EXHIBIT 15(d)(i)
THE SEVEN SEAS SERIES FUND
SHAREHOLDER SERVICING AGREEMENT
AGREEMENT dated as of July 17, 1995, by and between The Seven
Seas Series Fund (the "Trust"), a Massachusetts business trust, having its
principal place of business at 000 X Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000, and State
Street Brokerage Services, Inc. (the "Agent"), a Massachusetts corporation and
wholly owned subsidiary of State Street Bank and Trust Company, having its
principal place of business at Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, XX 00000. The
Agent wishes to act as the agent of its broker-dealer customers (the
"Customers") in performing certain administrative functions in connection with
purchases and redemptions of shares of beneficial interest of certain series of
the Trust described in Section 1 hereof ("Shares") from time to time upon the
order and for the account of Customers, and to provide related services to its
Customers in connection with their investments in the Trust. It is in the
interest of the Trust to make the services of the Agent available to Customers
who are or may become shareholders of the Trust.
In consideration of the foregoing recitals and the mutual
covenants herein contained, the Trust and the Agent hereby agree as follows:
1. Appointment. The Agent hereby agrees to perform the
services set forth below for Customers. Each series of the Trust for which the
Agent acts as a servicing agent pursuant to this Agreement is hereinafter
referred to as a "Fund." The Agent's appointment hereunder is non-exclusive, and
the parties recognize and agree that, from time to time, the Trust may enter
into other shareholder servicing agreements, with other financial institutions.
As used in this Agreement, "Shares" shall mean: (i) with respect to a Fund whose
shares have no class designation, all shares of beneficial interest in that
Fund, and (ii) with respect to a Fund whose shares do have class designations,
the Class A shares of that Fund.
2. Services to be Performed. The Agent shall be responsible
for performing shareholder account servicing functions, which shall include
without limitation:
(a) assisting in processing Customer purchase and
redemption requests;
(b) answering Customer inquiries regarding account
status and history, the manner in which purchase and redemptions of the Shares
may be effected, and certain other matters pertaining to the Trust;
(c) assisting Customers in designating and changing
dividend options, account designations and addresses;
(d) providing necessary personnel and facilities to
establish and maintain certain shareholder accounts and records, as requested
from time to time by the Trust;
(e) arranging for the wiring of funds;
(f) transmitting and receiving funds in connection
with Customer orders to purchase or redeem Shares;
(g) verifying and guaranteeing Customer signatures
in connection with redemption orders, transfers among and changes in
Customer-designated accounts;
(h) providing periodic statements showing a
Customer's account balances and, to the extent practicable, integration of such
information with other client transactions otherwise effected with or through
the Agent;
(i) furnishing (either separately or on an
integrated basis with other reports sent to a Customer by the Agent) monthly and
annual statements and confirmations of all purchases and redemptions of Shares
in a Customer's account;
(j) aggregating and processing Customer purchase and
redemption requests for Shares and placing net purchase and redemption orders
with the Trust's transfer agent (currently State Street Bank and Trust Company
("SSB"), including any designee of SSB, "Transfer Agent") in the manner
described in Section 4 hereof;
(k) providing complete subaccounting services and
maintaining complete subaccounting records regarding Shares beneficially owned
by Customers;
(l) processing dividend payments;
(m) transmitting proxy statements, annual and
semi-annual reports, prospectuses and other communications from the Trust to
Customers;
(n) receiving, tabulating and transmitting to the
Trust proxies executed by Customers with respect to annual and special meetings
of shareholders of the Trust;
(o) preparing and filing U.S. Treasury Department
Forms 1099 and other appropriate forms required with respect to dividends and
distributions by federal authorities; and
(p) providing such other related services as the
Trust or a Customer may reasonably request.
The Agent shall provide all personnel, facilities and equipment necessary in
order for it to perform the functions described in this paragraph with respect
to its Customers. The Agent shall exercise reasonable care in performing all
such services and shall be liable for any failure to exercise such reasonable
care.
3. Fees.
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(a) Fees from the Trust. In consideration for the
services described in Section 2 hereof, the Trust shall pay the Agent a fee in
the amount of .175 of 1% of the average daily value of all shares of the Trust
owned by Customers. All fees shall be paid monthly in arrears.
(b) Fees from Customers. It is agreed that the Agent
may impose certain conditions on Customers, in addition to or different from
those imposed by the Trust, such as requiring a minimum initial investment or
charging Customers direct fees for the same or similar services as are provided
hereunder by the Agent as Agent (which fees may either relate specifically to
the Agent's services with respect to the Trust or generally cover services not
limited to those with respect to the Trust). The Agent shall xxxx Customers
directly for such fees. In the event the Agent charges Customers such fees, it
shall make appropriate prior written disclosure (such disclosure to be in
accordance with all applicable laws) to Customers both of any direct fees
charged to the Customer and of the fees received or to be received by it from
the Trust pursuant to Section 3(a) of this Agreement. It is understood, however,
that in no event shall the Agent have recourse or access to the account of any
shareholder of the Trust except to the extent expressly authorized: (i) by law;
(ii) by the Trust; or (iii) by such shareholder for payment of any direct fees
referred to in this Section 3(b).
4. Purchase and Redemption Orders.
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(a) Agent will open with Transfer Agent a minimum of
two omnibus accounts per Fund: capital gains and dividend distributions payable
with respect to Shares held in one account shall be paid in cash, and capital
gains and dividend distributions payable with respect to Shares held in another
account shall be paid in additional Shares of the Fund. Transfer Agent shall
designate account numbers for each account.
(b) For each business day on which any Customer
places with Agent a purchase or redemption order for Shares of a Fund, Agent
shall aggregate all such purchase orders and aggregate all such redemption
orders and communicate to Transfer Agent, by facsimile or, where feasible, by
direct or indirect systems access, an aggregate purchase order and an aggregate
redemption order for each omnibus account. To be effective on the date received,
all orders must:
(i) be received by Transfer Agent prior to
4:00 p.m. Eastern time; and
(ii)in the case of a purchase order, federal
funds in the amount of the purchase order must be received by Transfer Agent
prior to 4:00 p.m. Eastern time. Funds should be wired to National Financial
Services Corporation at ABA #000-000-000, Attention: The Seven Seas Series Fund,
State Street Brokerage Services, Inc.
For Funds with daily dividends, purchase
orders which are accepted prior to 12:00 noon Eastern time will earn the
dividend declared on the date of purchase; and (2) at or after 12:00 noon
Eastern time will earn the dividend determined on the next business day.
(c) Prior to 6 p.m. Eastern time each business day,
Agent shall receive from Transfer Agent the net asset value per share of each
Share of each Fund for that business day.
(d) In the case of a redemption order, federal
funds in the amount of the redemption order shall be wired by 4:00 p.m. Eastern
time on the settlement date to the Agent at National Financial Services
Corporation ("NFSC") ABA #000-000-000, attention: Seven Seas Series Fund, State
Street Brokerage Services, Inc. Each party shall bear the cost of any wire
transfer that it sends.
(e) In the event adjustments are required to
correct any error in the computation of the net asset value or public offering
price of Fund Shares, the Trust shall notify Agent prior to making any
adjustments and describe the need for such adjustments (including the date of
the error, the incorrect price and the correct price). In such case, an
appropriate adjustment shall be made to the relevant omnibus account(s) and
Agent shall make corresponding adjustments to the accounts of its Customers.
(f) The Trust may cease offering Shares at any
time, and in its sole discretion may refuse any purchase order. Further, the
Trust shall not be required to accept orders for redemption of Shares of a Fund
under this Section 4 if the Trust has suspended redemptions with respect to such
Fund in accordance with Section 22(e) of the Investment Company Act of 1940, as
amended (the "1940 Act").
(g) For the purposes of this Agreement, "business
day" shall mean:
(i) with respect to a Fund that maintains a
net asset value of $1.00 per share, each day that the Boston Federal Reserve
Bank and the New York Stock Exchange are open for business; and
(ii) with respect to all other Funds, each
day that the New York Stock Exchange is open for business.
5. Dividends and Capital Gains Distributions.
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(a) As to each Fund, as soon as practicable after
the announcement of a distribution, Agent shall be notified of the ex-date,
record date, payable date, distribution rate per Share, record date Share
balances and cash and reinvestment payment amounts.
(b) On the payable date, the Trust shall wire the
cash distribution from the appropriate Fund to Agent at NFSC, ABA #000-000-000
Attention: Seven Seas Series Fund, State Street Brokerage Services, Inc.
(c) For each Fund that pays daily dividends, the
Trust shall provide on a daily basis, the following record date information:
daily rate, account share balance, account accrual dividend amount (for that
day), account accrual dividend amount (for period to date), and account
transfers and period-to-date accrual amounts. Such information shall be provided
by facsimile to (000) 000-0000.
(d) For annual tax reporting purposes, the Trust
shall inform Agent of the portion of distributions that include any of the
following: foreign source income, tax exempt income by state of origin, or
return of capital.
6. Preparation and Distribution of Written Materials.
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(a) The Trust shall provide Agent with a master
copy of each Fund's Prospectus and Statement of Additional Information ("SAI")
offering Shares. As soon as practicable following the filing under the
Securities Act of 1933, as amended, of an amendment to the Trust's Registration
Statement or a definitive Prospectus or SAI of any Fund or a supplement to the
Prospectus or SAI of any Fund, the Trust shall provide a master copy of the
Prospectus and
SAI of each Fund affected by the amendment or a copy of such supplement.
Agent shall not be responsible for the preparing or filing with any
governmental authority any Registration Statement, Prospectus, SAI or Supplement
for the Trust or any Fund. However, upon request by the Trust or any of the
Trust's service providers, Agent shall timely provide information necessary for
the Trust or any of the Trust's service providers to: (i) prepare and file any
of the written materials mentioned in this Section 6 or (ii) otherwise comply
with applicable law regarding the Trust.
(b) Agent shall be responsible for preparing a
"wrapper" for the Prospectus of each Fund, which shall inform the Customer
regarding the manner in which Shares may be purchased and redeemed and any
additional information necessary to inform Customers of the services being
provided by Agent and the fees received by Agent therefor. Agent also shall be
responsible for preparing any additional advertising materials that Agent wishes
to distribute to Customers. Agent shall not effect a purchase of Shares for any
Customer unless and until the Customer has received a copy of the relevant
Prospectus (including any supplement) and wrapper. Agent shall not distribute to
any Customer or other person any wrapper or other literature advertising the
purchase of Shares until the Agent has provided a copy of such advertisement to
the Trust's administrator (currently, Xxxxx Xxxxxxx Investment Management
Company ("FRIMCo")) and received written authorization from FRIMCo to distribute
the advertisement. Agent shall not be responsible for filing wrappers and other
advertising literature with the NASD. Agent shall be responsible for and bear
the cost of reproducing Prospectuses, SAIs, supplements, wrappers and all
advertising materials for Customers and potential Customers.
(c) Agent shall timely provide copies of the
following materials to Customers: proxy statements, annual reports and
semi-annual reports. At no expense to Agent, the Trust shall provide Agent with
as many copies of such materials as Agent may reasonably request. Such materials
shall be sent to Agent at the following address: State Street Brokerage
Services, Inc., Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx, Xxxxxx, XX 00000 Attention:
Xxxxxxxx Xxxx.
7. Compliance with Blue Sky Laws. Agent will only place
purchase orders for Shares of a Fund on behalf of Customers whose addresses
recorded on Agent's books are in jurisdictions in which the Trust has notified
Agent in writing that the Shares of the Fund are registered or qualified for
sale under applicable law. Agent shall immediately cease offering Shares of a
Fund in any jurisdiction where the Trust notifies Agent in writing that the
Fund's registration or qualification has terminated or if the Trust otherwise
wishes Agent to cease offering Shares of such Fund in such jurisdiction. Agent
shall furnish the Trust or its designee with monthly written statements of the
number of Shares of each Fund purchased on behalf of Customers resident in each
jurisdiction.
8. Capacity and Authority to Act. The Agent and its officers,
employees and agents are not authorized to make any representations concerning
the Trust or the Shares to Customers or prospective Customers, excepting only
accurate communication of factual information contained in the then-current
Prospectus and SAI offering Shares of the relevant Fund or such other
communications as may be expressly authorized by the Trust. In performing its
services under this Agreement, the Agent shall act as agent for the Customer and
shall have no authority to act as agent for the Trust. Upon request by the
Trust, the Agent shall provide the Trust with copies of any materials which are
generally circulated by the Agent to its Customers or prospective Customers. The
Agent and its officers and employees shall be available during
normal business hours to consult with the Trust and the Trust's other service
providers concerning the performance of the Agent's responsibilities under this
Agreement.
9. Use of the Trust's Name. The Agent shall not use the name
of the Trust (other than for internal use in connection with performing its
duties under this agreement) in a manner not approved by the Trust prior thereto
in writing; provided, however, that the approval of the Trust shall not be
required for the use of the Trust's name or the name of any Fund in connection
with communications permitted by Section 8 hereof or for any use of the Trust's
name or the name of any Fund which merely refers accurately to the Agent's role
hereunder or which is required by the Securities and Exchange Commission or any
state securities authority or any other appropriate regulatory, governmental or
judicial authority' provided, further, that in no event shall such approval be
unreasonably withheld or delayed.
10. Use of the Agent's Name. The Trust shall not use the name
of the Agent in any prospectus, sales literature or other material relating to
the Trust in a manner not approved by the Agent prior thereto in writing;
provided, however, that the approval of the Agent shall not be required for any
use of its name which merely refers accurately to its appointment hereunder or
which is required by the Securities and Exchange Commission or any state
securities authority or any other appropriate regulatory, governmental or
judicial authority; provided, further, that in no event shall such approval be
unreasonably withheld or delayed.
11. Security. The Agent represents and warrants that, to the
best of its knowledge, the various procedures and systems which it has
implemented (including provision for twenty-four hours a day restricted access)
with regard to safeguarding from loss or damage attributable to fire, theft or
any other cause the Agent'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 in its judgment are
required for the secure performance of its obligations hereunder. From time to
time and upon request, Agent shall permit the Trust or its designees to make a
reasonable inspection of Agent's security systems and procedures.
12. Compliance with Laws; Etc. The Agent shall comply with all
applicable federal and state laws and regulations, including securities laws.
The Agent represents and warrants to the Trust that the performance of all its
obligations hereunder will comply with all applicable laws and regulations, the
provisions of its charter documents and by-laws and all material contractual
obligations binding upon the Agent. The Agent furthermore undertakes that it
will promptly inform the Trust of any change in applicable laws or regulations
(or interpretations thereof) or in its charter or by-laws or material contracts
which would prevent or impair full performance of any of its obligations
hereunder.
13. Reports. To the extent requested by the Trust from time to
time, the Agent agrees that it will provide the Trust with a written report of
the amounts expended by the Agent pursuant to this Agreement and the purposes
for which such expenditures were made. Such written reports shall be in a form
satisfactory to the Trust and shall supply all information necessary for the
Trust to discharge its responsibilities under applicable laws and regulations.
14. Record Keeping; Reporting.
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(a) Section 31(a), Etc. The Agent shall maintain
records in a form acceptable to the Trust and in compliance with applicable laws
and the rules and regulations of the Securities and Exchange Commission,
including, but not limited to, the record-keeping requirements of Section 31(a)
of the 1940 Act and the rules thereunder. Such records shall be deemed to be the
property of the Trust and will be made available, at the Trust's request, for
inspection and use by the Trust representatives of the Trust and governmental
authorities. Agent shall permit the Trust and the Trust's other service
providers reasonable access to such information when necessary for the Trust or
any such person to comply with applicable law. In such case, the Trust shall
cause such information to remain confidential and shall not permit such
information to be used by any party or disclosed to any additional party except
with Agent's written consent or as required by applicable law or judicial
process. The Agent agrees that, for so long as it retains any records of the
Trust, it will meet all reporting requirements pursuant to the 1940 Act with
respect to such records. The record-keeping obligations imposed in this Section
14(a) shall survive the termination of this Agreement.
(b) Reporting of Payments. From time to time, and
upon reasonable notice from the Trust, the Agent shall provide the Trust a
written accounting of all payments that the Agent receives under this Agreement.
(c) Transfer of Customer Data. In the event this
Agreement is terminated or a successor to the Agent is appointed, the Agent
shall, at the expense of the Trust, transfer to such designee as the Trust may
direct a certified list of the shareholders of the Trust serviced by the Agent
(with name, address and tax identification or Social Security number), a
complete record of the account of each such shareholder and the status thereof,
and all other relevant books, records, correspondence and other data established
or maintained by the Agent under this Agreement. In the event this Agreement is
terminated, the Agent will use its best efforts to cooperate in the orderly
transfer of such duties and responsibilities, including assistance in the
establishment of books, records and other data by the successor.
15. Force Majeure. The Agent shall not be liable or
responsible for delays or errors by reason of circumstances beyond its control,
including, but not limited to, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdown, flood or
catastrophe, Acts of God, insurrection, war, riots or failure of communication
or power supply.
16. Indemnity.
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(a) Indemnification of the Trust. The Agent shall
indemnify and hold the Trust harmless from and against any and all losses,
claims, damages, liabilities and expenses incurred by the Trust and resulting
from any Claim brought against the Trust and resulting from (i) the bad faith or
negligence of the Agent, its officers, employees or agents, or (ii) any breach
of its obligations under this Agreement or applicable law by the Agent, its
officers, employees or agents, or (iii) any false or misleading statement
contained in any communication by the Agent to any Customer or prospective
Customer not prepared by or expressly authorized by the Trust for use of the
Agent.
In any case in which the Agent may be asked to
indemnify or hold the Trust harmless, the Agent shall be advised of all
pertinent facts concerning the situation in question and the Trust shall use
reasonable care to identify and notify the Agent promptly concerning any
situation which presents or appears likely to present a claim for
indemnification against the Agent. The Agent shall have the option to defend the
Trust against any Claim which may be the subject of indemnification hereunder.
In the event that the Agent elects to defend against such Claim, the defense
shall be conducted by counsel chosen by the Agent and satisfactory to the Trust.
The Trust may retain additional counsel at its expense. Except with the prior
written consent of the agent, the Trust shall not confess any Claim or make any
compromise in any case in which the Agent will be asked to indemnify the Trust.
(b) Indemnification of the Agent. The Trust shall
indemnify, defend and hold Agent, its officers and directors, employees, any
persons who may be deemed to be a controlling person of any of them, free and
harmless from and against any and all losses, claims, damages, liability and
expenses (including the cost of investigating or defending such losses, claims,
demands or liabilities and any court costs and attorney's fees in connection
therewith), whether joint or several, to which any such person may become
subject insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) arise out of or are based upon: (i) any breach of
any representation, warranty or covenants made by the Trust in this Agreement,
or (ii) any failure by the Trust to perform its obligations under this
Agreement, or (iii) any untrue statement, or alleged untrue statement of a
material fact including, without limitation, any such statement or omission made
in the Trust's Registration Statement or any Fund's Prospectus or SAI, or
arising out of or based upon any omission, or alleged omission, to state a
material fact required to be stated in either the Registration Statement or any
Prospectus, or necessary to make the statements in any thereof not misleading;
provided, however, that the Trust's agreement to indemnify such persons shall
not be deemed to cover any losses, claims, demands, liabilities or expenses
arising out of any untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement or any Prospectus or SAI in
reliance upon and in conformity with information furnished to the Trust, or
FRIMCo by Agent specifically for use in the preparation thereof.
In any case in which the Trust may be asked to
indemnify or hold the Agent harmless, the Trust shall be advised of all
pertinent facts concerning the situation in question and the Agent shall use
reasonable care to identify and notify the Trust promptly concerning any
situation which presents or appears likely to present a claim for
indemnification against the Trust. The Trust shall have the option to defend the
Agent against any claim which may be the subject of indemnification hereunder.
In the event that the Trust elects to defend against such claim the defense
shall be conducted by counsel chosen by the Trust and satisfactory to the Agent.
The Agent may retain additional counsel at its expense. Except with the prior
written consent of the Trust, the Agent shall not confess any claim or make any
compromise in any case in which the Trust will be asked to indemnify the Agent.
(c) Survival of Indemnities. The indemnities
granted by the parties in this Section 16 shall survive the termination of this
Agreement.
17. Insurance. The Agent shall maintain reasonable insurance
coverage against any and all liabilities which may arise in connection with the
performance of its duties hereunder. Upon request, Agent shall produce
certificates of coverage satisfactory to the Trust demonstrating compliance with
this Section 17.
18. Notices. All notices or other communications hereunder to
either party shall be in writing and shall be deemed sufficient if mailed to
such party at the address of such party set forth in the preamble of this
Agreement or at such other address as such party may have designated by written
notice to the other.
19. Further Assurances. Each party agrees to perform such
further acts and execute such further documents as are necessary to effectuate
the purposes hereof.
20. Termination. This Agreement may be terminated by either
party, without the payment of any penalty, by the Trust at any time upon not
more than 60 days' nor less than 30 days' notice, by a vote of a majority of the
Board of Trustees of the Trust who are not "interested persons" of the Trust (as
defined in the 0000 Xxx) and have no direct or indirect financial interest in
the operation of any Plan of Distribution pursuant to Rule 12b-1 to which this
Agreement is related (a "Plan"), this Agreement or any other agreement related
to any such Plan (the "Qualified Trustees"), or (as to a particular Fund) by the
affirmative vote of the holders of a majority of the outstanding Shares (as
defined in the 0000 Xxx) of the Fund. The Agent may terminate this Agreement
upon not more than 60 days' nor less than 30 days' notice to the Trust.
Notwithstanding anything herein to the contrary, this Agreement may not be
assigned and shall terminate automatically without notice to either party upon
any assignment. Upon termination hereof, the Trust shall pay such compensation
as may be due the Agent as of the date of such termination. Upon and following
termination the parties shall take such steps as may be necessary or expedient
for the parties and the Trust to comply with applicable law.
21. Changes; Amendments. This Agreement may be changed or
amended only by written instrument signed by both parties.
22. Limitation of Liability. The First Amended and Restated
Master Trust Agreement, dated October 13, 1993 (the "Master Trust Agreement"),
as amended from time to time, establishing the Trust, which is hereby referred
to and a copy of which is on file with the Secretary of The Commonwealth of
Massachusetts, provides that the name The Seven Seas Series
Fund means the Trustees from time to time serving (as Trustees but not
personally) under said Master Trust Agreement. It is expressly acknowledged and
agreed that any and all obligations of the Trust hereunder shall not be binding
upon any of the Shareholders, Trustees, officers, employees or agents of the
Trust, personally, but shall bind only the trust property of the Trust, as
provided in its Master Trust Agreement. The execution and delivery of this
Agreement have been authorized by the Trustees of the Trust and signed by an
officer of the Trust, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust as provided in
its Master Trust Agreement.
23. Miscellaneous. This Agreement shall be construed and
enforced in accordance with and governed by the laws of The Commonwealth of
Massachusetts. 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. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument.
24. Continuation. Unless sooner terminated pursuant to Section
20 hereof, this Agreement shall continue in effect with respect to each Fund
subsequent to the initial terms specified herein for so long as such continuance
is specifically approved at least annually by votes of a majority of both (i)
the Board of Trustees of the Trust, and (ii) the Qualified Trustees, cast in
person at a meeting called for the purpose of voting on this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first set forth above.
TRUST: AGENT:
The Seven Seas Series Fund State Street Brokerage Services, Inc.
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxx
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Xxxx X. Xxxxxxxx Its: President
President --------------------
AMENDMENT NO. 1 TO THE
SHAREHOLDER SERVICING AGREEMENT
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AGREEMENT made by and between The Seven Seas Series Fund (the "Trust")
and State Street Brokerage Services, Inc. (the "Agent").
WHEREAS, the Trust and the Agent are parties to a Shareholder Servicing
Agreement (the "Agreement") dated July 17, 1995, pursuant to which Agent shall
serve as shareholder servicing agent for shareholders of Trust that are
customers of State Street Brokerage Services;
WHEREAS, the Trust and Agent desire to amend the Agreement to remove
the fee of 17.5 basis points payable by the Trust to the Agent for servicing
shares of The Seven Seas Series S&P 500 Index Fund (the "Fund"). There would be
no fee payable for servicing shares of the Fund, said amendment to be
retroactive to July 17, 1995.
NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Trust and the Agent hereby amend Section 3(a) of the Agreement to
read in its entirety as follows:
3. Fees.
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(a) Fees from the Trust. In consideration for the
services described in Section 2 hereof, the Trust shall pay
the Agent a fee in the amount of .175 of 1% of the average
daily value of all shares of the Trust owned by Customers.
Said fee is not applicable to shares of The Seven Seas Series
S&P 500 Index Fund, for which no fee shall be paid. All fees
shall be paid monthly in arrears.
Except as specifically superseded or modified herein, the terms and provisions
of the Agreement shall continue to apply with full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument o be
executed in its name and behalf by its duly authorized representative as of the
23rd day of January, 1996.
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, President and
Fund Treasurer
STATE STREET BANK AND TRUST COMPANY
By: /s/Xxxxxxx X. Xxxxxxx
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Its: Senior Vice President
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AMENDMENT NO. 2 TO THE
SHAREHOLDER SERVICING AGREEMENT
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AGREEMENT made by and between The Seven Seas Series Fund (the "Trust")
and State Street Brokerage Services, Inc. (the "Agent").
WHEREAS, the Trust and the Agent are parties to a Shareholder Servicing
Agreement (the "Agreement") dated July 17, 1995, as amended, pursuant to which
Agent shall serve as shareholder servicing agent for shareholders of Trust that
are customers of Agent;
WHEREAS, the Trust and Agent desire to amend the Agreement to provide
for purchase and redemption requests received prior to 4:00 p.m. and transmitted
to the Transfer Agent by 9:00 a.m. on the next succeeding business day to
receive the request date's dividend as opposed to the transmittal date's
dividend;
WHEREAS, the Trust and Agent desire further to amend the Agreement so
that Funds which have daily dividends but which are priced only once a day will
receive dividends in accordance with the Fund's prospectus;
WHEREAS, the Trust and Agent desire to amend the indemnification
language in the Agreement;
NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Trust and the Agent hereby amend certain subsections of Section 4
and Section 15(b) of the Agreement to read as follows:
1. Delete Section 4(b) of the Agreement in its entirety and insert the
following Section 4(b):
(b) For each business day on which any Customer
places with Agent a purchase or redemption order for Shares of a Fund, Agent
shall aggregate all such purchase orders and aggregate all such redemption
orders and communicate to Transfer Agent, by facsimile or, where feasible, by
direct or indirect systems access, an aggregate purchase order and an aggregate
redemption order for each omnibus account. To be effective on the date received,
all orders must:
(i) be received by Agent prior to 4:00 p.m.
Eastern time and transmitted to Transfer Agent prior to 9:00 a.m. Eastern time
on the next succeeding business day; and
(ii) in the case of a purchase order,
federal funds in the amount of the purchase order must be received by Transfer
Agent prior to 4:00 p.m. Eastern time on the next succeeding business day. Funds
should be wired to National Financial Services Corporation ("NFSC") ABA
#000-000-000, Attention: The Seven Seas Series Fund, State Street Brokerage
Services, Inc.
2. Delete Section 4(d) of the Agreement in its entirety and insert the
following Section 4(d):
(d) In the case of a redemption order, federal funds
in the amount of the redemption order shall be wired by 4:00 p.m. Eastern time
on the next succeeding business day to National Financial Services Corporation
at ABA #000-000-000, attention: Seven Seas Series Fund, State Street Brokerage
Services, Inc. Each party shall bear the cost of any wire transfer that it
sends.
3. Delete the first paragraph of Section 16(a) of the Agreement in its
entirety and insert the following:
(a) Indemnification of the Trust. The Agent shall
indemnify and hold the Trust, its officers and Trustees and any person who may
be deemed a controlling person of any of them, harmless from and against any and
all losses, claims, damages, liabilities and expenses incurred by the Trust and
resulting from any Claim brought against the Trust and resulting from (i) the
bad faith or negligence of the Agent, its officers, employees or agents, or (ii)
any breach of its obligations under this Agreement or applicable law by the
Agent, its officers, employees or agents, or (iii) any false or misleading
statement contained in any communication by the Agent to any Customer or
prospective Customer not prepared by or expressly authorized by the Trust for
use of the Agent.
4. Delete the first paragraph of Section 16(b) of the Agreement in its
entirety and insert the following:
(b) Indemnification of the Agent. The Trust shall
indemnify and hold the Agent, its officers and directors, employees, and any
persons who may be deemed to be a controlling person of any of them, harmless
from and against any and all losses, claims, damages, liabilities and expenses
incurred by the Agent and resulting from any Claim brought against the Agent and
resulting from (i) the bad faith or negligence of the Trust, its officers,
employees or agents, or (ii) any breach of its obligations under this Agreement
or applicable law by the Trust, its officers, employees or agents, or (iii) any
untrue statement, or alleged untrue statement of a material fact including,
without limitation, any such statement or omission made in the Trust's
Registration Statement or any Fund's Prospectus or SAI, or arising out of or
based upon any omission, or alleged omission, to state a material fact required
to be stated in either the Registration Statement or any Prospectus, or
necessary to make the statements in any thereof not misleading; provided,
however, that the Trust's agreement to indemnify such persons shall not be
deemed to cover any losses, claims, demands, liabilities or expenses arising out
of any untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement or any Prospectus or SAI in reliance
upon and in conformity with information furnished to the Trust, or FRIMCo, by
Agent specifically for use in the preparation thereof.
Except as specifically superseded or modified herein, the terms and provisions
of the Agreement shall continue to apply with full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative as of
the 3rd day of April, 1996.
THE SEVEN SEAS SERIES FUND
By: /s/ J. Xxxxx Xxxxxxxx
-----------------------------------
J. Xxxxx Xxxxxxxx
Vice President and Secretary
STATE STREET BROKERAGE SERVICES, Inc.
By: /s/ Xxxxxxxx Xxxx
-----------------------------------
Senior Vice President
