TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of September 26, 2005 between Pax World Money Market
Fund, Inc. (the "Company"), a Maryland corporation, and Integrated Fund
Services, Inc. ("Integrated"), an Ohio corporation.
WHEREAS, the Company is a management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Company wishes to employ Integrated to perform certain
transfer agency services limited to the MMA Praxis class of the Company (the
"MMA Praxis class"); and
WHEREAS, Integrated wishes to provide such services (with respect to the
MMA Praxis class only) under the conditions set forth below;
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement, the Company and Integrated agree as follows:
1. APPOINTMENT.
The Company hereby appoints and employs Integrated as agent to perform
those services described in this Agreement. Integrated shall act under such
appointment and perform the obligations thereof in accordance with the Company's
current registration statement and as required by applicable state and federal
laws and regulations, including but not limited to the pricing requirements of
Rule 22c-1 of the 1940 Act, upon the terms and conditions hereinafter set forth.
2. DOCUMENTATION.
The Company will furnish from time to time the following documents:
A. Each resolution of the Board of Directors of the Company authorizing the
original issue of the shares of the MMA Praxis class;
B. Each registration statement filed with the Securities and Exchange
Commission (the "SEC") on behalf of the Company and amendments thereof;
C. A certified copy of the Articles of Incorporation and the Bylaws of the
Company and each amendment thereto;
D. Certified copies of each resolution of the Board of Directors
authorizing officers to give instructions to Integrated;
E. Copies of all underwriting, dealer, and custody agreements in effect
relating to the MMA Praxis class;
F. Copies of all policies and procedures adopted by the Board of Directors
relevant to the services provided by Integrated to the MMA Praxis class,
including those included in the Company's Compliance Program adopted pursuant to
Rule 38a-1 under the 1940 Act (the "Compliance Program);
G. Copies of any or all deficiency letters, comments or other
correspondence resulting from examinations, audits or reviews conducted by the
SEC, the National Association of Securities Dealers ("NASD") or any other
administrative or regulatory body, whether governmental or private, relating or
relevant to the services provided by Integrated; provided, however, that the
Company reserves the right to provide only the portion of such documents that
relates to the services provided by Integrated in lieu of providing a complete
copy of such documents.
H. All Notices of and Proxy materials related to any Annual or Special
Meetings of Shareholders of the MMA Praxis class, including any that proposed
the merger, reorganization or liquidation of the MMA Praxis class;
I. Copies of all documents relating to special investment or withdrawal
plans which are offered or may be offered in the future by the Funds and for
which Integrated is to act as plan agent; and
J. Such other data necessary to perform the services described herein at
such times and in such forms as mutually agreed upon by the Company and
Integrated.
K. The Company shall furnish Integrated with written copies of any
amendments to, or changes in, any of the items referred to in this Paragraph 2
as soon as practicable upon such amendments or changes becoming effective. In
addition, the Company agrees that no amendments will be made to the Company's
Prospectuses or Statement of Additional Information or the Compliance Program,
which might have the effect of changing the procedures employed by Integrated in
providing the services agreed to hereunder or which amendment might affect the
duties of Integrated hereunder unless the Company first obtains Integrated's
approval that it is reasonably able to implement such amendments or changes,
which approval shall not be withheld unreasonably; provided, however, that no
approval by Integrated will be required in the event such changes are required
to be made pursuant to applicable law, although in such event Company will
provide Integrated with notice of such changes as soon as practicable prior to
such changes becoming effective.
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TRANSFER AGENCY AND SHAREHOLDER SERVICING
Subject to the direction and control of the Board of Directors of the
Company, Integrated shall perform the transfer agency and shareholder services
to the MMA Praxis class of the Company detailed in Schedule A. Integrated shall
perform for the MMA Praxis class such other services that are mutually agreed
upon by the parties from time to time, for which the Company will pay Integrated
the amounts agreed upon between them.
3. BANK ACCOUNTS.
Integrated is hereby granted such power and authority as may be necessary
to establish one or more bank accounts for the Company with such bank or banks
as are acceptable to the Company, as may be necessary or appropriate from time
to time in connection with the transfer agency services to be performed
hereunder. The Company shall be deemed to be the customer of such bank or banks
for purposes of such accounts. To the extent that the performance of such
services hereunder shall require Integrated to disburse amounts from such
accounts in payment of dividends, redemption proceeds or for other purposes
hereunder, the Company shall provide such bank or banks with all instructions
and authorizations necessary for Integrated to effect such disbursements.
4. RECORDKEEPING AND OTHER INFORMATION.
Prior to the commencement of Integrated's responsibilities under this
Agreement, if applicable, the Company shall deliver or cause to be delivered
over to Integrated (i) an accurate, certified list of shareholders of the MMA
Praxis class, showing each shareholder's address of record, number of shares
owned and whether such shares are represented by outstanding share certificates
and (ii) all shareholder records, files, and other materials necessary or
appropriate for proper performance of the functions assumed by Integrated under
this Agreement including, without limitation, special instructions regarding
withholding, dividend options and householding (collectively referred to as the
"Materials"). The Company shall, on behalf of the MMA Praxis class, indemnify
and hold Integrated, its directors, officers and employees, shareholders,
control persons and affiliates of any thereof, harmless from and against any and
all losses, damages, claims, suits, actions, demands, costs, charges, fees,
payments, expenses and liabilities, including reasonable legal fees, of any and
every nature, arising out of or attributable to any error, omission, inaccuracy
or other deficiency of the Materials, upon reasonable reliance on the Materials,
or out of the failure of the Company to provide any portion of the Materials or
to provide any information in the Company's possession or control, that the
Company is reasonably able to provide, needed by Integrated to perform the
services described in this Agreement, except by reason of Integrated's willful
malfeasance, bad faith or negligence in its performance of its duties.
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GENERAL
5. RECORD RETENTION AND RETURN
A. Integrated shall create, keep and maintain on behalf of the MMA Praxis
class all books and records which the Company is, or may be, required to keep
and maintain by applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the 1940 Act and the rules
thereunder, as the same may be amended from time to time, and by the Internal
Revenue Code of 1986, as the same may be amended from time to time (the "Code"),
pertaining to the various functions performed by Integrated and not otherwise
created and maintained by another party pursuant to contract with the Company.
Where applicable, such records shall be maintained by Integrated for the periods
and in the places required by Rules 31a-1 and 31a-2 under the 1940 Act and by
the Code. The retention of such records and other data created and maintained
pursuant to this Agreement shall be at the expense of the Company. All such
records shall be the property of the Company at all times and shall be available
during regular business hours for reasonable audit and inspection by the Company
or its agents, and will be promptly surrendered to the Company on and in
accordance with its request. Further, federal examiners shall have access to
information and records relating to anti-money laundering activities performed
by Integrated hereunder and Integrated consents to any inspection authorized by
law or regulation in connection thereof.
B. In the case of the merger of the Company, or the MMA Praxis class, into
or the consolidation of the Company, or the MMA Praxis class, with another
investment company, the sale by the Company, or the MMA Praxis class, of all, or
substantially all, of its assets to another investment company, or the
liquidation or dissolution of the Company, or the MMA Praxis class, and
distribution of its assets, or any similar transaction or any other form of
business transaction involving the Company or the MMA Praxis class, Integrated
shall promptly cease to retain and turn over to the Company, or any investment
company which is a successor to the Company or the MMA Praxis class, and the
Company's files, records and documents created and maintained by Integrated
pursuant to this Agreement.
6. DATA ACCESS AND PROPRIETARY INFORMATION.
The Company acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Company by Integrated as part of the Company's ability
to access certain Company-related data maintained by Integrated on data bases
under the control and ownership of Integrated or another third party constitute
copyrighted, trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to Integrated or another third
party. The Company agrees to treat all Proprietary Information as proprietary to
Integrated and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided hereunder.
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7. COOPERATION WITH ACCOUNTANTS.
Integrated shall cooperate with the Company's independent public
accountants and shall take all reasonable action in the performance of its
obligations under this Agreement to assure that the necessary information is
made available to such accountants for the expression of their unqualified
opinion where required for any document for the Company.
8. SPECIAL SERVICES AND REPORTS AND EXCEPTION PROCESSING.
A. Integrated may provide special services and reports with respect to the
Company, subject to an additional charge as detailed in Schedule B, or such
other services and reports as may be reasonably requested by the Company, which
may result in an additional charge, the amount of which shall be agreed upon
between the parties.
B. Integrated may provide exception processing upon the request of the
Company, which may result in an additional charge, the amount of which
shall be agreed upon between the parties. Exception processing includes, but is
not limited to, processing that:
(i) requires Integrated to use methods and procedures other than those
usually employed by Integrated to perform its obligations under this Agreement;
(ii) involves the provision of information to Integrated after the
commencement of the nightly processing cycle of Integrated's transfer agency,
administration and/or fund accounting processing system; or
(iii) requires more manual intervention by Integrated, either in the entry
of data or in the modification or amendment of reports generated by Integrated's
transfer agency, administration and/or fund accounting processing system than is
usually required.
C. Instructions / Certain Procedures, etc.
Integrated shall be protected in acting upon any document that it
reasonably believes to be genuine and to have been signed or presented by the
proper person or persons. Integrated will not be held to have notice of any
change of authority of any officers, employees or agents of the Company until
receipt of actual notice thereof from the Company.
Whenever Integrated is requested or authorized to take action hereunder
pursuant to instructions from a shareholder, or a properly authorized agent of a
shareholder ("shareholder's agent"), concerning an account in the MMA Praxis
class, Integrated shall be entitled to rely upon any certificate, letter or
other instrument or communication (including electronic mail), reasonably
believed by Integrated to be genuine and to have been properly made, signed or
authorized by an officer or other authorized agent of the Company or by the
shareholder or shareholder's agent, as the case may be, and shall be entitled to
receive as conclusive proof of any fact or matter required to be ascertained by
it hereunder a certificate signed by an officer of the Company or any other
person authorized by the Board or by the shareholder or shareholder's agent, as
the case may be.
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As to the services to be provided hereunder, Integrated may rely
conclusively upon the terms of the relevant then current Prospectus and
Statement of Additional Information of the Company to the extent that such
services are described therein unless Integrated receives written instructions
to the contrary in a timely manner from the Company.
The Company acknowledges receipt of a copy of Integrated's policy related
to the acceptance of trades for prior day processing (the "Integrated As-of
Trading Policy"). Integrated may amend the Integrated As-of Trading Policy from
time to time in its sole discretion. A copy of any such amendments shall be
delivered to the Company upon request. Integrated may apply the Integrated As-of
Trading Policy whenever applicable, unless Integrated agrees in writing to
process trades according to such other as-of trading policy as may be adopted by
the Company and furnished to Integrated by the Company.
The Company acknowledges and agrees that deviations from Integrated's
written transfer agent operational and compliance procedures may involve a
substantial risk of loss. In the event an authorized representative of the
Company requests that an exception be made from any written compliance, transfer
agency, administration, fund accounting or any other procedures adopted by
Integrated, or any requirements of the Compliance Program, Integrated may in its
sole discretion determine whether to permit such exception. In the event
Integrated determines to permit such exception, the same shall become effective
when set forth in a written instrument executed by an authorized representative
of the Company (other than an employee of Integrated) and delivered to
Integrated (an "Exception"); provided that an Exception concerning the
requirements of the Compliance Program shall be authorized by the Company's
Chief Compliance Officer. An Exception shall be deemed to remain effective until
the relevant instrument expires according to its terms (or if no expiration date
is stated, until Integrated receives written notice from the Company that such
instrument has been terminated and the Exception is no longer in effect).
Notwithstanding any provision in this Agreement that expressly or by implication
provides to the contrary, as long as Integrated acts in good faith, and without
any willful misfeasance, bad faith or negligence, Integrated shall have no
liability for any loss, liability, expenses or damages to the Company resulting
from the Exception, and the Company shall indemnify Integrated and hold
Integrated harmless from any loss, liability, expenses (including reasonable
attorneys fees) and damages resulting to Integrated there from.
9. SUBCONTRACTING.
Integrated may, at its expense, subcontract with any entity or person
concerning the provision of the services contemplated hereunder; provided,
however, that Integrated shall not be relieved of any of its obligations under
this Agreement by the appointment of such subcontractor and provided further,
that Integrated shall be responsible for all acts of such subcontractor as if
such acts were its own.
10. COMPENSATION.
For performing its services under this Agreement, the Company shall pay
Integrated a monthly fee with respect to the MMA Praxis class in accordance with
Schedule C attached hereto.
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11. EXPENSES.
A. Integrated shall furnish, at its expense and without cost to the
Company, the services of its personnel to the extent that such services are
required to carry out its obligations under this Agreement and the use of its
data processing equipment. All costs and expenses not expressly assumed by
Integrated under this Paragraph shall be paid by the Company. A list of typical
Company expenses is set forth in Schedule D; this list is not all inclusive.
B. The Company authorizes Integrated to receive payment of fees due to
Integrated or to be reimbursed for Fund expenses Integrated pays on behalf
of the Fund directly from the Company. Integrated will provide the Company with
documentation detailing such fees or expenses within a reasonable time prior to
and corresponding to the payment of the corresponding fees or expenses. However,
Company approval shall not be required in advance of such payments. In the event
of a dispute arising from the payment of fees or expenses and upon mutual
agreement by the Company and Integrated as to the appropriate resolution of the
dispute, the Company and/or Integrated shall make the necessary reimbursements
to the Company.
12. REFERENCES TO INTEGRATED OR THE COMPANY.
A. Neither the Company nor its agents shall circulate any printed matter
which contains any reference to Integrated without the prior written approval of
Integrated, excepting solely such printed matter as merely identifies Integrated
as Transfer Agent of the MMA Praxis class. The Company will submit printed
matter requiring approval to Integrated in draft form, allowing sufficient time
for review by Integrated and its counsel prior to any deadline for printing.
B. Integrated shall not circulate any printed matter that contains any
reference to the Company without the prior written approval of the Company,
excepting solely such printed matter as merely identifies the Company as a
client of Integrated. Integrated will submit printed matter requiring approval
to the Company in draft form, allowing sufficient time for review by the Company
and its counsel prior to any deadline for printing.
13. INDEMNIFICATION.
A. Integrated may rely on information reasonably believed by it to be
accurate and reliable. Except as may otherwise be required by the 1940 Act and
the rules thereunder, neither Integrated nor any director, officer, employee,
shareholder, control person of Integrated, or affiliates of Integrated (the
"Indemnified Parties") shall be subject to any liability for, or any and all
losses, damages, claims, suits, actions, demands, or expenses, including
reasonable legal fees, of any and every nature, incurred by the Company in
connection with any error of judgment, mistake of law, any act or omission
connected with or arising out of any services rendered under or payments made
pursuant to this Agreement or any other matter to which this Agreement relates,
except by reason of willful misfeasance, bad faith or negligence
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on the part of any such persons in the performance of the duties of Integrated
under this Agreement or by reason of reckless disregard by any of such persons
of the duties of Integrated under this Agreement. The Indemnified Parties may
apply to the Company at any time for instructions and may, at their own expense,
consult counsel for the Company, or their own counsel, and with accountants and
other experts with respect to any matter arising in connection with Integrated's
duties hereunder, and the Indemnified Parties shall not be liable or accountable
for any action taken or omitted by them in good faith in accordance with such
instruction or advice, or with the opinion of such counsel, accountants, or
other experts. Integrated shall not be held to have notice of any change of
authority of any officers, employees, or agents of the Company until receipt of
written notice thereof has been received by Integrated from the Company.
B. In providing services pursuant to this Agreement, no person who is a
director, officer, shareholder, employee or agent of Integrated, or its
affiliates, even though also an officer, director, employee or agent of the
Company shall be deemed, when rendering services to the Company or acting on any
business of the Company, to be rendering such services or acting as the
principal executive officer or principal financial officer of the Company, nor
shall any such persons be considered as providing similar functions to the
Company. Nor shall any director, officer, shareholder, employee or agent of
Integrated, or its affiliates, even though also an officer, director, employee
or agent of the Company, have the authority to certify any reports or filings as
principal executive officer or principal financial officer of the Company on
behalf of the Company to the SEC or any other administrative or regulatory body,
whether governmental or private, including but not limited to, certification of
Form N-CSR.
C. Notwithstanding any other provision of this Agreement, the Company shall
indemnify and hold harmless the Indemnified Parties from and against any and all
losses, damages, claims, suits, actions, demands, expenses and liabilities,
including reasonable legal fees, of any and every nature that the Indemnified
Parties may sustain or incur or that may be asserted against the Indemnified
Parties by any person by reason of, or as a result of: (i) any action taken or
omitted to be taken by Integrated in good faith in reliance upon any
certificate, instrument, order or share certificate believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized person, upon
the oral instructions or written instructions of an authorized person of the
Company or upon the opinion of legal counsel for the Company; (ii) any action
taken or omitted to be taken by Integrated in connection with its appointment in
good faith in reliance upon any law, act, regulation or interpretation of the
same even though the same may thereafter have been altered, changed, amended or
repealed; or (iii) any action taken or omitted to be taken by Integrated in
connection with or arising out of any services rendered under or payments made
pursuant to this Agreement or any other matter to which this Agreement relates.
However, indemnification under this subparagraph shall not apply to actions or
omissions of the Indemnified Parties in cases of its or their own willful
misfeasance, bad faith, negligence or reckless disregard of its or their own
duties hereunder. The indemnifying party shall be entitled to participate at its
own expense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the indemnifying
party elects to assume the defense of any such claim, the defense shall be
conducted by counsel chosen by it and reasonably satisfactory to the indemnified
party, whose approval shall not be unreasonably withheld, as long as the
indemnifying party is conducting a good faith and diligent
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defense. In the event that the indemnifying party elects to assume the defense
of any suit and retain counsel, the indemnified party shall bear the fees and
expenses of any additional counsel retained by it. If the indemnifying party
does not elect to assume the defense of a suit, or if such good faith and
diligent defense is not being or ceases to be conducted by the indemnifying
party, it will reimburse the indemnified party for the reasonable fees and
expenses of any counsel retained by the indemnified party. The indemnity and
defense provisions set forth herein shall indefinitely survive the termination
of this Agreement.
D. Integrated will indemnify and hold harmless the Company, its directors,
officers, employees, (the "Company Indemnified Persons") from and against any
and all losses, damages, claims, suits, actions, demands, expenses, including
reasonable legal fees, and liabilities ("Losses") of any and every nature that
the Company Indemnified Parties may sustain or incur or that may be asserted
against the Company Indemnified Parties by any person by reason of, or as a
result of, Integrated's failure to exercise the standard of care set forth
herein with respect to its services under this Agreement. However,
indemnification under this subparagraph shall not apply to actions or omissions
of the Company Indemnified Parties in cases of its or their own willful
misfeasance, bad faith, negligence or reckless disregard of its or their own
duties hereunder. The indemnifying party shall be entitled to participate at its
own expense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the indemnifying
party elects to assume the defense of any such claim, the defense shall be
conducted by counsel chosen by it and reasonably satisfactory to the indemnified
party, whose approval shall not be unreasonably withheld, as long as the
indemnifying party is conducting a good faith and diligent defense. In the event
that the indemnifying party elects to assume the defense of any suit and retain
counsel, the indemnified party shall bear the fees and expenses of any
additional counsel retained by it. If the indemnifying party does not elect to
assume the defense of a suit, or if such good faith and diligent defense is not
being or ceases to be conducted by the indemnifying party, it will reimburse the
indemnified party for the reasonable fees and expenses of any counsel retained
by the indemnified party. The indemnity and defense provisions set forth herein
shall indefinitely survive the termination of this Agreement.
E. Notwithstanding anything to the contrary in this Agreement, in no event
shall Integrated be liable to the Company or any third party for any special,
consequential, punitive or incidental damages, or any other damages not measured
by the prevailing party's actual damages, even if advised of the possibility of
such damages, nor shall the Company be liable to Integrated or any third party
for any special, consequential, punitive or incidental damages, or any other
damages not measured by the prevailing party's actual damages, even if advised
of the possibility of such damages.
F. The foregoing rights shall be in addition to any other rights to which
the Indemnified Parties may be entitled as a matter of law.
G. Integrated shall maintain a fidelity bond covering larceny and
embezzlement and an insurance policy with respect to directors and officers
errors and omissions coverage in amounts that are appropriate in light of its
duties and responsibilities hereunder. Upon the request of the Company,
Integrated shall provide evidence that coverage is in place.
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Integrated shall notify the Company should its insurance coverage with respect
to professional liability or errors and omissions coverage be canceled. Such
notification shall include the date of cancellation and the reasons therefore.
Integrated shall notify the Company of any material claims against it with
respect to services performed under this Agreement, whether or not they may be
covered by insurance, and shall notify the Company should the total outstanding
claims made by Integrated under its insurance coverage materially impair, or
threaten to materially impair, the adequacy of its coverage.
14. TERMINATION
A. The provisions of this Agreement shall be effective on the date first
above written, shall remain in full force and effect for two years ("Initial
Term") from that date and shall continue in force for successive one year
periods ("Renewal Term"), unless terminated by either party as provided herein.
B. Any party may terminate this Agreement at the end of the Initial Term or
at the end of any subsequent Renewal Term by giving the other parties at least
sixty (60) days' prior written notice of such termination specifying the date
fixed therefore. In the event this Agreement is terminated by the Company prior
to the end of the Initial Term or any subsequent Renewal Term, the Company shall
make a one-time cash payment to Integrated in consideration of services provided
under this Agreement, and not as a penalty, equal to the remaining balance of
the fees payable to Integrated under this Agreement through the end of the
Initial Term or Renewal Term, as applicable. In the event this Agreement is
terminated by Integrated prior to the end of the Initial Term or any subsequent
Renewal Term, the Company shall not be obligated to pay to Integrated the
remaining balance of the fees payable to Integrated under this Agreement through
the end of the Initial Term or Renewal Term, as applicable. The Company shall
reimburse Integrated for any out-of-pocket expenses and disbursements
("out-of-pocket expenses") reasonably incurred by Integrated in connection with
the services provided under this Agreement within 30 days of notification to the
Company of such out-of-pocket expenses regardless of whether such out-of-pocket
expenses were incurred before or after the termination of this Agreement.
Notwithstanding the foregoing, following any such termination, in the event
that Integrated in fact continues to perform any one or more of the services
contemplated by this Agreement with the consent of the Company, the provisions
of this Agreement, including without limitation the provisions dealing with
compensation and indemnification, shall continue in full force and effect. Such
continuation of performance by Integrated shall not constitute a waiver of any
of rights or remedies offered Integrated under this Agreement or otherwise. Fees
and out-of-pocket expenses incurred by Integrated but unpaid by the Company upon
such termination shall be immediately due and payable upon and notwithstanding
such termination.
C. If a party materially fails to perform its duties and obligations
hereunder (a "Defaulting Party") resulting in a material loss to another party
or parties, such other party or parties (the "Non-Defaulting Party") may give
written notice thereof to the Defaulting Party, which such notice shall set
forth with sufficient detail the nature of the breach. The Defaulting Party
shall have sixty (60) days from its receipt of notice to cure the breach. If
such material
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breach shall not have been remedied to commercially reasonable operating
standards, the Non- Defaulting Party may terminate this Agreement by giving
sixty (60) days written notice of such termination to the Defaulting Party. If
Integrated is the Non-Defaulting Party, its termination of this Agreement shall
not constitute a waiver of any rights or remedies with respect to services it
performed prior to such termination, or the right of Integrated to receive such
compensation as may be due as of the date of termination or to be reimbursed for
all reasonable out-of-pocket expenses. In all cases, termination by the
Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party
of any other rights it might have under this Agreement or otherwise against a
Defaulting Party.
D. Upon delivery of such notice of termination to the Company or
Integrated, the Company may, in its sole discretion, elect to extend the term of
this Agreement for a period of three (3) months (the "Transition Period")
following the date of termination specified in such notice in order to provide
sufficient time for the Company to transition to another service provider;
provided, however, that the date of the conversion of services, data and books
and records to the new service provider during the Transition Period is subject
to the approval of Integrated, which approval will not be unreasonably withheld.
During such Transition Period, the terms of this Agreement, including without
limitation the provisions dealing with compensation and indemnification, shall
continue in full force and effect.
E. Integrated will be entitled to collect from the Company all reasonable
and customary expenses incurred in conjunction with termination of this
Agreement ("Termination Expenses"), including but not limited to reasonable
out-of-pocket expenses, employee time, system fees and fees charged by third
parties with whom Integrated has contracted. An estimate of such Termination
Expenses shall be adequately documented by Integrated and submitted to the
Company in advance. In addition, the Company will only reimburse Integrated for
Termination Expenses in the amount of the costs actually incurred by Integrated.
F. In the event that in connection with the termination of this Agreement a
successor to any of Integrated's duties or responsibilities under this Agreement
is designated by the Company by written notice to Integrated, Integrated shall,
promptly upon such termination and at the expense of the Company, transfer all
records maintained by Integrated under this Agreement and shall cooperate in the
transfer of such duties and responsibilities, including provision for assistance
from Integrated's cognizant personnel in the establishment of books, records and
other data by such successor.
15. SERVICES FOR OTHERS.
Nothing in this Agreement shall prevent Integrated or any affiliated person
(as defined in the 0000 Xxx) of Integrated from providing services for any other
person, firm or corporation (including other investment companies); provided,
however, that Integrated expressly represents that it will undertake no
activities which, in its judgment, will adversely affect the performance of its
obligations to the Company under this Agreement.
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16. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
A. The parties hereto acknowledge and agree that nothing contained herein
shall be construed to require Integrated to perform any services for the Company
which services could cause Integrated to be deemed an "investment adviser" of
the Company within the meaning of Section 2(a)(20) of the 1940 Act or to
supersede or contravene the Company's prospectus or statement of additional
information or any provisions of the 1940 Act and the rules thereunder. Except
as otherwise provided in this Agreement and except for the accuracy of
information furnished to it by Integrated, the Company assumes full
responsibility for complying with all applicable requirements of the 1940 Act,
the Securities Act of 1933, as amended, and any other laws, rules and
regulations of governmental authorities having jurisdiction.
B. Regulatory Requirements and Changes. Integrated will use commercially
reasonable efforts to develop and implement changes to the recordkeeping systems
it uses so that the data processing services provided under this Agreement
continue to comply with applicable regulations and rules of regulatory
authorities. With respect to each change in the recordkeeping systems
necessitated by regulatory matters, excluding routine, annual regulatory
maintenance changes applying to existing regulatory matters (e.g., including,
but not limited to, tax position forms or magnetic tape/filing changes), the
Company will pay its proportionate share of Integrated's direct vendor costs
based upon the ratio of the number of the shareholder accounts of the MMA Praxis
class then serviced by Integrated, to the total number of shareholder accounts
then serviced by Integrated for all of its clients affected by the change. "Each
change" as stated previously, is defined as those modification(s) necessary to
comply with regulatory requirements or changes (for example, all modifications
required to support Rule 22c-2 under the 1940 Act, or changes to IRS 1099-B
Reporting, Anti-Money Laundering, NSCC Processing/Interface changes, etc.).
17. LIMITATION OF LIABILITY.
A. Standard of Care; Uncontrollable Events; Limitation of Liability
Integrated shall use reasonable professional diligence to ensure the
accuracy of all services performed under this Agreement, but shall not be liable
to the Company for any action taken or omitted by Integrated in the absence of
bad faith, willful misfeasance, negligence or reckless disregard by it of its
obligations and duties. The duties of Integrated shall be confined to those
expressly set forth herein, and no implied duties are assumed by or may be
asserted against Integrated hereunder.
Integrated shall maintain adequate and reliable computer and other
equipment necessary or appropriate to carry out its obligations under this
Agreement. In the event of equipment failures beyond Integrated's reasonable
control, Integrated shall take all steps necessary to minimize service
interruptions but shall have no liability with respect thereto. Integrated shall
enter into one or more agreements making provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available. Upon the Company's reasonable request, Integrated shall provide
supplemental information concerning
12
the aspects of its disaster recovery and business continuity plan that are
relevant to the services provided hereunder. Notwithstanding the foregoing or
any other provision of this Agreement, Integrated assumes no responsibility
hereunder, and shall not be liable for, any damage, loss of data, delay or any
other loss whatsoever caused by events beyond its reasonable control. Events
beyond Integrated's reasonable control include, without limitation, force
majeure (as defined in Section 26 of this Agreement) events. In the event of
force majeure, computer or other equipment failures or other events beyond its
reasonable control, Integrated shall follow applicable procedures in its
disaster recovery and business continuity plan and use all commercially
reasonable efforts to minimize any service interruption.
Integrated shall provide the Company, at such times as the Company may
reasonably require, copies of reports rendered by independent public accountants
on the internal controls and procedures of Integrated relating to the services
provided by Integrated under this Agreement.
B. Representations and Warranties of the Company
The Company represents and warrants to Integrated that:
(i) It is a Company duly incorporated and validly existing under the
laws of the jurisdiction of its formation, and has full capacity and authority
to enter into this agreement and to carry out its obligations hereunder;
(ii) It has all necessary authorizations, licenses and permits to carry out
its business as currently conducted;
(iii) It has been in, and shall continue to be in compliance in all
material respects with all laws and regulations applicable to its business and
operations as they relate to this Agreement and that it is not aware of any
investigation commenced by the SEC or any other regulatory or self-regulatory
organization, or any proceeding or threatened proceeding that concerns the
Company;
(iv) This Agreement has been duly authorized by the Company and,
when executed and delivered by the Company, will constitute a legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the right and remedies of
creditors and secured parties;
Integrated represents and warrants that: (a) Integrated has been in and
shall continue to be in material compliance with all provisions of law,
including Section 17 A of the Securities Exchange Act of 1934, as amended,
required in connection with the performance of its duties under this Agreement,
(b) the various procedures and systems which Integrated has implemented with
regard to safekeeping from loss or damage attributable to fire, theft or any
other cause of the blank checks, records, and other data of the Company and
Integrated's records, data, equipment, facilities and other property used in the
performance of its obligations hereunder are adequate and that it will make such
changes therein from time to time as are reasonably required for the secure
performance of its obligations hereunder; (c) Integrated has adopted policies
and procedures reasonably designed to ensure that orders for shares of the
Company ("Fund Orders") received prior to the time at which the Company's net
asset value
13
("NAV") is calculated ("Close of Trading") are segregated from Fund Orders
received after the Close of Trading, and that such orders be properly executed
at the current day's NAV and that such procedures either prevent or detect on a
timely basis instances of noncompliance with its policies that relating to Fund
Orders; and further that it has adopted policies and procedures reasonably
designed to ensure that Fund Orders received after the Close of Trading are
properly executed at the next day's NAV; (d) this Agreement has been duly
authorized by Integrated and, when executed and delivered by Integrated, will
constitute a legal, valid and binding obligation of Integrated, enforceable
against Integrated in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the right and remedies of creditors and secured parties; and (e)
Integrated will promptly notify Company in the event that it is unable, for any
reason, to perform any of its duties or obligations under this Agreement or
there is a material failure to comply with its representations and warranties
made herein above.
18. SEVERABILITY.
In the event any provision of this Agreement is determined to be void or
unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
19. QUESTIONS OF INTERPRETATION.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Ohio. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the United
States Courts or in the absence of any controlling decision of any such court,
by rules, regulations or orders of the SEC issued pursuant to said 1940 Act. In
addition, where the effect of a requirement of the 1940 Act, reflected in any
provision of this Agreement, is revised by rule, regulation or order of the SEC,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order.
20. CONFIDENTIALITY
A. Without the prior consent of the other party, no party shall disclose
Confidential Information (as defined below) of any other party received in
connection with the services provided under this Agreement. The receiving party
shall use the same degree of care as it uses to protect its own confidential
information of like nature, but no less than a reasonable degree of care, to
maintain in confidence the Confidential Information of the disclosing party. The
foregoing provisions shall not apply to any information that (i) is, at the time
of disclosure, or thereafter becomes, part of the public domain through a source
other than the receiving party, (ii) is subsequently learned from a third party
that, to the knowledge of the receiving party, is not under an obligation of
confidentiality to the disclosing party, (iii) was known to the receiving party
at the time of disclosure, (iv) is generated independently by the receiving
party, or (v) is disclosed pursuant to applicable law, subpoena, applicable
professional standards, request of a governmental or regulatory agency, or other
process after reasonable notice to the other party.
14
The parties further agree that a breach of this provision would irreparably
damage the other party and accordingly agree that each of them is entitled, in
addition to all other remedies at law or in equity, to an injunction or
injunctions without bond or other security to prevent breaches of this
provision.
B. For the purpose of this Section, Confidential Information shall mean
Technical Elements (as defined below), any information identified by either
party as "Confidential" and/or "Proprietary" or which, under all of the
circumstances, ought reasonably to be treated as confidential and/or
proprietary, or any nonpublic information obtained hereunder concerning the
other party. Integrated retains the right to use its knowledge, experience, and
know-how with other persons, firms or corporations (including other investment
companies), including processes, ideas, concepts and techniques developed solely
by Integrated in the course of performing the services.
C. In connection with performing its services under this Agreement,
Integrated may use certain data, modules, components, designs, utilities,
subsets, objects, program listings, tools, models, methodologies, programs,
systems, analysis frameworks, leading practices, data bases, screen formats,
report formats, interactive design technologies, documentation manuals and
specifications ("Technical Elements"). Certain Technical Elements were owned or
developed by Integrated prior to, or independently from, its engagement
hereunder and are the sole and exclusive property of Integrated and Integrated
retains all rights thereto; and certain other Technical Elements consist of
third party works and products which Integrated has acquired the right to use.
The Company shall have no rights in the Technical Elements. The Company agrees
to treat all Technical Elements as Confidential Information.
D. Nonpublic personal financial information relating to consumers or
customers of the Company provided by, or at the direction of the Company to
Integrated, or collected or retained by Integrated in the course of performing
its duties as transfer agent shall remain the sole property of the Company.
Integrated shall not give, sell or in any way transfer such confidential
information, or any information relating to the Company's portfolio holdings, to
any person or entity, other than affiliates of Integrated except in connection
with the performance of Integrated's duties and responsibilities under this
Agreement, at the direction of the Company or as required or permitted by law
(including applicable privacy and AML laws). Integrated represents, warrants and
agrees that it has in place and will maintain physical, electronic and
procedural safeguards reasonably designed to protect the security,
confidentiality and integrity of, and to prevent unauthorized access to or use
of records and information relating to consumers or customers of the Company and
that such safeguards comply with Regulation S- P or other applicable federal
standards to which Integrated is subject.. The Company represents to Integrated
that it has adopted a Statement of its privacy policies and practices as
required by Regulation S-P and agrees to provide Integrated with a copy of that
statement annually. Integrated represents that it will adhere to the Company's
privacy policies as are in effect from time to time.
The provisions of this Section shall survive the termination of this
Agreement. The parties agree to comply with any and all regulations promulgated
by the SEC or other applicable laws regarding the confidentiality of shareholder
information.
15
21. NOTICES.
All notices required or permitted under this Agreement shall be in writing
and shall be (as elected by the person giving such notice) hand delivered by
messenger or courier service, telecommunicated, e-mailed with return receipt
requested, or mailed (airmail if international) by registered or certified mail
(postage prepaid), addressed to:
To the Company: __________________________
__________________________
__________________________
Attention:________________
To Integrated: Integrated Fund Services, Inc.
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Attention: Xxx X. Xxxxxx
or to such other address as any party may designate by notice complying with the
terms of this Paragraph. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery; (b) on the date telecommunicated if by
telegraph; (c) on the date of transmission with confirmed answer back if by
telex, telefax or other telegraphic method or e-mail; and (d) on the date upon
which the return receipt is signed or delivery is refused or the notice is
designated by the postal authorities as not deliverable, as the case may be, if
mailed.
22. AMENDMENT.
This Agreement may not be amended or modified except by a written agreement
executed by all parties.
23. ASSIGNMENT.
This Agreement may not be assigned by either party without the prior
written consent of the other party.
24. BINDING EFFECT.
Each of the undersigned expressly warrants and represents that he or she
has the full power and authority to sign this Agreement on behalf of the party
indicated, and that his or her signature will operate to bind the party
indicated to the foregoing terms.
25. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
16
26. FORCE MAJEURE.
Notwithstanding any other provision of this Agreement, Integrated and the
Company assumes no responsibility hereunder, and shall not be liable, for any
damage, loss of data, delay or any other loss whatsoever caused the other by
events beyond its reasonable control, including and without limitation, acts of
God, interruption of power or other utility, transportation, mail, or
communication services, acts of civil or military authority, sabotages, war,
terrorism, insurrection, riots, national emergencies, explosion, flood,
accident, earthquake or other catastrophe, fire, strike or other labor problems.
27. MISCELLANEOUS.
The captions in this Agreement are included for convenience of reference
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
IN WITNESS WHEREOF, the Company and Integrated have each caused this
Agreement to be executed as of the day and year first above written.
PAX WORLD MONEY MARKET FUND, INC.
By:
Its: President
INTEGRATED FUND SERVICES, INC.
By:
Its: President
17
Schedule A
September 26, 2005
TRANSFER AGENCY AND SHAREHOLDER SERVICES
In consideration of the compensation detailed in this Agreement, Integrated
shall perform the following transfer agency and shareholder services as
applicable:
Shareholder Accounts
1. Establish new shareholder accounts
2. Record changes to shareholder registration information
3. Process shareholder purchase and redemption orders
4. Process shareholder transfer and exchange requests
5. Issue periodic statements for shareholders
6. Provide shareholders with Integrated's standard shareholder statement
and confirmation package
7. Issue transaction confirmations
8. Process dividend payments, including the purchase of new shares
through dividend reimbursement
9. Prepare shareholder tax information, i.e., Form 1099, 1042, and 5498
10. Maintain shareholder account documentation
11. Answer telephone inquiries and accept financial transactions from
shareholders and their properly designated representative
12. Provide servicing support for broker-dealers
13. Withhold taxes on U.S. Resident and non-resident alien accounts
14. Reply to shareholder calls and correspondence
15. Cancel share certificates
16. Provide lost-shareholder services in accordance with Rule 17Ad-17 of
the Securities Exchange Act of 1934
17. Direct processing of checks, wires, and ACH
18
18. Support shareholder checkwriting processing
19. Basic voice response inquiry service
Sales Load Processing
1. Support front-end, level-load, and CDSC share classes
2. Calculate fees due under Rule 12b-1 plans for distribution and
marketing expense
3. Track and pay sales commissions on direct shareholder purchases
*NSCC Services
1. FundServ
2. Networking
3. CommissionServ
4. ACATS
5. ToRA
6. Mutual Fund Profile
7. DCC&S
*NSCC Services may be subject to set-up charges and ongoing fees in
accordance with this Agreement.
SHAREHOLDER RECORDS.
Integrated shall maintain records for each shareholder account showing the
following:
1. Names, addresses and tax identifying numbers;
2. Name of the dealer of record, if any;
3. Number of shares held of each Fund;
4. Historical information regarding the account of each shareholder,
including dividends and distributions in cash or invested in shares;
19
5. Information with respect to the source of all dividends and
distributions allocated among income, realized short-term gains and
realized long-term gains;
6. Any instructions from a shareholder including all forms furnished by
the Company and executed by a shareholder with respect to (i) dividend
or distribution elections and (ii) elections with respect to payment
options in connection with the redemption of shares;
7. Any correspondence relating to the current maintenance of a
shareholder's account;
8. Certificate numbers and denominations for any shareholder holding
certificates;
9. Any stop or restraining order placed against a shareholder's account;
10. Information with respect to withholding in the case of a foreign
account or any other account for which withholding is required by the
Internal Revenue Code of 1986, as amended; and
11. Any information required in order for Integrated to perform the
calculations contemplated under this Agreement.
Returned Checks
In the event that Integrated is notified by the Company's Cash Management
Bank that any check or other order for the payment of money is returned unpaid
for any reason, Integrated will:
1. In the absence of other instructions from the Company, take such steps
as may be necessary to redeem any shares purchased on the basis of such returned
check and cause the proceeds of such redemption plus any dividends declared with
respect to such shares to be credited to the account of the Company and to
request the Company's Cash Management Bank to forward such returned check to the
person who originally submitted the check; and
2. Upon notification of the Company, collect any fees from the person who
originally submitted the check including losses to the Company resulting from
the returned check.
Uncashed Checks
For shareholders who select to receive distributions or redemptions in cash
and the U.S. Postal Service cannot deliver their checks or if their checks
remain uncashed for 90 days, Integrated will reinvest the amount uncashed check
into their account at the then current NAV and their account will be converted
to the reinvest option. No interest will accrue on an amount represented by
uncashed distribution checks. Integrated will make commercially reasonable
attempts to contact the shareholder prior to taking the action described above.
20
Lost or Stolen Certificates
Integrated shall place a stop notice against any certificate reported to be
lost or stolen and comply with all applicable federal regulatory requirements
for reporting such loss or alleged misappropriation. New certificates shall not
be issued. Replacement shares will be issued in book form only upon:
(i) The shareholder's pledge of a lost instrument bond or such other
appropriate indemnity bond issued by a surety company approved by Integrated;
and
(ii) Completion of a release and indemnification agreement signed by the
shareholder to protect Integrated and its affiliates.
21
Schedule B
September 26, 2005
SPECIAL SERVICES AND REPORTS
CUSTOMIZED REPORTS
Reports are created based on the Company's design specification and are
scheduled to be created on a set schedule such as daily, weekly, every 2 weeks,
monthly, quarterly or annually. Programming for requests is $100 an hour,
billable in 15 minute increments.
REPORTING COSTS
Reporting consists of a $350 per month fee, which includes:
o Maintenance of standard package reports
o Maintenance of customized reports (up to 25)
o One ID for Crystal Enterprise
Additional IDs for Crystal Enterprise are $50 per month.
ON DEMAND REPORTS
Reports requested with the Company's specifications one time and not on a set
schedule. Programming for requests is $100 an hour, billable in 15 minute
increments.
EARLY CASH REPORTING
Early Cash Reporting provides the Company's investment advisors preliminary cash
estimates for shareholder activity daily by 7:30 a.m. ET for fluctuating net
asset value funds. The reporting allows for investment advisors to forecast
future cash inflows and outflows from shareholder activity prior to the FINAL
cash figures being available from Integrated at 9:30 a.m. ET. THE PRELIMINARY
CASH ESTIMATES ARE SUBJECT TO CHANGE. The information is available via a Secured
Internet Site.
Fee Schedule:
One-time set-up fee $200
Monthly fee $250
22
Schedule C
September 26, 2005
PAX WORLD MONEY MARKET FUND
COMPENSATION FOR TRANSFER AGENCY SERVICES
The Company will pay Integrated, on the first business day following the
end of each month, a monthly fee at an annual rate of $12,000, for servicing up
to 2,000 accounts (open and closed) under this Agreement.
The Company will pay Integrated an annual fee of $12 per account for
accounts (open and closed) in excess of 2,000 serviced by Integrated under this
Agreement.
The Company will reimburse Integrated for out-of-pocket expenses incurred
in the performance of its services under this Agreement.
23
Schedule D
September 26, 2005
EXAMPLES OF COMPANY EXPENSES
Company expenses may include, but are not limited to costs and expenses of:
1. Costs and expenses of Fund officers and employees of Integrated in
attending meetings of the Board of Directors and shareholders of the Company;
2. All regulatory filings, postage, envelopes, checks, drafts, continuous
forms, bank charges, reports, communications, proxies (including production,
legal fee and administrative costs), statements and other materials;
3. File interface expenses (e.g., SunGard, DST Vision, Expeditor and other
distribution partners);
4. Label file creation;
5. Telephone, telegraph and remote transmission lines;
6. EDGARizing, typesetting and printing of all documents;
7. Confirmations, statements, fulfillment and any other shareholder
correspondence;
8. Use of outside solicitation, tabulation and mailing firms;
9. Necessary outside record storage, record destruction, document
shredding, media for storage of records (e.g., microfilm, microfiche, computer
tapes);
10. Pro rata expenses for preparation of Integrated's Transfer Agent SAS 70
reports;
11. Charges imposed by third-party service or software providers for items
such as, but not limited to, regulatory updates;
12. Costs and fees, including employee time and system expenses, associated
with exception processing and resolution of errors not caused by Integrated; and
13. Any and all assessments, taxes or levies assessed on Integrated for
services provided under this Agreement.
Postage for mailings of dividends, proxies, reports and other mailings to
all shareholders shall be advanced to Integrated three business days prior to
the mailing date of such materials.
24
ADDENDUM 1
ANTI-MONEY LAUNDERING PROGRAM SERVICE ADDENDUM
INTEGRATED FUND SERVICES, INC.
This Addendum is entered into as of September 26, 2005 by and between Integrated
Fund Services, Inc. ("Integrated") and the Pax World Money Market Fund, Inc.
(the "Company").
WHEREAS, Integrated and the Company entered into a Transfer Agency
Agreement dated as of September 26, 2005 (the "Service Agreement"); and
WHEREAS, Integrated and the Company wish to enter into an Addendum to the
Service Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement, the Company and Integrated agree as follows:
I. To the services described in the Service Agreement shall be added the
Anti-Money Laundering Program Service ("AML Service") in accordance with
the Service Description document (Attachment A to this Addendum). To the
fees described in the Service Agreement shall be added fees described in
Attachment B to this Addendum, which shall apply only to the AML Service.
All other full or partial sections left unchanged in the Services Agreement
shall remain the same throughout the term of this Addendum.
II. All terms utilized in this Addendum which are defined in the Service
Agreement shall have the meaning set forth in the Service Agreement, unless
the context otherwise requires.
III. Except as specifically amended in this Addendum, the Service Agreement
shall continue in full force and effect and be binding upon the parties
notwithstanding the execution and delivery of this Addendum.
IV. To facilitate execution, this Addendum may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
Agreement.
V. This Addendum shall be binding upon the parties and, to the extent
permitted by the Service Agreement, their respective successors and
assigns.
VI. This Addendum shall be governed by and construed in accordance with the
laws of the State or Commonwealth specified in the Service Agreement or in
the state of New York if none is specified elsewhere.
VII. The AML Service shall begin on the date of this Addendum and shall
automatically renew on the anniversary of the Service Agreement for each
successive term, unless canceled by either party as provided below. Either
party may terminate this service in full by giving sixty (60) days prior
written notice to the other party at any time regardless of when the
25
Service Agreement or this Addendum expires. All fees and minimum charges shall
apply only until the termination date of the current renewal term.
VIII. The Company acknowledges and agrees that deviations from Integrated's
written transfer agent operational and compliance procedures may involve a
substantial risk of loss. In the event an authorized representative of the
Company requests that an exception be made from any written compliance or
transfer agency procedures adopted by Integrated, or any requirements of
the Company's AML Program, Integrated may in its sole discretion determine
whether to permit such exception. In the event Integrated determines to
permit such exception, the same shall become effective when set forth in a
written instrument executed by an authorized representative of the Company
(other than an employee of Integrated) and delivered to Integrated (an
"Exception"); provided that an Exception concerning the requirements of the
Company's AML Program shall be authorized by the Company's AML Compliance
Officer. An Exception shall be deemed to remain effective until the
relevant instrument expires according to its terms (or if no expiration
date is stated, until Integrated receives written notice from the Company
that such instrument has been terminated and the Exception is no longer in
effect). Notwithstanding any provision in this Addendum or the Service
Agreement that expressly or by implication provides to the contrary,
neither Integrated nor any director, officer, employee, or control person
of Integrated, or affiliates of Integrated (the "Indemnified Parties")
shall be subject to any liability for, or any and all losses, damages,
claims, suits, actions, demands, or expenses, including reasonable legal
fees, of any and every nature, incurred by the Company resulting from the
Exception. Furthermore, the Company shall indemnify and hold harmless the
Indemnified Parties from and against any and all losses, damages, claims,
suits, actions, demands, expenses and liabilities, including reasonable
legal fees, of any and every nature resulting to Integrated there from.
IX. The Company also represents and warrants that (i) the Company has adopted
the written AML Program including any related Policies and Procedures that
has been submitted to Integrated, and has appointed an officer of the
Company as the Company's AML Compliance Officer, (ii) the AML Program and
the designation of the AML Compliance Officer have been approved by the
Company's Board of Directors (the "Board"), and (iii) the Company will
submit any material amendments to the AML Program to Integrated for
Integrated's review prior to adoption.
X. The Company acknowledges that it is responsible for updating its
shareholder documents including but not limited to prospectuses, statements
of additional information, new account applications and website disclosures
for the purpose of providing shareholders with appropriate notices and
disclosures that are to be provided to shareholders under the Act.
XI. The Company acknowledges its responsibility to file with FinCEN under
Section 314(b) of the Act if it wishes to engage in information sharing
with other financial institutions.
XII. The Company is responsible for conducting an independent audit of its AML
Program on a periodic basis as required by law.
26
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the day and year first above written.
PAX WORLD MONEY MARKET FUND, INC. INTEGRATED FUND SERVICES, INC.
By: _________________________ By: ___________________________
Its: Its: President
27
ATTACHMENT A
ANTI-MONEY LAUNDERING PROGRAM SERVICE
SERVICE DESCRIPTION DOCUMENT
Integrated as Transfer Agent for the MMA Praxis class of the Company agrees to
perform the procedures as described below as required by the USA PATRIOT Act of
2001 (the "Act") and applicable sections of the Bank Secrecy Act and the
Internal Revenue Service Code.
1) Integrated will perform the AML procedures described below in accordance
with the Company's written AML Program. Integrated will:
a) Maintain anti-money laundering program reasonably designed to detect
activities indicative of money laundering and achieve compliance with such
regulatory requirements applicable to money laundering;
b) Provide the Company's AML Compliance Officer with a copy of Integrated's
AML Program;
c) Monitor the mutual fund accounts of Company's MMA Praxis class shareholders
for suspicious activity;
d) Apply "Red Flag" monitoring of fund direct account activity to detect
potential suspicious activity;
e) Investigate potential suspicious activity using commercially reasonable
means and provide the Company's AML Compliance Officer with investigation
results for review and action;
f) Implement training programs to educate Integrated's officers and employees
regarding its anti-money laundering policies and procedures;
g) Designate a compliance officer with sufficient authority to oversee
Integrated's anti- money laundering policies and procedures and to interact
with the Company's AML Compliance Officer; and
h) Conduct an independent audit of Integrated's anti-money laundering policies
and procedures on an periodic basis as required by law;
i) Provide the Company's AML Compliance Officer with a report of the
independent audit findings;
j) Provide the Company's AML Compliance Officer with periodic reports
regarding the administration of Integrated's AML Program;
k) Search the shareholder files of the Company's MMA Praxis class that are
maintained by Integrated as requested by the Federal Crimes Enforcement
Center (FinCEN);
28
l) Provide appropriate Federal agencies with information and records relating
to Integrated's anti-money laundering program including results of
inspections related to its anti-money laundering program;
m) File IRS Form 8300 reports as required;
n) Check shareholder names against lists of known or suspected terrorists or
terrorist organizations such as those persons and organizations listed on
Treasury's Office of Foreign Assets Control (OFAC) or other lists as
designated by the government using commercially available or proprietary
databases;
o) Retain records on behalf of the Company as required by the Act;
2) Integrated will perform the following procedures pursuant to the
requirements of the Customer Identification Program in accordance with Section
326 of the USA PATRIOT ACT and consistent with the Company's AML Program
policies and procedures and Section IX above. Specifically:
a) The Company authorizes Integrated to accept only those new accounts for
which the elements required by law are presented;
b) In the event the required elements (above) are not provided, Integrated
shall make reasonable efforts to obtain the missing information within one
business day of receipt of the new account application. Integrated will not
open any account without the required elements;
c) The Company authorizes Integrated to refuse to open any account whose
owner's identity it is unable to verify to its satisfaction without
consultation with the Company and in accordance with the Company's AML
Program policies and procedures and Section IX of this Addendum;
d) The Company authorizes Integrated to employ commercially available or
proprietary databases to verify the identity of shareholders as described
by Integrated's AML Program and as required by law;
e) In the event that a discrepancy arises related to the verification of a
shareholder's identity, Integrated will make commercially reasonable
efforts to resolve the discrepancy to verify the identity of the
shareholder to its satisfaction and without consultation with the Company
and in accordance with the Company's AML program policies and procedures
and Section IX of this Addendum;
f) The Company authorizes Integrated to open accounts for non-US persons only
if:
i) The account is opened through a broker-dealer with whom the Fund or
its principal underwriter has an established dealer agreement; and
ii) The broker-dealer is a U.S.-registered firm;
29
iii) The broker-dealer through which the account is established has
provided the necessary certifications to the Fund or its principal
underwriter regarding its anti- money laundering program; or
iv) The Company specifically directs Integrated in writing to accept the
account and certifies to Integrated that it has verified the identity
of the shareholder.
g) The Company delegates to and authorizes Integrated to request and obtain
AML program certifications as may be required from qualified financial
institutions for the purposes of selling shares of the Company through the
qualified financial institution and, in the absence of such certification,
Integrated shall not accept orders from an uncertified financial
institution except as specifically directed by the Company in writing and
in accordance with Section IX of this agreement.
30
ATTACHMENT B
ANTI-MONEY LAUNDERING
PROGRAM SERVICES
FEE SCHEDULE
The following fee schedule shall be effective upon execution of this Addendum.
The Company will be assessed fees for all qualified new accounts as identified
in the Company's AML Program policies and procedures.
Verification of Customer Identity $2.50 per new account opened*
Government List Searches included *File transmission fees may apply
31
