Exhibit 10.22
AMENDMENT NO. 4 TO MANAGEMENT SERVICES AGREEMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, the Management Services Agreement ("MSA") dated
November 29, 2001, effective as of February 29, 2000, between ▇▇▇▇▇▇▇ PLC and
INTERACTIVE DATA CORPORATION, as amended, is hereby further amended effective as
of September 16, 2004, (the "Effective Date"), as follows:
1. Schedule 1 and Schedule 17 are deleted in their entirety and replaced with
revised Schedule 17 "Financial Accounting Services", a copy of which is
attached hereto and made a part hereof.
2. Schedule 5 is amended by deleting the reference to ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
3. Schedule 6 is deleted in its entirety and replaced with revised Schedule 6
"Computer and Accounting System Support Services", a copy of which is
attached hereto and made a part hereof.
4. Schedules 2, 16, 23, 24, 25, 27, 32 are deleted in their entirety.
5. Schedule 34 is deleted in its entirety and replaced with revised Schedule
34, a copy of which is attached hereto and made a part hereof.
6. Schedule 37 is terminated effective as of December 31, 2004.
7. Schedules 42 and 43, copies of which are attached hereto, are added as new
Schedules to the MSA.
Except as hereby expressly amended, the MSA is in all other respects
ratified and confirmed. This Amendment shall be subject to all of the terms and
conditions of the MSA. Except as hereby amended, the MSA is in all other
respects ratified and confirmed.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the Effective Date.
▇▇▇▇▇▇▇ PLC
By:
---------------------------------
Name:
Title:
INTERACTIVE DATA
CORPORATION
By:
---------------------------------
Name:
Title:
SCHEDULE 6
COMPUTER AND ACCOUNTING SYSTEM SUPPORT SERVICES
(MODIFIED SEPTEMBER 2004)
Service Provider: Financial Times Group Limited (UK) ("FT")
Service Recipient: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Description: FT will provide FT Interactive (Europe) with the following
computer and accounting system support services:
1. Provide support of SUN Accounts, SUN Business,
Recurring Invoicing, Combined Records, Debtor
Management, Vision Excel, Collect, Hyperion PRIME,
Dbase, Mercury applications.
2. Provide helpdesk facilities via telephone or email
3. Provide necessary upgrades to existing software
4. Perform all application repairs and maintenance
5. Perform a level of ad hoc systems-related project work,
subject to support and group development requirements.
6. Provide Oracle, Unix, NT and Citrix support for FT
Interactive Data (Europe) to access the SUN and Vision
database application and Citrix servers.
7. Provide backup for DoL production.
8. Provide access to FT workstation for use of BACs system
for payments
Primary Contacts: Head of Finance Systems, Financial Times Limited, Number
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
European Finance Director, FT Interactive Data (Europe)
Limited, Fitzroy House, ▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇
Fees: 119,899 GBP
Service Period: Commencing February 29, 2004, as revised August 2004 and
continuing thereafter until such time as the service is
terminated in accordance with the terms of the Agreement
Notice Period for 1 year.
Termination:
SCHEDULE 17
FINANCIAL ACCOUNTING SERVICES
(MODIFIED SEPTEMBER 2004)
Service Provider: Financial Times Group Limited (UK) ("FT")
Service Recipient: FT Interactive Data (Europe) Limited ("FT Interactive
(Europe)")
Service Description: FT will provide FT Interactive (Europe) with the following
financial accounting services:
1. Cashiering Services
(a) Banking
(i) Cheques and cash received will be written up
into banking deposit book
(ii) Cashier will ensure that all cheques and
cash are banked within 24 hours of receipt
(b) Reconciling and Posting
(i) Reconcile BACS remittance advice received in
post to bank statement daily; pass all
details to sales ledger each day
(ii) Reconcile Direct Debits per the bank
statement to nominal ledger and pass details
to purchase ledger each day
(iii) Transmit weekly all PDQI payment requests
and pass all information to sales ledger
when monies are received
(iv) Using electronic statements printed from
Hexagon, post all electronic receipts to
relevant accounts daily
(v) Reconcile all bank accounts weekly and
inform all relevant parties by email of any
outstanding amounts
(c) Queries: Liaise with HSBC Bank Plc regarding any
queries that arise on bank statements
(d) Purchase Foreign Currency: Receive approved
paperwork from managers requesting foreign
currency for trips abroad and ensure that they
receive funds on time
2. Monthly Financial Reporting
(a) Fixed assets reviewed and analyzed
(i) Agree fixed assets posted to SUN to the
nominal ledger and post differences
(ii) Run monthly depreciation based on group
policy
(iii) Prepare all journals relating to disposals
and inter-company transfers of fixed assets
(iv) Prepare all fixed assets tax analysis and
financial reporting schedules for the year
end
(v) Provide ad hoc information as and when
requested
(b) Staff Season Ticket Loans and Personal Loans
(i) Provide details of new employee season
ticket loans and personal loans
(ii) Update the loan balances
(iii) Reconcile the normal ledger to the balance
advised by ADP posting adjustments as
required
(iv) Query employee loans appearing as
reconciling items for more than one month
with ADP and make adjustments
(c) Inter-company Balances Reconciled
(i) Reconcile monthly all inter-company balances
between all group companies and FT
Interactive (Europe)
(ii) Notify management accountants of any
unresolved or disputed balances and journal
any necessary adjustments
(iii) Complete the inter-company matrix and send
directly to FT Interactive Data Corporation
3. Taxation Support
(a) Advise of relevant VAT developments
(b) Prepare VAT returns and submit to Customs and
Excise by reporting date
(c) VAT query helpline for specific tax guidance;
available for issues of principle (eg
interpretation of changes to tax legislation)
rather than routine inquiries (eg VAT charge on an
invoice)
(d) Prepare annual PSA return and submit it to Inland
Revenue
4. Cash Allocation
(a) Process on the sales ledger all cash receipts
(i) Process and allocate to the appropriate
sales debtor all payment receipts as
supplied by the cashier's office within 48
hours (but always 100% by month-end close),
to include accounting entries for bank
charges and any exchange differences
(b) Control and reconcile unallocated cash account
(i) Reconcile debtor suspense and ensure balance
is zero at the end of each month
(ii) Reconcile unallocated cash on a regular
basis and ensure balance remains below
20,000 GBP
(iii) Inform FT Interactive (Europe) controllers
when unidentified cash is received
5. Reports
(a) Cash Spreadsheet
(i) Update cash spreadsheet daily for all cash
receipts posted to the sales ledger
(ii) Ensure that cash spreadsheet is distributed
to credit controllers on a daily basis and
to FT Interactive (Europe) management on a
weekly basis
6. Annual Reporting
(a) Preparation of year-end file and annual statutory
accounts for review and sign off by auditors
Primary Contacts: FT Publishing Group Controller, Financial Times Limited,
Number ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
European Finance Director, FT Interactive Data (Europe)
Limited, Fitzroy House, ▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇
Fees: 139,552 GBP
Service Period: Commencing February 29, 2004, as revised August 2004 and
continuing thereafter until such time as the service is
terminated in accordance with the terms of the Agreement
Notice Period for 1 year.
Termination:
SCHEDULE 34
FINANCIAL TIMES - FTS VIEW
(MODIFIED SEPTEMBER 2004)
Service Provider: FT Interactive Data (Europe) Limited ("FTID")
Service Recipient: The Financial Times Limited ("Financial Times")
Service Description: Facilitate matching of news stories with home ticker codes
using FTS (view only) and Securities Alert services
Primary Contacts: ▇▇▇▇ ▇▇▇▇▇, Customer Services Manager, FT Interactive Data
(Europe) Limited, Fitzroy House, ▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Financial Times, Number One
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Fees: 5 view licences GBP 6,500 p.a. (in aggregate) plus
Securities Alert File(s):
Up to 10,000 securities GBP 0.80 per security p.a.
Between 10,001 to 20,000 securities GBP 0.50 per security p.a.
Greater than 20,000 securities GBP 0.25 per security p.a.
Subject to a minimum of 5,000 securities
For example, for 18,000 securities it is .80 x 10,000 plus
.50 x 8000. Total amount due would be 18,500 GBP
Thereafter, Charges are subject to variation by FTID giving
Financial Times at least 3 months notice in writing. All
costs quoted are exclusive of VAT and will be paid
quarterly in advance.
Service Period: Commencing in May, 2001 and continuing thereafter until
such time as the service is terminated in accordance with
the terms of the Agreement.
Notice Period for
Termination: 3 months
SCHEDULE 42
▇▇.▇▇▇ - REMOTEPLUS
Service Provider: FT Interactive Data (Europe) Limited ("FTID")
Service Recipient: The Financial Times Limited ("Financial Times") trading as
FT Research Centre
Service Description: FTID will provide access to Remoteplus via user id D4HFINN.
This is to be used to facilitate the FT Research Centre in
research for their clients both for current data and for
time series (historical) data. In the majority of cases the
data will be use to calculate or crunch numbers, therefore
adding value to the information. However, from time to time
the FT Research Centre will be required to provide data in
its raw format.
This is based on the understanding that the clients agree
in turn not to use this data for onward publication to any
degree, and that accreditation is given where Remoteplus is
used.
Primary Contacts: ▇▇▇▇ ▇▇▇▇▇. Customer Services Manager, FT Interactive Data
(Europe) Limited, Fitzroy House, ▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Head FT Research Centre, The Financial
Times Limited, Number One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Fees: A 30 % royalty will be charged based on revenues gained by
the FT Research Centre resulting from Remoteplus. A minimum
return will be applied of ▇▇▇▇ ▇▇▇ pa, which will be billed
quarterly in advance. Any additional revenues generated
from the royalty return will be billed in arrears. Royalty
details will be provided by FT Research Centre, no later
that 14 days after each quarter end.
Fees quoted are exclusive of VAT and all fixed/ minimum
charges will be subject to annual increases as notified in
advance
Service Period: Commencing 01/01/2004, and continuing thereafter until such
time as the service is terminated in accordance with the
agreement.
Notice Period for 3 months
Termination:
SCHEDULE 43
HONG KONG OFFICE SPACE & SERVICES
Service Provider: The Financial Times (Hong Kong) Limited (`FTHK')
Service Recipient: FT Interactive Data (Hong Kong) Limited & GTIS Hong Kong
Service Description: Provision of Office Space at Suite 2903-2909, Level 29, Two
International Finance Centre, ▇▇. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and related services (as listed on
attached Schedule) for use by Interactive Data
Corporation's FTID and GTIS subsidiary. operations in Hong
Kong, including recharges for actual charges levied by
third parties and paid locally by FTHK for related
services.
Primary Contacts For FTHK: Financial Controller,
(Relationship The Financial Times (Hong Kong) Limited, 6/F, Suite
Managers): 609-612, One International Finance Centre, ▇▇. ▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
For FTID-HK: Financial Controller, FT Interactive Data,
1155 ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
For GTIS : Executive Vice President (currently ▇▇▇▇
▇▇▇▇▇▇▇▇), GTIS, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇
Fees: As per attached Exhibit A.
Office rent may be proportionately increased by FTHK if the
rent charged to FTHK by the Hong Kong landlord is
increased.
Any increase to be proportionate to overall lease increase.
Any other charges other than those set forth on the
Schedule only by written agreement between FTHK, Financial
Controller, and Interactive on behalf of FT Interactive
Data, Australia and GTIS as appropriate.
Service Period: Commencing July 1, 2003, and continuing thereafter until
such time as the service is terminated in accordance with
the Agreement.
Notice Period for By either party, upon 90 days advance written notice
Termination:
Exhibit A to Schedule 43 to MSA
THE FINANCIAL TIMES (HK) LTD RECHARGES TO FT INTERACTIVE DATA (HONG KONG)
LIMITED & GTIS HONG KONG
FTID HK 2004 GTIS HK 2004 TOTAL TOTAL
ESTIMATED ESTIMATED ESTIMATED ESTIMATED
ANNUAL ANNUAL ANNUAL ANNUAL
AMOUNT AMOUNT AMOUNT AMOUNT
EXPENSE DESCRIPTION SHARE BASIS HK $ HK $ HK $ US $
---------------------------------- ------------------------------------------ ------------ ------------ --------- ---------
Office Rent/ Management fee Floorspace (based on number of Staff plus
appropriate share of common area) 360,000 240,000 600,000 76,923
Cleaning (office, phones, windows, Floorspace (based on number of Staff plus
carpets) appropriate share of common area) 1,200 360 1,560 200
Electricity . Floorspace (based on number of Staff plus
appropriate share of common area) 9,600 2,400 12,000 1,538
Shared Receptionist MPF (pension) Floorspace (based on number of Staff plus
appropriate share of common area) 720 240 960 123
Office expenses Floorspace (based on number of Staff plus
appropriate share of common area) 3,600 960 4,560 . 585
Pantry Floorspace (based on number of Staff plus
appropriate share of common area) 1,200 360 1,560 200
Property Taxes Floorspace (based on number of Staff plus
appropriate share of common area) 12,000 3,600 15,600 2,000
Shared Receptionist Salary Floorspace (based on number of Staff plus
appropriate share of common area) 14,400 3,600 18,000 2,308
Stationery Floorspace (based on number of Staff plus
appropriate share of common area) 1,200 360 1,560 200
Hexagon fee (on line bank Equally shared by 3 companies using the
account lookup facility) service (FT HK, FTEP & FTID) 2,720 2,720 349
Mobile phone charges Actual usage 48,000 48,000 6,154
Telephone Cost Actual usage 7,200 2,400 9,600 1,231
Postage Actual usage 600 360 960 123
Payroll administration fee Based on Number of staff - 3 (HK$500 each) 18,000 18,000 2,308
MPF (pension) recharge 5% of monthly salary with maximum of
HK$2,000 per head 48,000 48,000 6,154
TOTAL 528,440 254,640 783,080 100,395
NOTE 1: COST IS AN ESTIMATE IF IT IS VARIABLE EXPENSES.
NOTE 2: FX RATE USED IS US$1 = HK$ 7.80