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AMENDMENT TO SERVICES AGREEMENT
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THIS AMENDMENT is made as of _____________, 2000 (the "Effective
Date"), by and between PFPC INC. (f/k/a First Data Investor Services Group,
Inc.) ("PFPC"), a Massachusetts corporation and Metropolitan West Funds, a
Delaware business trust (the "Fund").
Recitals
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WHEREAS, the Fund is a registered investment company for which PFPC
provides administration, fund accounting, custody administration, transfer
agent, dividend disbursing agent and other agent services pursuant to a Services
Agreement, dated March 31, 1999, as amended to date (the "Agreement").
WHEREAS, in addition to the services described in the Agreement, the
Fund desires that PFPC provide the Fund's service providers with Internet access
to certain fund portfolio data using PFPC DataStation ("DataStation"), all in
accordance with the terms of this Amendment; and
WHEREAS, the Fund and PFPC desire to amend the Agreement to provide for
such services and corresponding fees.
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, PFPC and the Fund, intending to be legally bound hereby,
agree as follows.
1. AMENDMENTS TO THE AGREEMENT.
(a) All references to "First Data Investor Services Group, Inc." and
"Investor Services Group" are hereby deleted and replaced by "PFPC Inc." and
"PFPC" respectively.
(b) The Agreement is hereby amended to add a Section 3.1(e) to Article
3, which shall read in full as follows:
"3.1(e) PFPC DATASTATION ACCESS SERVICES. PFPC shall provide
to the Fund the DataStation Internet access accounting
services as set forth on Schedule B attached hereto and made a
part hereof, as such Schedule B may be amended from time to
time. Persons who are Fund "Authorized Persons" to access
DataStation are set forth on Exhibit A attached hereto and
made a part hereof, as such Exhibit A may be amended from time
to time."
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(c) Article 11 of the Agreement is hereby amended by adding at the
end thereof a new Section 11.5, which shall read in its
entirety as follows:
"11.5 The Fund acknowledges that the Internet is an "open,"
publicly accessible network and not under the control
of any party. PFPC's provision of Services is
dependent upon the proper functioning of the Internet
and services provided by telecommunications carriers,
firewall providers, encryption system developers and
others. The Fund agrees that PFPC shall not be liable
in any respect for the actions or omissions of any
third party wrongdoers (i.e., hackers not employed by
such party or its affiliates) or of any third parties
involved in the Services and shall not be liable in
any respect for the selection of any such third
party, unless that selection constitutes a breach of
PFPC's standard of care above."
(d) Schedule A to the Agreement is hereby deleted and replaced with the
attached Schedule A.
(e) Schedule B to the Agreement is hereby deleted and replaced with the
attached Schedule B.
(f) Schedule C to the Agreement is hereby deleted and replaced with the
attached Schedule C.
(g) The attached Exhibit A is hereby added to the Agreement.
2. MISCELLANEOUS.
(a) Except as specifically amended herein, and except as necessary to
conform to the intention of the parties hereinabove set forth, the Agreement
shall remain unaltered and in full force and effect and is hereby ratified and
confirmed. In the event of a conflict between the terms hereof and the Agreement
this Amendment shall control.
(b) This Amendment, together with its Schedules, constitutes the
complete understanding and agreement of the parties with respect to the subject
matter hereof and supercedes all prior communications with respect thereto.
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IN WITNESS WHEREOF, the parties hereto have set their hands by their
duly authorized representatives as of the year and date first above indicated.
METROPOLITAN WEST FUNDS
By:
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Name:
Title:
PFPC INC. (f/k/a First Data Investor Services Group, Inc.)
By:
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Name:
Title:
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SCHEDULE A
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LIST OF PORTFOLIOS
Metropolitan West Total Return Bond Fund (Class M / Class I)
Metropolitan West Low Duration Bond Fund (Class M / Class I)
Metropolitan West Alpha Trak 500 Fund
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SCHEDULE B
DUTIES OF PFPC
I. TRANSFER AGENCY SERVICES
(a) SHAREHOLDER INFORMATION. PFPC shall maintain a record of the number
of Shares held by each Shareholder of record which shall include name, address,
taxpayer identification and which shall indicate whether such Shares are held in
certificates or uncertificated form.
(b) SHAREHOLDER SERVICES. PFPC shall respond as appropriate to all
inquiries and communications from Shareholders relating to Shareholder accounts
with respect to its duties hereunder and as may be from time to time mutually
agreed upon between PFPC and the Fund.
(c) SHARE CERTIFICATES. (Applicable only if the Fund issues share
certificates)
- At the expense of the Fund, the Fund shall supply PFPC with an
adequate supply of blank share certificates to meet PFPC
requirements therefor. Such Share certificates shall be properly
signed by facsimile. The Fund agrees that, notwithstanding the
death, resignation, or removal of any officer of the Fund whose
signature appears on such certificates, PFPC or its agent may
continue to countersign certificates which bear such signatures
until otherwise directed by Written Instructions.
- PFPC shall issue replacement Share certificates in lieu of
certificates which have been lost, stolen or destroyed, upon
receipt by PFPC of properly executed affidavits and lost
certificate bonds, in form satisfactory to PFPC, with the Fund and
PFPC as obligees under the bond.
- PFPC shall also maintain a record of each certificate issued, the
number of Shares represented thereby and the Shareholder of
record. With respect to Shares held in open accounts or
uncertificated form (i.e., no certificate being issued with
respect thereto) PFPC shall maintain comparable records of the
Shareholders thereof, including their names, addresses and
taxpayer identification. PFPC shall further maintain a stop
transfer record on lost and/or replaced certificates.
(d) MAILING COMMUNICATIONS TO SHAREHOLDERS; PROXY MATERIALS. PFPC will
address and mail to Shareholders of the Fund, all reports to Shareholders,
dividend and distribution notices and proxy material for the Fund's meetings of
Shareholders. In connection with meetings of Shareholders, PFPC will prepare
Shareholder lists, mail and certify as to the mailing of proxy materials,
process and tabulate returned proxy cards, report on proxies voted prior to
meetings, act as inspector of election at meetings and certify Shares voted at
meetings.
(e) SALES OF SHARES.
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- PFPC shall not be required to issue any Shares of the Fund where
it has received a Written Instruction from the Fund or official
notice from any appropriate authority that the sale of the Shares
of the Fund has been suspended or discontinued. The existence of
such Written Instructions or such official notice shall be
conclusive evidence of the right of PFPC to rely on such Written
Instructions or official notice.
- In the event that any check or other order for the payment of
money is returned unpaid for any reason, PFPC will endeavor to:
(i) give prompt notice of such return to the Fund or its designee;
(ii) place a stop transfer order against all Shares issued as a
result of such check or order; and (iii) take such actions as PFPC
may from time to time deem appropriate.
(f) TRANSFER AND REPURCHASE.
- PFPC shall process all requests to transfer or redeem Shares in
accordance with the transfer or repurchase procedures set forth in
the Fund's Prospectus.
- PFPC will transfer or repurchase Shares upon receipt of Oral or
Written Instructions or otherwise pursuant to the Prospectus and
Share certificates, if any, properly endorsed for transfer or
redemption, accompanied by such documents as PFPC reasonably may
deem necessary.
- PFPC reserves the right to refuse to transfer or repurchase Shares
until it is satisfied that the endorsement on the instructions is
valid and genuine. PFPC also reserves the right to refuse to
transfer or repurchase Shares until it is satisfied that the
requested transfer or repurchase is legally authorized, and it
shall incur no liability for the refusal, in good faith, to make
transfers or repurchases which PFPC, in its good judgement, deems
improper or unauthorized, or until it is reasonably satisfied that
there is no basis to any claims adverse to such transfer or
repurchase.
- When Shares are redeemed, PFPC shall, upon receipt of the
instructions and documents in proper form, deliver to the
Custodian and the Fund or its designee a notification setting
forth the number of Shares to be repurchased. Such repurchased
shares shall be reflected on appropriate accounts maintained by
PFPC reflecting outstanding Shares of the Fund and Shares
attributed to individual accounts.
- PFPC shall upon receipt of the monies provided to it by the
Custodian for the repurchase of Shares, pay such monies as are
received from the Custodian, all in accordance with the procedures
described in the written instruction received by PFPC from the
Fund.
- PFPC shall not process or effect any repurchase with respect to
Shares of the Fund after receipt by PFPC or its agent of
notification of the suspension of the determination of the net
asset value of the Fund.
(g) DIVIDENDS.
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- Upon the declaration of each dividend and each capital gains
distribution by the Board of Directors of the Fund with respect to
Shares of the Fund, the Fund shall furnish or cause to be
furnished to PFPC Written Instructions setting forth the date of
the declaration of such dividend or distribution, the ex-dividend
date, the date of payment thereof, the record date as of which
Shareholders entitled to payment shall be determined, the amount
payable per Share to the Shareholders of record as of that date,
the total amount payable on the payment date and whether such
dividend or distribution is to be paid in Shares at net asset
value.
- On or before the payment date specified in such resolution of the
Board of Directors, the Fund will provide PFPC with sufficient
cash to make payment to the Shareholders of record as of such
payment date.
- If PFPC does not receive sufficient cash from the Fund to make
total dividend and/or distribution payments to all Shareholders of
the Fund as of the record date, PFPC will, upon notifying the
Fund, withhold payment to all Shareholders of record as of the
record date until sufficient cash is provided to PFPC.
(h) RETIREMENT PLANS. In connection with the individual retirement
account, simplified employee pension plan, rollover individual retirement plan,
educational XXX and XXXX individual retirement account (each hereinafter
referred to as an "XXX" and, collectively, the "IRAs") within the meaning of
Section 408 of the Internal Revenue Code of 1986, as amended (the "Code")
offered by the Fund for which contributions of the Funds' shareholders (the
"Participants") in the IRA's are invested in shares of the Fund, PFPC shall
provide the following administrative services in addition to those services
described herein:
- Establish a record of types and reasons for distributions (i.e.,
attainment of age 59-1/2, disability, death, return of excess
contributions, etc.);
- Record method of distribution requested and/or made;
- Receive and process designation of the beneficiary forms;
- Examine and process requests for direct transfers between
custodians/trustees, transfer and pay over to the successor assets
in the account and records pertaining thereto as requested;
- Prepare any annual reports or returns required to be prepared
and/or filed by a custodian of an XXX, including, but not limited
to, an annual fair market value report, Forms 1099R and 5498 and
file with the IRS and provide to Participant/Beneficiary; and
- Perform applicable federal withholding and send
Participants/Beneficiaries an annual TEFRA notice regarding
required federal tax withholding.
(i) CASH MANAGEMENT SERVICES. Funds received by PFPC in the course of
performing its services hereunder will be held in demand deposit bank accounts
or money market fund accounts in the name of PFPC (or its nominee) as agent for
the Fund. PFPC shall be entitled to retain any excess interest, dividends,
balance credits or fee reductions or other
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concessions or benefits earned or generated by or associated with such accounts
or made available by the institution at which such accounts are maintained after
such benefits are first applied towards banking service fees charged to the Fund
by such institution.
(j) LOST SHAREHOLDERS. PFPC shall perform such services as are required
in order to comply with Rules 17a-24 and 17Ad-17 of the 34 Act (the Lost
Shareholder Rules"), including, but not limited to those set forth below. PFPC
may, in its sole discretion, use the services of a third party to perform the
some or all such services.
- documentation of electronic search policies and procedures;
- execution of required searches;
- creation and mailing of confirmation letters;
- taking receipt of returned verification forms;
- providing confirmed address corrections in batch via
electronic media;;
- tracking results and maintaining data sufficient to comply with the
Lost Shareholder Rules; and
- preparation and submission of data required under the Lost Shareholder
Rules.
(k) MISCELLANEOUS. In addition to and neither in lieu nor in
contravention of the services set forth above, PFPC shall: (i) perform all the
customary services of a transfer agent, registrar, dividend disbursing agent and
agent of the dividend reinvestment and cash purchase plan as described herein
consistent with those requirements in effect as at the date of this Agreement.
The detailed definition, frequency, limitations and associated costs (if any)
set out in the attached fee schedule, include but are not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting lists,
mailing proxies, tabulating proxies, mailing Shareholder reports to current
Shareholders, withholding taxes on U.S. resident and non-resident alien accounts
where applicable, 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.
II. ADMINISTRATION SERVICES
(a) Maintaining office facilities (which may be in the offices of PFPC
or a corporate affiliate) and furnishing corporate officers for the Fund;
(b) Furnishing data processing services, clerical services, and
executive and administrative services and standard stationery and office
supplies;
(c) Performing the following functions:
- Expense Accrual Monitoring
- Determination of Dividends
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- Preparation materials for review by the Board, e.g., Rules 2a-7,10f-3,
17a-7, 17e-1 and 144A
- Creation of expense pro formas for new Portfolios/classes
- Reporting to investment company reporting agencies (i.e., Lipper)
- Monitor each Portfolio's status as a regulated investment company under
Sub-Chapter M of the Internal Revenue Code of 1986, as amended
(d) Preparing reports to the Fund's Shareholders and the SEC including,
but not necessarily limited to, Annual Reports and Semi-Annual Reports on Form
N-SAR;
(e) Provide shareholder tax information to the Fund's transfer agent;
(f) Assisting the Adviser, at the Adviser's request, in monitoring and
developing compliance procedures for the Fund which will include, among other
matters, procedures to assist the Adviser in monitoring compliance with each
Portfolio's investment objective, policies, restrictions, tax matters and
applicable laws and regulations;
(g) Monitor the Fund's compliance with amounts and conditions of each
state qualification.
(h) Performing corporate secretarial services and regulatory
administration including the following:
- Assist in maintaining corporate records and good standing status of
Fund in its state of organization
- Develop and maintain calendar of annual and quarterly board approvals
and regulatory filings
- Prepare notice, agenda, memoranda, resolutions and background materials
for legal approvals at quarterly board meetings and committee meetings;
attend meetings; make presentations where appropriate; prepare minutes;
follow up on issues
- Prepare and file annual Post-Effective Amendment
- Prepare and file via XXXXX Rule 24f-2 Notice
- Review and file via XXXXX Form N-SAR
- Prepare and file Annual and Semi-Annual Financial Reports
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- Communicate significant regulatory or legislative developments to Fund
management and directors and provide related planning assistance where
needed
- Maintain effective communication with outside counsel and review legal
bills of outside counsel
- Coordinate the printing and mailing process with outside printers for
required shareholder communications
- Arrange D&O/E&O insurance and fidelity bond coverage for Fund
- Provide Fund documentation required in connection with SEC audits
(i) Performing, in accordance with the Written Instructions of the
Fund, the following Special Regulatory Services in accordance with the pricing
structure listed on the Fee Schedule attached to this Agreement as Schedule C:
- Assist in new Portfolio start-up (to the extent requested)
Coordinate time and responsibility schedules Prepare Fund
corporate documents (MTA/by-laws)
Draft/file registration statement (including investment
objectives/policies and prospectuses)
Respond to and negotiate SEC comments
Draft notice, agenda and resolutions for organizational
meeting; attend board meeting; make presentations where
appropriate; prepare minutes and follow up on issues
- Assist in developing compliance guidelines and procedures to improve
overall compliance by Fund and service providers
- Prepare notice, agenda and background materials for special board
meetings, make presentations where appropriate, prepare minutes and
follow up on issues
- Assist in the preparation of proxy material for special meetings
(including fund merger documents)
- Prepare Post-Effective Amendments for special purposes (e.g., new funds
or classes, changes in advisory relationships, mergers, restructurings)
- Prepare special Prospectus supplements where needed
- Assist in extraordinary non-recurring projects, including providing
consultative services, e.g.,
Arrange CDSC financial programs
Profile prospectuses
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Exemptive order applications
III. FUND ACCOUNTING SERVICES
(a) Performing fund accounting and bookkeeping services (including the
maintenance of such accounts, books and records of the Fund as may be required
by Section 31(a) of the 0000 Xxx) as follows:
- Standard Daily, Weekly, and Monthly Reporting
- Portfolio and General Ledger Accounting
- Daily Valuation of all Portfolio Securities
- Daily Valuation and NAV Calculation
- Comparison of NAV to market movement
- Review research of price tolerance/fluctuation report to market
movements and events
- Research of items appearing on the price exception report
- Weekly cost monitoring along with market-to-market valuations in
accordance with Rule 2a-7
- Security trade processing
- Daily cash and monthly position reconciliation with the custodian bank
- Daily reporting of NAV and distribution rate information to the Fund
and Transfer Agent
- Daily calculation of Portfolio adviser fees and waivers
- Daily calculation of distribution rates
- Daily cash availability
- Monitor and research aged receivables
- Monitor and report on aged income items and reclaims
- Update NASDAQ reporting
- Daily maintenance of each Portfolio's general ledger including expense
accruals
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- Calculation of 30-day SEC yields and total returns
- Preparation of month-end reconciliation package
- Monthly reconciliation of Portfolio expense records
- Preparation of annual and semi-annual audit work papers
(b) PFPC DataStation Access Fund Accounting Services
PFPC SERVICES
- Provide Internet access to PFPC DataStation ("DataStation") at
xxx.xxxxxxxxxxxxxxx.xxx (the "Site") for Fund portfolio data otherwise
supplied by PFPC to Fund service providers via other electronic and
manual methods (the "Services"). Types of information to be provided on
the Site include: (i) data relating to portfolio securities, (ii)
general ledger balances, and (iii) net asset value-related data (NAV
and net asset, distribution and yield detail).
- Supply each of the Authorized Persons specified on Exhibit A as
permissible users of Datastation (the "Users") with a logon ID and
Password.
- Provide to Users access to the information listed in (a) above using
standard inquiry tools and reports. Users will be able to modify
standard inquiries to develop user-defined inquiry tools; however, PFPC
will review computer costs for running user-defined inquiries and may
assess surcharges for those requiring excessive hardware resources. In
addition, costs for developing custom reports or enhancements are not
included in the fees set forth in Schedule C and will be negotiated and
billed separately.
- Utilize a form of encryption that is generally available to the public
in the U.S. for standard Internet browsers and establish, monitor and
verify firewalls and other security features (commercially reasonable
for this type of information and these types of users) and exercise
commercially reasonable efforts to attempt to maintain the security and
integrity of the Site; and
- Monitor the telephone lines involved in providing the Services and
inform the Fund promptly of any malfunctions or service interruptions.
DUTIES OF THE FUND AND THE USERS
- Provide and maintain a web browser supporting Secure Sockets Layer
128-bit encryption; and
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- Keep logon IDs and passwords confidential and notify PFPC immediately
in the event that a logon ID or password is lost, stolen or if you have
reason to believe that the logon ID and password are being used by an
unauthorized person.
The Fund acknowledges that it and the Users are prohibited from using any Data
in any way not authorized by PFPC. The Fund further acknowledges that it and the
Users are prohibited from using any Data for purposes of updating a security
master. The Fund agrees that PFPC's suppliers of Data are third-party
beneficiaries to this express prohibition and that any such Data supplier may
bring suit on its own behalf to enforce this express prohibition.
IV. CUSTODY ADMINISTRATION SERVICES
Performing custody administration services as follows:
- Assign a custody administrator to accept, control and process the
Fund's daily portfolio transactions through direct computer link with
the Custodian
- Match and review DTC eligible ID's and trade information with the
Fund's instructions for accuracy and coordinating with the Custodian
and the Fund's accounting agent for recording and affirmation
processing with the depository
- Systematically settle all depository eligible issues. Transactions
requiring physical delivery will be settled through the Custodian's New
York office.
- Assist the Fund in placing cash management trades through the
Custodian, such as commercial paper, CD's and repurchase agreements
- Provide the Adviser with daily custodian statements reflecting all
prior day cash activity on behalf of each Portfolio by 8:30 a.m.
Eastern time. Complete description of any posting, inclusive of
Sedol/CUSIP numbers, interest/dividend payment date, capital stock
details, expense authorizations, beginning/ending cash balances, etc.,
will be provided by the Custodian's reports or systems.
- Provide monthly activity statements combining both cash changes and
security trades, and a full portfolio listing.
- Communicate to the Fund on any corporate actions, capital changes and
interest rate changes supported by appropriate supplemental reports
received from the Custodian. Follow-up will be made with the Custodian
to ensure all necessary actions and/or paperwork is complete.
- Coordinate and resolve unsettled dividends, interest, paydowns and
capital changes. Assist in resolution of failed transactions and any
settlement problems.
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- Provide automated mortgage-backed processing through the Custodian
- Provide broker interface ensuring trade settlement with failed trade
follow-up
- Provide the Fund's auditor's with trade documentation to help expedite
the Fund's audit
V. TAX RETURN SERVICES
PFPC shall prepare and file 1120 RIC returns and federal excise tax
returns for each Fund.
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SCHEDULE C
FEE SCHEDULE
I. STANDARD FEES AND CHARGES:
A. Fund Administration (1/12th payable monthly)
.0015 On the First $ 50 Million of Average Daily Net Assets
.0010 On the Next $ 50 Million of Average Daily Net Assets
.0005 Over $100 Million of Average Daily Net Assets
The above fee schedule is applicable to TOTAL NET ASSETS of all
Portfolios within a group. Annual minimum fees are $55,000 for the
first Portfolio, $12,000 for each additional domestic Portfolio or
class.
Accounting and Administration
Multiple Class Fee: $2,000 per month per additional class, per
Portfolio
PFPC will provide the Funds with a $1,000 per quarter credit for
out-of-pocket expenses.
B. TRANSFER AGENCY AND SHAREHOLDER SERVICES
1. TRANSFER AGENT AND SHAREHOLDER SERVICES: (1/12th payable monthly)
$20.00 per account per year per portfolio
Minimum monthly fee - $1,500 per each class/portfolio
2. IRA'S, 403(B) PLANS, DEFINED CONTRIBUTION/BENEFIT PLANS:
Annual Maintenance Fee - $12.00 per account per year
(Normally charged to participants)
3. FULFILLMENT SERVICES:
$10.00 per inquiry
No minimums
4. LOST SHAREHOLDER SEARCH/REPORTING: $2.75 per account search*
* The per account search fee shall be waived until June 2000
so long as the Fund retains Xxxxx Tracers, Inc. ("KTI") to
provide the Fund with KTI's "In-Depth Research Program"
services.
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C. FUND ACCOUNTING AND PORTFOLIO VALUATION FEES
1. ANNUAL FEE SCHEDULE PER DOMESTIC PORTFOLIO: U.S. Dollar Denominated
Securities only (1/12th payable monthly)
$25,000 Minimum to $ 20 Million of Average Daily Net Assets
.0003 On Next $ 30 Million of Average Daily Net Assets
.0002 On Next $ 50 Million of Average Daily Net Assets
.0001 Over $100 Million of Average Daily Net Assets
2. PRICING SERVICES QUOTATION FEE
Specific costs will be identified based upon options selected by the
Portfolio and will be billed quarterly. The cost of a price used for
a security held in more than one Portfolio shall be shared among the
relevant Portfolios.
FUTURES AND CURRENCY FORWARD CONTRACTS $2.00 per Issue per Day
3. ACCOUNTING MONTHLY USE AND ACCESS FEES - PFPC DATASTATION PFPC shall
be entitled to the following fee for the DataStation Services
described in Schedule B: $110.00 per month per portfolio for the
three existing portfolios. Monthly fees for portfolios beyond the
first three will be negotiated separately. Fees do not include
access to automated portfolio compliance module (currently under
development) or any other applications appended to the core
application. Fees for any such modules will be billed additionally.
Fees for the development of customized functions or reporting will
be negotiated and billed separately.
4. SEC YIELD CALCULATIONS: (if applicable) (1/12 payable monthly)
Provide up to 12 reports per year to reflect the yield calculation
for non-money market funds required by the SEC, $1,000 per year per
Portfolio. For multiple class Portfolios, $1,000 per year per class.
Daily SEC yield reporting is available at $3,000 per year per
Portfolio. (US dollar denominated securities only).
5. ADDITIONAL SERVICES
To the extent the Portfolios commence using investment techniques
such as Security Lending, Swaps, Leveraging, Short Sales,
Derivatives, Precious Metals, or foreign (non-U.S.D.) securities and
currency, additional fees will apply. Activities of a non-recurring
nature such as shareholder in-kinds, fund consolidations, mergers or
reorganizations will be subject to negotiation. Any
additional/enhanced services, programming requests, or reports will
be quoted upon request.
D. CUSTODY AGENCY AND ADMINISTRATION FEE
1. DOMESTIC SECURITIES AND ADRs PER PORTFOLIO : (1/12th payable monthly)
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U.S. Dollar Denominated Securities only
.0002 On First $50 Million of Average Daily Net Assets
.00015 On the Next $150 Million of Average Daily Net Assets
.000125 Over $200 Million of Average Daily Net Assets
a) TOTAL RETURN BOND FUND AND LOW DURATION BOND FUND
Minimum monthly fee is $500 per Portfolio.
b) ALPHA TRAK 500 FUND
Minimum monthly fee is $300 per Portfolio.
2. CUSTODY DOMESTIC SECURITIES TRANSACTIONS CHARGE: (billed monthly)
Book Entry DTC, Federal Book Entry, PTC $12.00
Physical Securities, Options/Futures $20.00
RIC's $24.50
P & I Paydowns $ 7.00
Wires $ 7.00
Check Request $ 6.00
A transaction includes buys, sells, maturities or free security
movements.
3. WHEN ISSUED, SECURITIES LENDING, INDEX FUTURES, Etc.:
Should any investment vehicle require a separate segregated custody
account, a fee of $250 per account per month will apply.
4. CUSTODY ADMINISTRATION MISCELLANEOUS FEES
Administrative fees incurred in certain local markets will be passed
onto the customer with a detailed description of the fees. Fees
include income collection, corporate action handling, overdraft
charges, funds transfer, special local taxes, stamp duties,
registration fees, messenger and courier services and other
out-of-pocket expenses.
E. TAX RETURN SERVICES (1/12 payable monthly)
For the preparation and filing of 1120 RIC returns and federal excise
tax returns PFPC shall be entitled to an annual fee of $3,000.00 per
Portfolio.
II. OTHER CHARGES
A. SPECIAL REGULATORY SERVICES. PFPC shall be entitled to the following
fee for the performance of any Special Regulatory Services as described in
Schedule B in accordance with the Written Instructions of the Fund: $185 per
hour subject to certain project caps as may be agreed to by PFPC and the Fund.
Services and charges may vary based on volume.
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B. MISCELLANEOUS CHARGES. The Fund shall be charged for the following
products and services as applicable:
- Ad hoc reports
- Ad hoc SQL time
- COLD Storage
- Digital Recording
- Banking Services, including incoming and outgoing wire charges
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Manual Pricing
- Materials for Rule 15c-3 Presentations
- Pre-Printed Stock, including business forms, certificates,
envelopes, checks and stationary
C. FEE ADJUSTMENTS. After the one year anniversary of the effective
date of this Agreement, PFPC may adjust the fees described in the above sections
once per calendar year, upon thirty (30) days prior written notice in an amount
not to exceed the cumulative percentage increase in the Consumer Price Index for
All Urban Consumers (CPI-U) U.S. City Average, All items (unadjusted) -
(1982-84=100), published by the U.S. Department of Labor since the last such
adjustment in the Client's monthly fees (or the Effective Date absent a prior
such adjustment).
D. PROGRAMMING COSTS. The following programming rates are subject to an
annual 5% increase after the one year anniversary of the effective date of this
Agreement.
(a) Dedicated Team: Programmer: $100,000 per annum
BSA: $ 85,000 per annum
Tester: $ 65,000 per annum
(b) System Enhancements (Non Dedicated Team): $150.00 per/hr per
programmer
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EXHIBIT A
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DATASTATION AUTHORIZED PERSONS
THIS EXHIBIT A, dated as of ________________, 2000 is Exhibit A to the Services
Agreement dated March 21, 1999, as amended to date (the "Agreement") between
Metropolitan West Funds (the "Fund") and PFPC Inc. ("PFPC"). This Exhibit A
shall supersede all previous forms of Exhibit A to the Agreement as of the date
hereof.
The following individuals shall be Fund Authorized Persons to access PFPC
DataStation:
Name Company or Firm Signature
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19
