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Document Preview Sub-Transfer Agency and Service Agreement |
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Title: |
Sub-Transfer Agency and Service Agreement |
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Date: |
2001 |
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Preview shows 9KB of 56KB total |
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Price: |
$46 |
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ID: |
#1883348 |
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SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
between
NYLIM SERVICE COMPANY LLC
and
BOSTON FINANCIAL DATA SERVICES, INC.
{PAGE}
TABLE OF CONTENTS
Page
1. Terms of Appointment; Duties of the Servicing Agent..................1
2. As of Reporting and Adjustments......................................3
3. Fees and Expenses....................................................5
4. Representations and Warranties of the Servicing Agent................5
5. Representations and Warranties of the Transfer Agent.................6
6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
Commercial Code....................................................6
7. Data Access and Proprietary Information..............................8
8. Indemnification......................................................9
9. Standard of Care....................................................11
10. Covenants of the Transfer Agent and the Servicing Agent.............11
11. Termination of Agreement............................................12
12. Assignment..........................................................12
13. Amendment...........................................................12
14. Massachusetts Law to Apply..........................................13
15. Force Majeure.......................................................13
16. Consequential Damages...............................................13
17. Merger of Agreement.................................................13
18. Counterparts........................................................13
19. Reproduction of Documents...........................................13
20. S.I.C. Inquiry......................................................14
{PAGE}
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the ___ day of ___________, 2001, by and between NYLIM
SERVICE COMPANY LLC, a Delaware limited liability company, having its principal
office and place of business at 169 Lackawanna Avenue, Parsippany, New Jersey
07054 (the "Transfer Agent"), and BOSTON FINANCIAL DATA SERVICES, INC. a
Massachusetts corporation having its principal office and place of business at 2
Heritage Drive, North Quincy, Massachusetts 02171 (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
__________________, 2001;
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:
1. 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 pure
plans provided to the shareholders of each Fund ("Shareholders") and
set out in the currently effective prospectus and statement of
additional information ("prospect") 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 interest, as
the case may be, for each of the Funds (including each series and
class thereof) enumerated in Schedule A.
{PAGE}
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 movies
paid to it by the Custodian with respect to any
redemption, pay over or cause to be paid over in the
appropriate manner such movies 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
(viii) 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 a transfer
agent, dividend disbursing agent, and, as relevant, agent in
connection with accumulation, letter of intent, retirement
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