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Title: |
Agency Agreement |
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Entities: |
DST Systems, Inc.; Lord Abbett Research Fund Inc; Prudential Securities Inc.; Janus Capital Group Inc. |
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Date: |
2005 |
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Size: |
Preview shows 21KB of 158KB total |
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Price: |
$58 |
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ID: |
#2345518 |
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{S} {C}
1. Definitions. 1
2. Appointment of the Agent as Transfer Agent. 1
2.1. Appointment and Scope. 1
2.1.1. Appointment. 1
2.2. Documentation. 2
2.2.1. Documentation Related to Appointment. 2
2.2.2. Increase in a Fund's Authorized Stock. 3
2.2.3. Certification of Documents. 3
2.2.4. Future Amendments to Charter and Bylaws. 3
2.3. New Funds or Fund Series Requiring Only Current Services. 3
3. Services. 3
3.1. Identification of Services. 3
3.2. Additional Services. 4
3.3. Performance Standards. 5
3.4. Services With Respect to New Functions or Features. 5
4. Management of the Services. 6
4.1. Changes in Services by the Agent. 6
4.2. Subcontractors. 6
4.2.1. Engagement of Subcontractors. 7
4.2.2. Further Assurances. 7
5. Security. 8
Briefings. 8
5.2. Changes to the Security Procedures. 8
5.3. Inspections and Audits. 8
5.3.1. Inspections by the Funds. 8
5.3.2. Right to Audit Agent Sites. 8
5.3.3. Demand for Inspection by Third Party. 9
5.4. Backups and Disaster Recovery. 9
5.4.1. Maintenance of a Business Contingency Plan. 9
5.4.2. Backups. 9
5.4.3. Components of the Business Contingency Plan. 9
5.5. Third Party Claims. 11
6. Standard of Care; General Performance Standards. 11
6.1. Standard of Care as to All Services. 11
6.2. Security Services. 11
6.3. Instructions. 11
6.4. The Agent's and the Funds' Knowledge of the Investment
Company Industry. 12
6.5. Service Level Standards. 12
6.6. General Covenants. 12
{/Table}
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{S} {C}
6.7. Compliance with Operating Procedures. 12
6.7.1. Obligations of the Agent. 12
6.7.2. Changes to Operating Procedures. 12
6.7.3. Anti-Money Laundering Procedures. 12
6.8. Acts or Omissions in Reliance. 13
6.8.1. Reliance on Instructions. 13
6.8.2. Reliance on Other Inbound Communications. 13
6.9. Right to Verify Authenticity and Authority. 13
7. Assumption of Transfer Agent Services by the Funds or Agents Designated by the
Funds. 14
8. Licenses; Intellectual Property. 15
8.1. Content. 15
8.2. Rights in and Use of Data and Records. 15
8.2.1. Rights. 15
8.2.2. Restrictions on Use of Data. 16
9. Covenants of the Funds. 16
9.1. Registration of Fund Shares. 16
9.2. Stock Certificates. 16
9.2.1. Furnishing of Stock Certificates. 16
9.2.2. Death, Resignation or Removal of Signing Officer. 16
9.2.3. Maintenance of Records and Cancelled Certificates. 16
10. Compensation and Expenses. 16
10.1. Fees. 16
10.2. Expenses. 17
10.2.1. Allocation of Expenses. 17
10.2.2. Reimbursable Expenses. 17
10.2.3. Documentation Supporting Reimbursement of Expenses. 17
10.3. Taxes. 17
10.4. Payment Terms. 18
10.4.1. Performance Reports. 18
10.4.2. Invoices. 18
10.4.3. Timely Payments. 18
10.4.4. No Suspension of Services. 18
10.5. Changes in Fees and Expenses. 19
10.5.1. Improved Efficiencies. 19
10.5.2. Most Favored Customer. 19
10.6. Original Issue Taxes and Mailings. 19
{/Table}
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{S} {C}
11. Representations and Warranties of the Agent. 20
12. Representations and Warranties of the Funds. 21
13. Limitations on Liability. 22
13.1. Funds and Fund Series as Separate Parties. 22
13.2. Funds as Separate Entities. 22
13.3. Limits on Damages. 22
13.4. "As Of" Transactions. 23
13.5. Actions of Unaffiliated Third Persons. 23
13.6. Consequential Damages. 23
14. Indemnification and Insurance Coverage. 23
14.1. Indemnity Obligations of the Agent. 23
14.2. Indemnity Obligations of the Funds. 24
14.3. Indemnification Procedure. 25
14.4. Insurance Coverage. 26
14.4.1. Maintenance of Insurance. 26
15. Confidentiality. 26
15.1. Confidential Information. 26
15.1.1. Additional Provisions Relating to the Funds. 27
15.1.2. Additional Provisions Relating to the Agent. 27
15.2. Exceptions to Confidential Information. 27
15.3. Obligation of Confidentiality. 27
15.4. Equitable Relief. 28
15.5. Privacy Considerations. 28
16. Term and Termination. 29
16.1. Term. 29
16.2. Termination for Cause. 29
16.3. Additional Termination Rights. 29
16.4. Additional Termination Event. 30
16.5. Obligations of the Agent upon Termination. 30
16.6. Survival. 31
17. Non-Solicitation. 31
18. FAN Web Services. 31
18.1. Definitions. 31
18.2. Use of FAN Services By the Funds. 32
18.3. Additional Provisions Concerning Proprietary Rights of the Agent
With Respect to FAN Services. 33
18.4. No Other Warranties. 33
18.5. Limitation of Liability. 34
{/Table}
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{Page}
{Table}
{S} {C}
19. FAN Mail Services. 34
19.1. Definitions. 34
19.2. Use of FAN Mail Services By the Funds. 34
19.3. Additional Provisions Regarding Agent's Proprietary Rights. 36
19.4. No Other Warranties. 36
19.5. Limitation of Liability. 36
19.6. Indemnity. 37
20. Miscellaneous. 37
20.1. Entire Agreement. 37
20.2. Severability. 37
20.3. Counterparts. 37
20.4. Binding Effect. 37
20.5. Assignment. 37
20.6. Governing Law. 37
20.7. Independent Contractors. 37
20.8. Third-Party Beneficiaries. 37
20.9. Further Assurances. 38
20.10. Force Majeure. 38
20.11. Waiver. 38
20.12. Headings. 38
20.13. Notice. 38
20.14. Amendment. 40
20.15. Dispute Resolution. 40
20.15.1. Attorneys Fees. 42
20.15.2. Waiver of Jury Trial. 42
20.15.3. Limitation. 42
Exhibit A Table of Contents of DST Full Service Legal Manual and Changes to
the Manual Authorized by the Funds 46
Exhibit B Anti-Money Laundering Procedures 47
Exhibit C Form of AML Certification 48
Exhibit D Escrow Agreement 49
Exhibit E Form of Confidentiality Agreement 56
{/Table}
iv
{Page}
AGENCY AGREEMENT
This Agency Agreement ("Agreement") is made as of July 1, 2004 ("Effective
Date"), by and among each of the Funds (as such term, and other capitalized
terms, are defined in Addendum 1 hereto) and DST Systems, Inc., a corporation
existing under the laws of the State of Delaware, having its principal place of
business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (the
"Agent").
RECITALS
A. Since the Effective Date, the Agent has provided to the Funds
certain services on the terms and for the fees and expenses set forth in a fee
proposal mutually executed by the Agent on July 1, 2004 and the Funds on July 1,
2004 (the "Fee Proposal"); and
B. The Funds and the Agent, in furtherance of such Fee Proposal,
mutually desire to execute this Agreement to set forth the terms under which the
Funds appoint the Agent to be transfer agent, dividend disbursing agent (the
"Transfer Agent") and agent for certain related services and to perform the
Services.
C. This Agreement is intended to supersede all the existing transfer
agent agreements between the Funds and United Missouri Bank ("UMB") and the
subcontract thereto between UMB and the Agent, and upon execution hereto, those
agreements shall be deemed by the Funds and the Agent as terminated and of no
further force and effect, and the rights and obligations of the Funds and the
Agent shall be as set forth under this Agreement. The Funds shall be responsible
for securing UMB's agreement to the termination of all such agreements.
NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as
follows:
1. DEFINITIONS. The capitalized terms used in this Agreement shall have the
meanings set forth in Addendum 1 hereto unless otherwise defined herein.
2. APPOINTMENT OF THE AGENT AS TRANSFER AGENT.
2.1. APPOINTMENT AND SCOPE.
2.1.1. APPOINTMENT. Subject to the terms and conditions of this
Agreement (a) each Fund hereby appoints the Agent as the Transfer Agent for such
Fund, and (b) the Agent hereby accepts such appointment by each Fund and agrees
that the Agent shall act as Transfer Agent for each Fund.
1
{Page}
2.2. DOCUMENTATION.
2.2.1. DOCUMENTATION RELATED TO APPOINTMENT. In connection with
the appointment of Agent, each Fund will file with the Agent on or prior to the
Execution Date the following documentation:
(a) A copy, certified by such Fund's Secretary or
Assistant Secretary, of the resolutions of the Board of Directors of the Fund
appointing the Agent as Transfer Agent, approving the form of this Agreement and
designating certain Persons to sign stock certificates, if any, and give
Instructions and requests on behalf of the Fund;
(b) A copy, certified by such Fund's Secretary or
Assistant Secretary, of the Articles of Incorporation or Declaration of Trust,
as applicable, of the Fund and all amendments thereto;
(c) A copy, certified by such Fund's Secretary or
Assistant Secretary, of the Bylaws of the Fund;
(d) A copy of the current registration statement
and amendments thereto of the Fund, filed with the Securities and Exchange
Commission;
(e) Specimens of all forms of outstanding stock
certificates for the Fund, in the forms approved by its Board of Directors, with
a certificate of its Secretary or Assistant Secretary as to such approval; and
(f) Specimens of the signatures of the officers of
the Fund authorized to sign stock certificates, and individuals authorized to
sign or deliver Instructions and other requests.
(g) An opinion of counsel for the Fund (which may
be in-house counsel) with respect to:
(i) The Fund's organization and existence under
the laws of its state of organization;
(ii) The status of all shares of stock or of all
shares of beneficial interests of the Fund, as applicable, covered by the
appointment under the Securities Act of 1933, as amended, and any other
applicable federal or state statute and that all shares requested to be
registered under such Acts or statutes are properly registered;
(iii) That all issued shares are, and all unissued
shares will be, when issued, validly issued, fully paid and nonassessable; and
(iv) If any Shares are subject to registration
under the 1933 Act, whether they have been registered under the Act and whether
the related Registration Statement has become effective or, if Shares are exempt
from such registration, the specific grounds therefor.
2
{Page}
In addition, the Agent acknowledges the receipt from each Fund, and that
the Account Records previously utilized by the Agent were generally adequate to
perform the Services.
2.2.2. INCREASE IN A FUND'S AUTHORIZED STOCK. In the event that a
Fund that is a Maryland corporation increases its Shares, the Fund shall file
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