16. Withhold taxes on U.S. resident X
and non-resident alien accounts.
15
Service Performed Responsibility
------------------- --------------
Servicing Agent Transfer Agent
--------------- --------------
17. Prepare and file U.S. Treasury X
Department forms.
18. Prepare and mail account and X
confirmation statements for
Shareholders.
19. Provide Shareholder account X X
information.
20. Blue sky reporting. X
21. Maintain fiduciary accounting and X
beneficiary records
22. Prepare and mail required tax forms X
to shareholders.
23. File shareholder tax reports with the IRS. X
* Such services are more fully described in Section 1.2 (a), (b) and (c) of the
Agreement.
MAINSTAY SHAREHOLDER SERVICES, INC.
BY:________________________________
ATTEST:
-----------------------
BOSTON FINANCIAL DATA SERVICES, INC
BY:________________________________
Executive Vice President
ATTEST:
_______________________
16
SCHEDULE A
FUND NAME
---------
California Tax Free Fund
Capital Appreciation Fund
Convertible Fund
Equity Index Fund
Government Fund
High Yield Corporate Bond Fund
International Bond Fund
International Equity Fund
Money Market Fund
New York Tax Free Fund
Strategic Income Fund
Tax Free Bond Fund
Total Return Fund
Value Fund
17