EXHIBIT 99.B(h)(3)
TRANSFER AGENCY AND SERVICE AGREEMENT
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AGREEMENT made as of May ____, 1999, by and between XXXXX FARGO VARIABLE TRUST,
a Delaware business trust, having its principal office and place of business at
000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (the "Fund"), and BOSTON
FINANCIAL DATA SERVICES, INC. a Massachusetts corporation having its principal
office and place of business at 0 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
(the "Transfer Agent")
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Fund intends to initially offer shares in series, such series shall
be named in the attached Schedule A which may be amended by the parties from
time to time (each such series, together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance with
Section 18, being herein referred to as a "Portfolio," and collectively as the
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"Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer 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 and Duties
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1.1 Transfer Agency Services. Subject to the terms and conditions
set forth in this Agreement, the Fund, on behalf of the
Portfolios, hereby employs and appoints the Transfer Agent to
act as, and the Transfer Agent agrees to act as, transfer
agent for the Fund's issued and outstanding shares of
beneficial interest, ("Shares") and as dividend disbursing
agent, custodian of certain retirement plans and agent in
connection with any accumulation, open-account or similar plan
provided to the shareholders of each of the respective
Portfolios of the Funds ("Shareholders") and set out in the
currently effective prospectus and statement of additional
information ("Prospectus") of the Fund on behalf of the
applicable Portfolio, including without limitation any
periodic investment plan or periodic withdrawal program. In
accordance with procedures established from time to time by
agreement between the Fund on behalf of each of the
Portfolios, as applicable and the Transfer Agent, the Transfer
Agent agrees that it will perform the following services:
(a) Receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation
thereof to the Custodian of the Fund authorized pursuant to
the Fund's Declaration of Trust (the "Custodian");
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(b) Pursuant to purchase orders, issue the appropriate number
of Shares and hold such Shares in the appropriate Shareholder
account;
(c) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof
to the Custodian;
(d) In respect to the transactions in items (a), (b) and (c)
above, the Transfer Agent shall execute transactions directly
with broker-dealers authorized by the Fund;
(e) At the appropriate time as and when it receives monies
paid to it by the Custodian with respect to any redemption,
pay over or cause to be paid over in the appropriate manner
such monies as instructed by the redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(g) Prepare and transmit payments (or credit the appropriate
shareholder account) for dividends and distributions declared
by the Fund on behalf of the applicable Portfolio;
(h) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon receipt by
the Transfer Agent of indemnification satisfactory to the
Transfer Agent and protecting the Transfer Agent and the Fund,
and the Transfer Agent at its option, may issue replacement
certificates in place of mutilated stock certificates upon
presentation thereof and without such indemnity;
(i) Maintain records of account for and advise the Fund and
its Shareholders as to the foregoing; and
(j) Record the issuance of Shares of the Fund and maintain
pursuant to Regulation 17Ad-10(e) of the Securities Exchange
Act of 1934, as amended, (the "Exchange Act") a record of the
total number of Shares of the Fund which are issued and
outstanding. The Transfer Agent shall also provide the Fund on
a daily basis with the total number of Shares which are issued
and outstanding and shall have no other obligations with
respect to this item.
1.2 Additional Services. In addition to, and neither in lieu nor
in contravention of, the services set forth in the above
paragraph, the Transfer Agent shall perform the following
services:
(a) Other Customary Services. Perform the customary services
of a transfer agent, dividend disbursing agent, custodian of
certain retirement plans and, as relevant, agent in connection
with accumulation, open-account or similar plan (including
without limitation any periodic investment plan or periodic
withdrawal program), including but not limited to: maintaining
all Shareholder accounts, preparing Shareholder meeting lists,
Shareholder reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien
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accounts, preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmation and
statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity
statements for Shareholders, and providing Shareholder account
information.
(b) Control Book (also known as "Super Sheet"). Maintain a
daily record and produce a daily report for the Fund of all
transactions and receipts and disbursements of money and
securities and deliver a copy of such report for the Fund for
each business day to the Fund no later than 9:00 AM Eastern
Time, or such earlier time as the Fund may reasonably require
on the next business day.
(c) "Blue Sky" Reporting. The Fund shall (i) identify to the
Transfer Agent in writing those transactions and assets to be
treated as exempt from blue sky reporting for each State; and
(ii) verify the establishment of transactions for each State
on the system prior to activation and thereafter monitor the
daily activity for each State. The responsibility of the
Transfer Agent for the Fund's blue sky State registration
status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and
providing a system which will enable the Fund to monitor the
total number of Shares sold in each State.
(d) National Securities Clearing Corporation (the "NSCC"). (i)
accept and effectuate the registration and maintenance of
accounts through Networking and the purchase, redemption,
transfer and exchange of shares in such accounts through
Fund/SERV (Networking and Fund/SERV being programs operated by
the NSCC on behalf of NSCC's participants, including the
Fund), in accordance with, instructions transmitted to and
received by the Transfer Agent by transmission from NSCC on
behalf of broker-dealers and banks which have been established
by, or in accordance with the instruction of authorized
persons, as hereinafter defined on the dealer file maintained
by the Transfer Agent; (ii) issue instructions to Fund's banks
for the settlement of transactions between the Fund and NSCC
(acting on behalf of its broker dealer and bank participants);
(iii) provide account and transaction information from the
affected Fund's records on DST Systems, Inc. computer system
TA2000 ("TA2000 System") in accordance with NSCC's Networking
and Fund/SERV rules for those broker-dealers; and (iv)
maintain Shareholder accounts on TA2000 System through
Networking.
(e) New Procedures. New procedures as to who shall provide
certain of these services in Section 1 may be established in
writing from time to time by agreement between the Fund and
the Transfer Agent. The Transfer Agent may at times perform
only a portion of these services and the Fund or its agent may
perform these services on the Fund's behalf.
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(f) Conversion Services. Upon completion of the contemplated
mutual fund reorganizations involving the Fund and Norwest
Advantage Funds ("NAF"), Transfer Agent shall convert and
merge the account information for SFI and NAF into one
platform for the conversion fee specified in Schedule 1.3(f).
2. Third Party Administrators for Defined Contribution Plans
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2.1 The Fund may decide to make available to certain of its
customers, a qualified plan program (the "Program") pursuant
to which the customers ("Employers") may adopt certain plans
of deferred compensation ("Plan or Plans") for the benefit of
the individual Plan participant (the "Plan Participant"), such
Plan(s) being qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended ("Code") and administered by
third party administrators which may be plan administrators as
defined in the Employee Retirement Income Security Act of
1974, as amended) (the "TPA(s)").
2.2 In accordance with the procedures established in the initial
Schedule 2.2 entitled "Third Party Administrator Procedures,"
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as may be amended by the Transfer Agent and the Fund from time
to time ("Schedule 2.2"), the Transfer Agent shall:
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(a) Treat and maintain accounts established by the Plans in
the name of the Trustees, Plans or TPA as omnibus accounts;
and
(b) Perform all services under Section 1 as transfer agent of
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the Funds and not as a record-keeper for the Plans.
2.3 Transactions identified under Section 2.3 of this Agreement
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shall be deemed exception services ("Exception Services") when
such transactions require the Transfer Agent to use methods
and procedures other than those usually employed by the
Transfer Agent to perform services under Section 1 according
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to the Fund's prospectus, or under Section 2.2 of this
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Agreement.
3. Fees and Expenses
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3.1 Fee Schedule. For the performance by the Transfer Agent
pursuant to this Agreement, the Fund agrees to pay the
Transfer Agent the fees set forth in the attached fee schedule
("Schedule 3.1"). Such fees and the out-of-pocket expenses and
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advances identified under Section 3.2 below may be changed
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from time to time subject to mutual written agreement between
the Fund and the Transfer Agent.
3.2 Out-of-Pocket Expenses. In addition to the fee paid under
Section 3.1 above, the Fund agrees to reimburse the Transfer
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Agent for out-of-pocket expenses at cost, including but not
limited to confirmation production, postage, forms, telephone,
microfilm, microfiche, records storage, or advances incurred
by the Transfer Agent for the items set out in Schedule 3.1
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attached hereto. In addition, any other expenses incurred by
the Transfer Agent at the request or with the consent of the
Fund, will be reimbursed by the Fund.
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3.3 Postage. Postage for mailing of dividends, proxies, Fund
reports and other mailings to all shareholder accounts shall
be advanced to the Transfer Agent by the Fund at least seven
(7) days prior to the mailing date of such materials.
3.4 Invoices. The Fund agrees to pay all fees and reimbursable
expenses within thirty (30) days following the receipt of the
respective billing notice, except for any fees or expenses
which are subject to good faith dispute. In the event of such
a dispute, the Fund may only withhold that portion of the fee
or expense subject to the good faith dispute. The Fund shall
notify the Transfer Agent in writing within ninety (90)
calendar days following the receipt of each billing notice if
the Fund is disputing in good faith any amounts already paid.
3.5 Fee Increases. Prices will be increased annually during the
initial three (3) year term of the Agreement. The Transfer
Agent will increase the fees payable under this Agreement, on
an annual basis, by an amount not to exceed change in the CPI
Index. In no event, however, shall such cumulative increase be
greater than three percent (3%) over the fee charged during
the previous twelve (12) months. "CPI Index" shall mean the
United States Bureau of Labor Statistics, Consumer Price Index
for All Urban Consumers (CPI-U), All U.S. Cities Average
(1982-1984=100) published by the Bureau of Labor Statistics of
the United States Department of Labor, or such successor index
(appropriately converted to an equivalent reference base) as
shall be published by the Bureau of Labor Statistics.
4. Millennium Date Change
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4.1 Millennium Date Change. Transfer Agent will take all
commercially reasonable steps to ensure that its products (and
those of its third party providers) are Year 2000 Ready. For
purposes of this Agreement, "Year 2000 Ready" means that the
products will operate with dates in multiple centuries the
same way the products operate with dates in single centuries,
including, but not limited to, century recognition of dates
and calculations that correctly compute same century and
multi-century formulas and date values. If any changes are
required, the Transfer Agent will make changes to its computer
systems, including the computer systems provided by DST
Systems, Inc. ("DST Systems"), at a price to be agreed upon by
the parties and in a commercially reasonable time frame and
will require third party providers to do likewise; provided
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however, if any such changes are required pursuant to Section
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4 of this Agreement solely because of the DST Systems, the
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Fund will not be required to pay a fee or out-of-pocket
expenses to the Transfer Agent for such changes. To the extent
that a change is necessary that will be charged to the Fund
and such change is not precipitated by a condition unique to
the Fund, the price and costs agreed upon will be based only
upon the Fund's pro rata share of such costs and fees spread
out over all of the Transfer Agent's affected customers. The
provisions of this Section 4 do not constitute a
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certification, guarantee, warranty or indemnity with respect
to Year 2000 Ready Products, but do constitute covenants.
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4.2 Year 2000 Project Plans. Transfer Agent agrees that it will
provide to the Funds, no later than the execution date of this
Agreement, a copy of the TA Y2K Report filed with the
Securities Exchange Commission and all required updates
thereto promptly. Transfer Agent agrees that it will cooperate
with Fund and its regulators, and the regulators of its
service providers, regarding the TA Y2K Report filed with the
Securities Exchange Commission and all required updates
thereto promptly.
5. Performance Standards
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5.1 Establishing Bench Xxxx. On or before October 15, 1999 the
Transfer Agent and the Fund will determine a baseline for the
establishment of performance standards and agree upon service
fee adjustments as either a reward or risk to the Transfer
Agent based on the relationship of its performance to such
performance standards. Thereafter, such performance standards
and service fee adjustments will to be set forth in Schedule
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5.1 of this Agreement.
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5.2 Third Party Study. The parties shall retain, each contributing
equally to the expense, National Quality Review or another
firm to be chosen by the parties ("NQR" herein in any case) to
perform a study to determine a baseline of performance
standards to measure accuracy and timeliness of services. Such
study shall use, as a determining factor in establishing the
baseline, periodic Fund provided data which forecasts
predicted market and volume projections.
6. Representations and Warranties of the Transfer Agent
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The Transfer Agent represents and warrants to the Fund that:
6.1 It is a Massachusetts corporation duly organized and existing
and in good standing under the laws of The Commonwealth of
Massachusetts.
6.2 It is duly qualified to carry on its business in The
Commonwealth of Massachusetts.
6.3 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement.
6.4 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
6.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
6.6 It carries and will continue to carry general liability,
errors and omissions, fidelity bond and other policies, with
limits of not less than $5 million for aggregate general
liability, $20 million for errors and omissions and $80
million for fidelity bond and upon written request shall
provide certificates of liability insurance to the Fund.
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7. Representations and Warranties of the Fund
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The Fund represents and warrants to the Transfer Agent that:
7.1 It is a business trust duly organized and existing and in good
standing under the laws of the State of Delaware.
7.2 It is empowered under applicable laws and by its Declaration
of Trust to enter into and perform this Agreement.
7.3 All corporate proceedings required by said Declaration of
Trust have been taken to authorize it to enter into and
perform this Agreement.
7.4 It is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as
amended.
7.5 A registration statement under the Securities Act of 1933, as
amended is currently effective and will remain effective, and
appropriate state securities law filings have been made and
will continue to be made, with respect to all Shares of the
Fund being offered for sale.
8. Wire Transfer Operating Guidelines/ Articles 4A of the Uniform
Commercial Code
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8.1 The Transfer Agent is authorized to promptly debit the
appropriate Fund account(s) upon the receipt of a payment
order in compliance with the selected security procedure (the
"Security Procedure") chosen for funds transfer and in the
amount of money that the Transfer Agent has been instructed to
transfer. The Transfer Agent shall execute payment orders in
compliance with the Security Procedure and with the Funds'
instructions on the execution date provided that such payment
order is received by the customary deadline for processing
such a request, unless the payment order specifies a later
time. All payment orders and communications received after the
customary deadline will be deemed to have been received the
next business day.
8.2 The Fund acknowledges that the Security Procedure it has
designated on the Fund Selection Form was selected by the Fund
from security procedures offered by the Transfer Agent. The
Fund shall restrict access to confidential information
relating to the Security Procedure to authorized persons as
communicated to the Transfer Agent in writing. The Fund must
notify the Transfer Agent immediately if it has reason to
believe unauthorized persons may have obtained access to such
information or of any change in the Fund's authorized
personnel. The Transfer Agent shall verify the authenticity of
all Fund instructions according to the Security Procedure.
8.3 The Transfer Agent shall process all payment orders on the
basis of the account number contained in the payment order. In
the event of a discrepancy between any name indicated on the
payment order and the account number, the account number shall
take precedence and govern.
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8.4 The Transfer Agent reserves the right to decline to process or
delay the processing of a payment order which (a) is in excess
of the collected balance in the account to be charged at the
time of the Transfer Agent's receipt of such payment order;
(b) if initiating such payment order would cause the Transfer
Agent, in the Transfer Agent's sole judgment, to exceed any
volume, aggregate dollar, network, time, credit or similar
limits which are applicable to the Transfer Agent; or (c) if
the Transfer Agent, in good faith, is unable to satisfy itself
that the transaction has been properly authorized. If the
Transfer Agent exercises its rights pursuant to Section 8.4 of
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this Agreement the Transfer Agent shall notify the Funds by
confirmation pursuant to Section 8.9 of this Agreement.
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8.5 The Transfer Agent shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders received
in compliance with the Security Procedure provided that such
requests are received in a timely manner affording the
Transfer Agent reasonable opportunity to act. However, the
Transfer Agent assumes no liability if the request for
amendment or cancellation cannot be satisfied.
8.6 The Transfer Agent shall assume no responsibility for failure
to detect any erroneous payment order provided that the
Transfer Agent complies with the payment order instructions as
received and the Transfer Agent complies with the Security
Procedure. The Security Procedure is established for the
purpose of authenticating payment orders only and not for the
detection of errors in payment orders.
8.7 The Transfer Agent shall assume no responsibility for lost
interest with respect to the refundable amount of any
unauthorized payment order, unless the Transfer Agent is
notified of the unauthorized payment order within thirty (30)
days of notification by the Transfer Agent of the execution of
such payment order pursuant to Section 8.9 of this Agreement.
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In no event (including failure to execute a payment order)
shall the Transfer Agent be liable for special, indirect or
consequential damages, even if advised of the possibility of
such damages.
8.8 When the Fund initiates or receives Automated Clearing House
credit and debit entries pursuant to these guidelines and the
rules of the National Automated Clearing House Association and
the New England Clearing House Association, the Transfer Agent
will act as an Originating Depository Financial Institution
and/or Receiving Depository Financial Institution, as the case
may be, with respect to such entries. Credits given by the
Transfer Agent with respect to an ACH credit entry are
provisional until the Transfer Agent receives final settlement
for such entry from the Federal Reserve Bank. If the Transfer
Agent does not receive such final settlement, the Fund agrees
that the Transfer Agent shall receive a refund of the amount
credited to the Fund in connection with such entry, and the
party making payment to the Fund via such entry shall not be
deemed to have paid the amount of the entry.
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8.9 Confirmation of Transfer Agent's execution of payment orders shall
ordinarily be provided within twenty-four (24) hours notice and may be
delivered to the Fund through the Transfer Agent's proprietary
information systems, or by facsimile or call-back. Fund must report
any objections to the execution of an order within thirty (30) days.
9. Data Access and Proprietary Information
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9.1 The Fund acknowledges that the databases, computer programs, screen
formats, report formats (except such screen formats and report formats
as may be necessary to respond to Shareholder problems or inquiries),
interactive design techniques, and documentation manuals furnished to
the Fund by the Transfer Agent as part of the Fund's ability to access
certain Fund related data ("Customer Data") maintained by the Transfer
Agent on data bases under the control and ownership of the Transfer
Agent or other third party ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to the
Transfer Agent or other third party. In no sense shall Proprietary
Information be deemed Customer Data. The Fund agrees to treat all
Proprietary Information as proprietary to the Transfer Agent and
further agrees that it shall not divulge any Proprietary Information
to any person or organization except as may be provided hereunder.
Without limiting the foregoing, the Fund agrees for itself and its
employees and agents to:
(a) Use such programs and databases (i) solely on the Fund's
computers, or (ii) solely from equipment at the location agreed to
between the Fund and the Transfer Agent and (iii) solely in accordance
with the Transfer Agent's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the
normal course of performing, processing on the Fund's computer(s)),
the Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained,
to inform in a timely manner of such fact and dispose of such
information in accordance with the Transfer Agent's instructions;
(d) Refrain from causing or allowing information transmitted from the
Transfer Agent's computer to the Fund's terminal to be retransmitted
to any other computer terminal or other device except as expressly
permitted by the Transfer Agent (such permission not to be
unreasonably withheld);
(e) Allow the Fund to have access only to those authorized
transactions as agreed to between the Fund and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent
to protect at the Transfer Agent's expense the rights of the Transfer
Agent in Proprietary
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Information at common law, under federal copyright law and under other
federal or state law.
9.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without
breach of this Agreement; (ii) are released for general disclosure by
a written release by the Transfer Agent; or (iii) are already in the
possession of the receiving party at the time of receipt without
obligation of confidentiality or breach of this Agreement.
9.3 The Fund acknowledges that its obligation to protect the Transfer
Agent's Proprietary Information is essential to the business interest
of the Transfer Agent and that the disclosure of such Proprietary
Information in breach of this Agreement would cause the Transfer Agent
immediate, substantial and irreparable harm, the value of which would
be extremely difficult to determine. Accordingly, the parties agree
that, in addition to any other remedies that may be available in law,
equity, or otherwise for the disclosure or use of the Propriety
Information in breach of this Agreement, the Transfer Agent shall be
entitled to seek and obtain a temporary restraining order, injunctive
relief, or other equitable relief against the continuance of such
breach.
9.4 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall
endeavor in a timely manner to correct such failure. Organizations
from which the Transfer Agent may obtain certain data included in the
Data Access Services are solely responsible for the contents of such
data and the Fund agrees to make no claim against the Transfer Agent
arising out of the contents of such third-party data, including, but
not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION
THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER
AGENT EXPRESSLY DISCLAIM ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.5 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order to:
(i) effect the transfer or movement of cash or Shares; or (ii)
transmit Shareholder information or other information, then in such
event the Transfer Agent shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity with
security procedures established by the Transfer Agent from time to
time and communicated in writing to the Fund for its review prior to
their implementation.
9.6 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 9. The obligations of this
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Section shall survive any earlier termination of this Agreement.
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10. Indemnification
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10.1 The Transfer Agent shall not be responsible for, and the Fund shall
indemnify and hold the Transfer Agent, and as respects Section
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10.1(e), State Street Bank and Trust Company (the "Bank"), harmless
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from and against, any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such
actions are taken in good faith and without negligence or willful
misconduct;
(b) The Fund's lack of good faith, negligence, or willful misconduct
which arise out of the breach of any representation or warranty of
the Fund hereunder;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors on:
(i) any information, records, documents, data, stock certificates or
services which are received by the Transfer Agent or its agents or
subcontractors in conformity with procedures established by the
Transfer Agent by machine readable input, facsimile, CRT data entry,
electronic instructions or other similar means authorized by the
Fund, and which have been prepared, maintained or performed by the
Fund or any other person or firm on behalf of the Fund including but
not limited to any previous transfer agent or registrar; (ii) any
instructions or requests of the Fund or any of its officers received
in conformity with a procedure established by the Transfer Agent from
time to time and communicated to the Fund in writing prior to
implementation; (iii) any paper or document, reasonably believed to
be genuine, authentic, or signed by the proper person or persons that
are received in conformity with a procedure established by the
Transfer Agent from time to time and communicated to the Fund in
writing prior to implementation; or (iv) any instruction or opinions
from qualified legal counsel (which may be Fund counsel) with respect
to any matter (e.g., distribution of Shareholder account pursuant to
a divorce decree) arising in connection with the Transfer Agent's
performance of services under this Agreement.
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be
registered or in violation of any stop order or other determination
or ruling by any federal or any state agency with respect to the
offer or sale of such Shares;
(e) The negotiation and processing of any checks including without
limitation for deposit into the Fund's demand deposit account
maintained by the Transfer Agent; or
(f) Upon the Fund's request entering into any agreements required by
the National Securities Clearing Corporation (the "NSCC") required by
the NSCC for the transmission of Fund or Shareholder data through the
NSCC clearing systems.
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10.2 The Fund shall not be responsible for, and the Transfer Agent shall
indemnify and hold the Fund harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to any actions or failure of
the Transfer Agent to act as a result of the Transfer Agent's lack of
good faith, negligence or willful misconduct.
10.3 Upon the assertion of a claim for which the indemnifying party (the
"Indemnitor") may be required to indemnify the party seeking
indemnity (the "Indemnitee"), the Indemnitee shall promptly notify
the Indemnitor of such assertion, and shall keep the Indemnitor
advised with respect to all developments concerning such claim. The
Indemnitor shall have the option to participate with the Indemnitee
in the defense of such claim or to defend against said claim in its
own name or in the name of the Indemnitee. The Indemnitee shall in no
case confess any claim or make any compromise in any case in which
the Indemnitor may be required to indemnify the Indemnitee except
with the Indemnitor 's prior written consent.
10.4 The parties agree that the Bank shall be a third-party beneficiary to
this Agreement with respect to the indemnification provided in
Section 10.1(e) herein.
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11. Standard of Care
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11.1 The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to insure the accuracy
of all services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to
errors, including encoding and payment processing errors, unless said
errors are caused by its negligence, bad faith, or willful misconduct
or that of its employees or agents, except as provided in Section
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11.2 below. The parties agree that any encoding or payment processing
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errors shall be governed by the above standard of care and the Fund
agrees as between the Fund and the Transfer Agent that the standard
of care created under Section 4-209 of the Uniform Commercial Code is
superseded by Section 11.1 of this Agreement.
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11.2 In the case of Exception Services as defined in Sections 2.3 herein,
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the Transfer Agent shall be held to a standard of gross negligence.
12. Confidentiality
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12.1 Transfer Agent Proprietary Information. Fund agrees and acknowledges
that it will be exposed to the Services and that, as between Transfer
Agent and the Fund, the Services contain valuable trade secrets of
Transfer Agent embodying substantial creative efforts and
confidential information, ideas and expressions ("Transfer Agent
Proprietary Information"). All Transfer Agent Proprietary Information
will remain the sole property of Transfer Agent and Fund will have no
interest in or rights to such Transfer Agent Proprietary Information
except as expressly granted by this Agreement.
12.2 Fund Proprietary Information. Transfer Agent agrees and acknowledges
that it will be exposed to information concerning the Fund and its
Affiliates' business,
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products, proposed products, shareholders and related information,
including without limitation, shareholder data, testing procedures
and pricing policies, along with the record-bearing media containing
such information, all of which constitute confidential and
proprietary information of the Fund ("Fund Proprietary Information").
All Fund Proprietary Information will remain the sole property of the
Fund except the right to use the same to carry out the Services set
forth in this Agreement.
12.3 The Transfer Agent and the Fund agree that they will not, at any time
during the term of this Agreement or after its termination, reveal,
divulge, or make known to any person, firm, corporation or other
business organization, any Shareholder's lists, trade secrets, cost
figures and projections, profit figures and projections, or any other
secret or confidential information whatsoever, whether of the
Transfer Agent or of the Fund, used or gained by the Transfer Agent
or the Fund during performance under this Agreement. The Fund and the
Transfer Agent further covenant and agree that they will not, at any
time during the term of this Agreement or after its termination, use
confidential information of the other party in its own business,
except as necessary to perform the terms of this Agreement. The Fund
and the Transfer Agent further covenant and agree to retain all such
knowledge and information acquired during and after the term of this
Agreement respecting such lists, trade secrets, or any secret or
confidential information whatsoever in trust for the sole benefit of
the Transfer Agent or the Fund and their successors and assigns. In
the event of breach of the foregoing by either party, the remedies
provided by Section 9.3 shall be available to the party whose
-----------
confidential information is disclosed. The above prohibition of
disclosure shall not apply to the extent that the Transfer Agent must
disclose such data to its sub-contractor or Fund agent for purposes
of providing services under this Agreement.
12.4 In the event that any requests or demands are made for the inspection
of the Shareholder records of the Fund, other than request for
records of Shareholders pursuant to standard subpoenas from state or
federal government authorities (i.e., divorce and criminal actions),
the Transfer Agent will notify the Fund and secure instructions from
an authorized officer of the Fund as to such inspection. The Transfer
Agent expressly reserves the right, however, to exhibit the
Shareholder records to any person whenever it is required by law or
court order.
13. Covenants of the Fund and the Transfer Agent
--------------------------------------------
13.1 The Fund shall promptly furnish to the Transfer Agent the following:
(a) A certified copy of the resolution of the Board of Trustees of
the Fund authorizing the appointment of the Transfer Agent and the
execution and delivery of this Agreement; and
(b) A copy of the Fund's Declaration of Trust and all amendments
thereto.
13
13.2 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping of
stock certificates, check forms and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
13.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable.
To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and the Rules thereunder, the Transfer Agent agrees
that all such records prepared or maintained by the Transfer Agent
relating to the services to be performed by the Transfer Agent
hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on and in
accordance with its request.
14. Termination of Agreement
------------------------
14.1 Term. The initial term of this Agreement (the "Initial Term") shall
be three years from the mutual execution of the contract unless
terminated pursuant to the provisions of this Section. Unless a
terminating party gives written notice to the other party ninety (90)
days before the expiration of the Initial Term this Agreement will
renew automatically from year to year ("Renewal Term"). Ninety (90)
days before the expiration of the Initial Term or a Renewal Term the
parties to this Agreement will agree upon a Fee Schedule for the
upcoming Renewal Term.
14.2 Termination for Cause by Fund. The Fund may terminate this Agreement
for default as provided in Section 14.3 herein, in the event that:
------------
(a) Transfer Agent, its employees or affiliated agents becomes unable
to materially perform the services under this Agreement, including
material failure of its operational capability for any reason other
than the actions of the Fund, third parties or as provided in Section
-------
17.3 herein;
----
(b) Testing or a material operational failure of the DST Systems due
to a Year 2000 issue demonstrates that the DST Systems are not Year
2000 Ready as defined in Section 4 of this Agreement;
---------
(c) During the Initial Term (i) the Transfer Agent fails to meet the
performance standards in Section 5 of this Agreement for a period of
---------
seven (7) consecutive months (each month in which performance
standards are met, or before the seventh (7th) consecutive month
requires commencement of a new consecutive month calculation for any
subsequent failure to meet performance standards) (ii) or if any time
during such term there are more than two instances in which a new
consecutive month calculation is commenced as a result of performance
standards being met in the seventh (7th) month; or
14
(d) The performance of the services by the Transfer Agent becomes
unlawful.
14.3 Default and Cure. If either of the parties to this Agreement becomes
in default in the performance of its duties or obligations under this
Agreement, and such default has a material effect on the other party,
then the non-defaulting party may give notice to the defaulting party
specifying the nature of the default in sufficient detail to permit
the defaulting party to identify and cure the default within thirty
(30) days of receipt of such notice, or within longer periods as the
parties may agree is necessary for such cure. If the defaulting party
fails to cure such default within the 30-day cure period (or such
other time as agreed to by the parties), then the non-defaulting
party may terminate this Agreement immediately upon written notice to
the defaulting party. Such opportunity to cure shall include the
Transfer Agent taking commercially reasonable steps to make the DST
Systems Year 2000 Ready Products.
14.4 Immediate Termination. Either party may terminate this Agreement by
written notice to the other party, effective at any time specified
therein, in the event:
(a) bankruptcy, insolvency, dissolution or liquidation proceedings of
any nature are instituted by or against the other party and such
suit, conservatorship or receivership is not discharged within thirty
(30) days; or
(b) either party to this Agreement discontinues all or a significant
part of its business operations.
14.5 Costs When Fund Terminates. Should the Fund exercise its right to
terminate pursuant to either Sections 14.3 or 14.4 of this Agreement,
---------------------
Transfer Agent agrees that all direct out-of-pocket expenses or costs
associated with the movement of records and material will be borne by
the Transfer Agent.
14.6 Costs When Transfer Agent Terminates or Term Ends. If the Agreement
terminates at the end of the term specified in Section 14.1 of this
------------
Agreement, or the Transfer Agent exercises its right to terminate
pursuant to Sections 14.3 or 14.4 of this Agreement, all direct out-
---------------------
of-pocket expenses or costs associated with the movement of records
and material will be borne by the Fund. The Transfer Agent will
charge, and the Fund will pay for any services provided by the
Transfer Agent in connection with the conversion to a successor
transfer agent. Payment of such expenses or costs shall be in
accordance with Section 3 of this Agreement.
---------
14.7 Confidential Data. Upon termination of this Agreement, each party
shall return to the other party all copies of confidential or
proprietary materials or information received from such other party
hereunder, other than materials or information required to be
retained by such party under applicable laws or regulations.
15
15. Assignment and Third Party Beneficiaries
----------------------------------------
15.1 Except as provided in Section 16.1, neither this Agreement nor any
------------
rights or obligations hereunder may be assigned by either party
without the written consent of the other party. Any attempt to do so
in violation of this Section shall be void. Unless specifically
stated to the contrary in any written consent to an assignment, no
assignment will release or discharge the assignor from any duty or
responsibility under this Agreement.
15.2 Except as explicitly stated elsewhere in this Agreement, nothing
under this Agreement shall be construed to give any rights or
benefits in this Agreement to anyone other than the Transfer Agent
and the Fund, and the duties and responsibilities undertaken pursuant
to this Agreement shall be for the sole and exclusive benefit of the
Transfer Agent and the Fund. This Agreement shall inure to the
benefit of and be binding upon the parties and their respective
permitted successors and assigns.
15.3 This Agreement does not constitute an agreement for a partnership or
joint venture between the Transfer Agent and the Fund. Other than as
provided in Section 16.1, neither party shall make any commitment
------------
with third parties that are binding on the other party without the
other party's prior written consent.
16. Subcontractors
--------------
16.1 The Transfer Agent may, without further consent on the part of the
Fund, subcontract for the performance hereof with a Transfer Agent
subsidiary or affiliate duly registered as a transfer agent;
provided, however, that the Transfer Agent shall be fully responsible
to the Fund for the acts and omissions of its subsidiary or affiliate
as it is for its own acts and omissions.
16.2 Except as provided in Section 16.4, the Transfer Agent shall be
------------
fully responsible to the Fund for the acts and omissions of any
subcontractor chosen by the Transfer Agent to provide any of the
services described in Sections 1.1, 1.2, or 2.2 of this Agreement.
-------------------------
16.3 Transfer Agent agrees that, as a condition of subcontracting with an
affiliated party to provide Services under this Agreement, it will
require the such affiliated subcontractor to comply with the
following:
(a) the DST's Computer Systems, programs and software meet the
standards specified in Section 4 of this Agreement;
---------
(b) the subcontractor, its employees and agents will agree to abide
by the limitations in Section 12.3 of this Agreement concerning the
------------
disclosure and use of the Fund's Proprietary Information.
16
16.4 Nothing herein shall impose any duty upon the Transfer Agent
in connection with or make the Transfer Agent liable for the
actions or omissions to act of Airborne Services, Federal
Express, United Parcel Service, the U.S. Mails, the NSCC and
telecommunication companies or such similar third parties
providing similar services, provided, if the Transfer Agent
selected such company, the Transfer Agent shall have exercised
due care in selecting the same.
17. Miscellaneous
-------------
17.1 Amendment. This Agreement may be amended or modified by a
written agreement executed by both parties and authorized or
approved by a resolution of the Board of Trustees of the Fund.
17.2 Massachusetts Law to Apply. This Agreement shall be construed and
the provisions thereof interpreted under and in accordance with
the laws of The Commonwealth of Massachusetts.
17.3 Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of
God, strikes, equipment or transmission failure or damage
reasonably beyond its control, or other causes reasonably beyond
its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or
otherwise from such cause.
(a) Exceptions for Certain Computer Failures. This section shall
not excuse the Transfer Agent's failure to perform based upon
computer equipment failure arising from the Transfer Agent's
failure to meet its obligations under Section 4 of this
---------
Agreement.
(b) Exception Regarding Failure to Comply with Disaster Recovery
Plan. Transfer Agent represents that it has a reasonable back-up
and disaster recovery plan in place that requires the Transfer
Agent to maintain back-up files of the Fund's data or records
required to be maintained under the Investment Company Act at
another location other than the Transfer Agent's principal place
of business. This section shall not excuse the Transfer Agent's
failure to perform based upon a loss of Fund data unless the
Transfer Agent has maintained back-up files of the Fund's data or
records as noted in Section 17.3 (b) of this Agreement.
----------------
17.4 Consequential Damages. Neither party to this Agreement shall be
liable to the other part for consequential damages under any
provision of this Agreement or for any consequential damages
arising out of any act or failure to act hereunder.
17.5 Survival. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or
protections of proprietary rights and trade secrets shall survive
the termination of this Agreement.
17
17.6 Severability. If any provision or provisions of this Agreement
shall be held invalid, unlawful, or unenforceable, the
validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired.
17.7 Priorities Clause. In the event of any conflict, discrepancy
or ambiguity between the terms and conditions contained in
this Agreement and any Schedules or attachments hereto, the
terms and conditions contained in this Agreement shall take
precedence.
17.8 Waiver. No waiver by either party or any breach or default of
any of the covenants or conditions herein contained and
performed by the other party shall be construed as a waiver of
any succeeding breach of the same or of any other covenant or
condition.
17.9 Merger of Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior
agreement with respect to the subject matter hereof whether
oral or written.
17.10 Counterparts. This Agreement may be executed by the parties
herein on any number of counterparts, and all of said
counterparts taken together shall be deemed to constitute one
and the same instrument.
17.11 Reproduction of Documents. This Agreement and all schedules,
exhibits, attachments and amendments hereto may be reproduced
by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties
hereto each agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial
or administrative proceeding, whether or not the original is
in existence and whether or not such reproduction was made by
a party in the regular course of business, and that any
enlargement, facsimile or further reproduction shall likewise
be admissible in evidence.
17.12 Audit; Annual Financial Statements.
(a) Transfer Agent will cooperate in providing to Fund or its
auditors which shall be a national independent public
accounting firm, at Fund's expense (including time and
materials expense associated with Transfer Agent' staff
participation) any information reasonably requested by Fund or
Fund's auditors which is necessary or required for the
performance by Fund of any audit of the accounts or records of
Services performed by Transfer Agent pursuant to the terms and
conditions of this Agreement to the extent required by law. If
during the course of such audit, the Fund or its auditors
identify a control weakness that could adversely impact
Transfer Agent's ability to materially perform under the terms
and conditions of this Agreement, Fund shall promptly inform
Transfer Agent in writing of such control weakness. The
Transfer Agent shall have ten (10) business days to respond to
this written notice, and thirty (30) days to remedy
18
the weakness. The Transfer Agent reserves the right to cause its
independent public accounting firm that provided the most recent
Statement of Auditing Standards Number 70 ("SAS 70") to confirm
or refute to the parties any perceived control weakness.
(b) Transfer Agent shall provide to Fund, upon request, copies of
its SAS 70 Report which has been certified by an external
accounting firm.
17.13 Notices. All notices and other communications as required or
permitted hereunder shall be in writing and sent by first class
mail, postage prepaid, addressed as follows or to such other
address or addresses of which the respective party shall have
notified the other.
(a) If to Boston Financial Data Services, Inc., to:
Boston Financial Data Services, Inc.
Xxx Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: (000) 000-0000
(b) If to the Fund, to:
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Xx.
Facsimile: (000) 000-0000 or
(000) 000-0000
18. Additional Funds
----------------
18.1 In the event that the Fund establishes one or more series of
Shares in addition to those listed in Schedule A with respect to
which it desires to have the Transfer Agent render services as
Transfer Agent under the terms hereof, it shall so notify the
Transfer Agent in writing, and if the Transfer Agent agrees in
writing to provide such services, such series of Shares shall
become a Portfolio hereunder.
19
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their name and on their behalf by and through their duly authorized officers,
as of May __, 1999.
XXXXX FARGO VARIABLE TRUST
BY: _______________________________
Xxxxxxx X. Xxxxx, Xx.
Treasurer
BOSTON FINANCIAL DATA SERVICES, INC
BY: ______________________________
Senior Vice President
20
SCHEDULE A
XXXXX FARGO VARIABLE TRUST
Asset Allocation Fund
Corporate Bond Fund
Equity Value Fund
Growth Fund
Income Equity Fund
International Equity Fund
Large Company Growth Fund
Money Market Fund
Small Cap Fund
XXXXX FARGO VARIABLE TRUST BOSTON FINANCIAL DATA SERVICES,
INC.
BY: ________________________________ BY: ___________________________
Xxxxxxx X. Xxxxx, Xx.
Treasurer
May __, 1999.
21
SCHEDULE 2.2
THIRD PARTY ADMINISTRATOR(S) PROCEDURES
1. On each Business Day, the TPA(s) shall receive, on behalf of and as agent
of the Fund(s), Instructions (as hereinafter defined) from the Plan.
Instructions shall mean as to each Fund (i) orders by the Plan for the
purchases of Shares, and (ii) requests by the Plan for the redemption of
Shares; in each case based on the Plan's receipt of purchase orders and
redemption requests by Plan Participants in proper form by the time
required by the term of the Plan, but not later than the time of day at
which the net asset value of a Fund is calculated, as described from time
to time in that Fund's prospectus. Each Business Day on which the TPA
receives Instructions shall be a "Trade Date."
2. The TPA(s) shall communicate the TPA(s)'s acceptance of such Instructions,
to the applicable Plan.
3. On the next succeeding Business Day following the Trade Date on which it
accepted Instructions for the purchase and redemption of Shares, (TD+1),
the TPA(s) shall notify the Transfer Agent of the net amount of such
purchases or redemptions, as the case may be, for each of the Plans. In the
case of net purchases by any Plan, the TPA(s) shall instruct the Trustees
of such Plan to transmit the aggregate purchase price for Shares by wire
transfer to the Transfer Agent on (TD+1). In the case of net redemptions by
any Plan, the TPA(s) shall instruct the Fund's custodian to transmit the
aggregate redemption proceeds for Shares by wire transfer to the Trustees
of such Plan on (TD+1). The times at which such notification and
transmission shall occur on (TD+1) shall be as mutually agreed upon by each
Fund, the TPA(s), and the Transfer Agent.
4. The TPA(s) shall maintain separate records for each Plan, which records
shall reflect Shares purchased and redeemed, including the date and price
for all transactions, and Share balances. The TPA(s) shall maintain on
behalf of each of the Plans a single master account with the Transfer Agent
and such account shall be in the name of that Plan, the TPA(s), or the
nominee of either thereof as the record owner of Shares owned by such Plan.
5. The TPA(s) shall maintain records of all proceeds of redemptions of Shares
and all other distributions not reinvested in Shares.
6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic
account statements showing the total number of Shares owned by that Plan as
of the statement closing date, purchases and redemptions of Shares by the
Plan during the period covered by the statement, and the dividends and
other distributions paid to the Plan on Shares during the statement period
(whether paid in cash or reinvested in Shares).
7. The TPA(s) shall, at the request and expense of each Fund, transmit to the
Plans prospectuses, proxy materials, reports, and other information
provided by each Fund for delivery to its shareholders.
22
8. The TPA(s) shall, at the request of each Fund, prepare and transmit to each
Fund or any agent designated by it such periodic reports covering Shares of
each Plan as each Fund shall reasonably conclude are necessary to enable
the Fund to comply with state Blue Sky requirements.
9. The TPA(s) shall transmit to the Plans confirmation of purchase orders and
redemption requests placed by the Plans; and
10. The TPA(s) shall, with respect to Shares, maintain account balance
information for the Plan(s) and daily and monthly purchase summaries
expressed in Shares and dollar amounts.
11. Plan sponsors may request, or the law may require, that prospectuses, proxy
materials, periodic reports and other materials relating to each Fund be
furnished to Plan Participants in which event the Transfer Agent or each
Fund shall mail or cause to be mailed such materials to Plan Participants.
With respect to any such mailing. the TPA(s) shall, at the request of the
Transfer Agent or each Fund, provide at the TPA(s)'s expense complete and
accurate set of mailing labels with the name and address of each Plan
Participant having an interest through the Plans in Shares.
XXXXX FARGO VARIABLE TRUST BOSTON FINANCIAL DATA SERVICES,
INC.
BY: ________________________________ BY: ___________________________
Xxxxxxx X. Xxxxx, Xx.
Treasurer
May __, 1999.
23
SCHEDULE 3.1
FEES
Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent
Norwest/Xxxxx Fargo
Full Service
----------------------------------------------------------------------------------------------------------------------
ANNUAL ACCOUNT SERVICE FEES
----------------------------------------------------------------------------------------------------------------------
Direct Accounts $ 19.50
Level Three Networked Accounts $ 12.00
Closed Account Fee $ 2.00
Complex Base Fee $100,000
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A charge is made for an account in the
month that an account opens or closes.
----------------------------------------------------------------------------------------------------------------------
ACTIVITY BASED FEES
----------------------------------------------------------------------------------------------------------------------
Telephone Calls $ 3.00/each
----------------------------------------------------------------------------------------------------------------------
CONVERSION FEES
----------------------------------------------------------------------------------------------------------------------
Per Account Fee $ 2.00
----------------------------------------------------------------------------------------------------------------------
XXX CUSTODIAL FEES
----------------------------------------------------------------------------------------------------------------------
Annual Maintenance $ 10.00/account*
----------------------------------------------------------------------------------------------------------------------
DEDICATED PROGRAMMING
----------------------------------------------------------------------------------------------------------------------
Per Dedicated Associate $150,000/per year
------------------------------------------------------------ ---------------------------------------------------------
OUT-OF-POCKET EXPENSES BILLED AS INCURRED
------------------------------------------------------------ ---------------------------------------------------------
These fees will be subject to an annual Cost of Living Adjustment based on
regional consumer price index.
*Paid by shareholder.
For purposes of the complex base fee, the term "complex" includes all the of the
Portfolios of Stagecoach Funds, Inc., Stagecoach Trust, Life & Annuity Trust,
Norwest Advantage Funds and Norwest Select Trust. After the closing of the
Reorganization of the Stagecoach and Norwest fund families, the term "complex"
includes all of the Portfolios of Xxxxx Fargo Funds Trust and Xxxxx Fargo
Variable Trust,
24
provided that the total amount of CUSIP numbers for the complex does not exceed
150. For each additional CUSIP number, the complex base fee will increase by
$7,000 per year.
Out-of-Pocket expenses include but are not limited to: confirmation statements,
investor statements, postage, forms, audio response, telephone, records
retention, customized programming/enhancements, federal wire, transcripts,
microfilm, microfiche, and expenses incurred at the specific direction of the
fund.
XXXXX FARGO VARIABLE TRUST BOSTON FINANCIAL DATA SERVICES,
INC.
BY: ________________________________ BY: ___________________________
Xxxxxxx X. Xxxxx, Xx.
Treasurer
May __, 1999.
25
