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Exhibit 99. (h)(i)
TRANSFER AGENCY SERVICES AGREEMENT
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THIS AGREEMENT is made as of November 20 , 2000 by and between PFPC
INC. ("PFPC"), and TCW Galileo Funds, Inc. (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to serve as, among other
things, transfer agent, registrar, dividend disbursing agent and shareholder
servicing agent to its investment portfolios listed on Exhibit A attached hereto
and made a part hereof, as such Exhibit A may be amended from time to time (each
a "Portfolio"), and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions. As Used in this Agreement:
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(a) "1933 Act" means the Securities Act of 1933, as amended.
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(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
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(c) "Account Inquiry" shall mean any access to the PFPC System via
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IMPRESSNet(R) initiated by an End-User which is not a Financial
Transaction.
(d) "Authorized Person" means any officer of the Fund and any other person
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duly authorized by the Fund's Board of Directors or Trustees to give
Oral Instructions and Written Instructions on behalf of the Fund. An
Authorized Person's scope of authority may be limited by setting forth
such limitation in a written document signed by both parties hereto.
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(e) "CEA" means the Commodities Exchange Act, as amended.
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(f) "Change of Control" means a change in ownership or control (not
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including transactions between wholly-owned direct or indirect
subsidiaries of a common parent) of 25% or more of the beneficial
ownership of the shares of common stock or shares of beneficial
interest of an entity or its parents(s).
(g) "End-User" shall mean any Shareholder or Financial Planner that
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accesses the PFPC System via IMPRESSNet(R).
(h) "Financial Planner" shall mean any investment advisor, broker-dealer,
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financial planner or any other person authorized to act on behalf of a
Shareholder.
(i) "Financial Transaction" shall mean purchase, redemption, exchange or
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any other transaction involving the movement of Shares initiated by an
End-User.
(j) "Fund Home Page" shall mean the Fund's proprietary web site on the
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Internet used by the Fund to provide information to its shareholders
and potential shareholders.
(k) "IMPRESSNet(R)" shall mean the PFPC proprietary system consisting of
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the PFPC Secure Net Gateway and the PFPC Web Transaction Engine.
(l) "Internet" shall mean the communications network comprised of multiple
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communications networks linking education, government, industrial and
private computer networks.
(m) "PFPC Secure Net Gateway" shall mean the system of computer hardware
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and software and network established by PFPC to provide access between
PFPC recordkeeping system and the Internet.
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(n) "PFPC Web Transaction Engine" shall mean the system of computer
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hardware and software created and established by PFPC in order to
enable Shareholders of the Fund to perform the transactions
contemplated hereunder.
(o) "Oral Instructions" mean oral instructions received by PFPC from an
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Authorized Person or from a person reasonably believed by PFPC to be
an Authorized Person. PFPC may, in its sole discretion in each
separate instance, consider and rely upon instructions it receives
from an Authorized Person via electronic mail as Oral Instructions.
(p) "SEC" means the Securities and Exchange Commission.
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(q) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and
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the CEA.
(r) "Shares" mean the shares of beneficial interest of any series or
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class of the Fund.
(s) "Written Instructions" mean (i) written instructions signed by an
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Authorized Person and received by PFPC or (ii) trade instructions
transmitted (and received by PFPC) by means of an electronic
transaction reporting system access to which requires use of a
password or other authorized identifier. The instructions may be
delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. Appointment. The Fund hereby appoints PFPC to serve as transfer agent,
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registrar, dividend disbursing agent and shareholder servicing agent to the
Fund, and to provide such other Services as are agreed upon between the
parties hereto in this Agreement (or schedule(s) hereto), in accordance
with the terms set forth in this Agreement (including the schedule(s)
hereto). PFPC accepts such appointment and agrees to furnish such services.
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3. Delivery of Documents. The Fund has provided or, where applicable, will
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provide PFPC with the following:
(a) At PFPC's request, certified or authenticated copies of the
resolutions of the Fund's Board of Directors or Trustees, approving
the appointment of PFPC or its affiliates to provide services to the
Fund and approving this Agreement;
(b) A copy of the Fund's most recent effective registration statement;
(c) A copy of the advisory agreement with respect to each investment
Portfolio of the Fund;
(d) A copy of the distribution/underwriting agreement with respect to each
class of Shares of the Fund;
(e) A copy of each Portfolio's administration agreements if PFPC is not
providing the Portfolio with such services;
(f) Copies of any distribution and/or shareholder servicing plans and
agreements made in respect of the Fund or a Portfolio;
(g) A copy of the Fund's organizational documents, as filed with the state
in which the Fund is organized; and
(h) Copies (certified or authenticated where applicable) of any and all
amendments or supplements to the foregoing.
4. Compliance with Rules and Regulations. PFPC undertakes to comply with all
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applicable requirements of the Securities Laws and any laws, rules and
regulations of governmental authorities having jurisdiction with respect to
the duties to be performed by PFPC hereunder. Except as specifically set
forth herein, PFPC assumes no responsibility for such compliance by the
Fund or any other entity.
5. Instructions.
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(a) Unless otherwise provided in this Agreement, PFPC shall act only upon
Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or Written
Instruction it
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receives from an Authorized Person (or from a person reasonably believed by PFPC
to be an Authorized Person) pursuant to this Agreement. PFPC may assume that any
Oral Instruction or Written Instruction received hereunder is not in any way
inconsistent with the provisions of organizational documents or this Agreement
or of any vote, resolution or proceeding of the Fund's Board of Directors or
Trustees or of the Fund's shareholders, unless and until PFPC receives Written
Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions so that PFPC receives the Written Instructions by
the close of business on the same day that such Oral Instructions are
received. The fact that such confirming Written Instructions are not
received by PFPC or differ from the Oral Instructions shall in no way
invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions or PFPC's ability to rely upon
such Oral Instructions. Where Oral Instructions or Written
Instructions reasonably appear to have been received from an
Authorized Person, PFPC shall incur no liability to the Fund in acting
upon such Oral Instructions or Written Instructions provided that
PFPC's actions comply with the other provisions of this Agreement.
6. Right to Receive Advice.
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(a) Advice of the Fund. If PFPC is in doubt as to any action it should or
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should not take, PFPC may request directions or advice, including Oral
Instructions or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of law
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pertaining to any action it should or should not take, PFPC may
request advice from counsel
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of its own choosing (who may be counsel for the Fund, the Fund's
investment adviser or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between directions or
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advice or Oral Instructions or Written Instructions PFPC receives from
the Fund, and the advice it receives from counsel, PFPC may rely upon
and follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be protected in any action it takes or
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does not take in reliance upon directions or advice or Oral
Instructions or Written Instructions it receives from the Fund or from
counsel and which PFPC believes, in good faith, to be consistent with
those directions or advice or Oral Instructions or Written
Instructions. Nothing in this section shall be construed so as to
impose an obligation upon PFPC (i) to seek such directions or advice
or Oral Instructions or Written Instructions, or (ii) to act in
accordance with such directions or advice or Oral Instructions or
Written Instructions unless, under the terms of other provisions of
this Agreement, the same is a condition of PFPC's properly taking or
not taking such action.
7. Records; Visits. The books and records pertaining to the Fund, which are in
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the possession or under the control of PFPC, shall be the property of the
Fund. Such books and records shall be prepared and maintained as required
by the 1940 Act and other applicable securities laws, rules and
regulations. The Fund and Authorized Persons shall have access to such
books and records at all times during PFPC's normal business hours. Upon
the reasonable request of the Fund, copies of any such books and records
shall be provided by PFPC to the Fund or to an Authorized Person, at the
Fund's expense.
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8. Confidentiality. Each party shall keep confidential any information
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relating to the other party's business ("Confidential Information").
Confidential Information shall include (a) any data or information that is
competitively sensitive material, and not generally known to the public,
including, but not limited to, information about product plans, marketing
strategies, finances, operations, customer relationships, customer
profiles, customer lists, sales estimates, business plans, and internal
performance results relating to the past, present or future business
activities of the Fund or PFPC, their respective subsidiaries and
affiliated companies and the customers, clients and suppliers of any of
them; (b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and secret
in the sense that its confidentiality affords the Fund or PFPC a
competitive advantage over its competitors; (c) all confidential or
proprietary concepts, documentation, reports, data, specifications,
computer software, source code, object code, flow charts, databases,
inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; and (d) anything designated as confidential. Notwithstanding
the foregoing, information shall not be subject to such confidentiality
obligations if it: (a) is already known to the receiving party at the time
it is obtained; (b) is or becomes publicly known or available through no
wrongful act of the receiving party; (c) is rightfully received from a
third party who, to the best of the receiving party's knowledge, is not
under a duty of confidentiality; (d) is released by the protected party to
a third party without restriction; (e) is required to be disclosed by the
receiving party pursuant to a requirement of a court order, subpoena,
governmental or regulatory agency or law (provided the receiving party will
provide the other party written notice of such requirement, to the extent
such notice is permitted); (f) is relevant to the defense of any
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claim or cause of action asserted against the receiving party; or (g) has
been or is independently developed or obtained by the receiving party.
9. Cooperation with Accountants. PFPC shall cooperate with the Fund's
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independent public accountants and shall take all reasonable actions in the
performance of its obligations under this Agreement to ensure that the
necessary information is made available to such accountants for the
expression of their opinion, as required by the Fund.
10. PFPC System. PFPC shall retain title to and ownership of any and all data
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bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade
secrets, and other related legal rights utilized by PFPC in connection with
the services provided by PFPC to the Fund.
11. Disaster Recovery. PFPC shall enter into and shall maintain in effect with
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appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment failures,
PFPC shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions. PFPC shall have no liability with respect
to the loss of data or service interruptions caused by equipment failure,
provided such loss or interruption is not caused by PFPC's own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
duties or obligations under this Agreement.
12. Compensation. As compensation for services rendered by PFPC during the term
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of this Agreement, the Fund will pay to PFPC a fee or fees as may be agreed
to from time to time in writing by the Fund and PFPC. The Fund acknowledges
that PFPC may receive float benefits and/or investment earnings in
connection with maintaining certain accounts
<PAGE>
required to provide services under this Agreement.
13. Indemnification. The Fund agrees to indemnify and hold harmless PFPC and
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its affiliates from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, attorneys' fees and
disbursements and liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws) arising directly or
indirectly from any action or omission to act which PFPC takes in
connection with the provision of services to the Fund. Neither PFPC, nor
any of its affiliates, shall be indemnified against any liability (or any
expenses incident to such liability) caused by PFPC's or its affiliates'
own willful misfeasance, bad faith, gross negligence or reckless disregard
of its duties and obligations under this Agreement, provided that in the
absence of a finding to the contrary the acceptance, processing and/or
negotiation of a fraudulent payment for the purchase of Shares shall be
presumed not to have been the result of PFPC's or its affiliates own
willful misfeasance, bad faith, gross negligence or reckless disregard of
such duties and obligations.
14. Responsibility of PFPC.
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(a) PFPC shall be under no duty to take any action hereunder on behalf of
the Fund except as specifically set forth herein or as may be
specifically agreed to by PFPC and the Fund in a written amendment
hereto. PFPC shall be obligated to exercise care and diligence in the
performance of its duties hereunder and to act in good faith in
performing services provided for under this Agreement. PFPC shall be
liable only for any damages arising out of PFPC's failure to perform
its duties under this Agreement to the extent such damages arise out
of PFPC's willful misfeasance, bad faith, gross negligence or reckless
disregard of such duties.
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(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) PFPC shall not be liable for losses
beyond its control, including without limitation (subject to Section
11), delays or errors or loss of data occurring by reason of
circumstances beyond PFPC's control, provided that PFPC has acted in
accordance with the standard set forth in Section 14(a) above; and
(ii) PFPC shall not be under any duty or obligation to inquire into
and shall not be liable for the validity or invalidity or authority or
lack thereof of any Oral Instruction or Written Instruction, notice or
other instrument which conforms to the applicable requirements of this
Agreement, and which PFPC reasonably believes to be genuine.
(c) Notwithstanding anything in this Agreement to the contrary, neither
PFPC nor its affiliates shall be liable for any consequential, special
or indirect losses or damages, whether or not the likelihood of such
losses or damages was known by PFPC or its affiliates.
(d) No party may assert a cause of action against PFPC or any of its
affiliates that allegedly occurred more than 18 months immediately
prior to the filing of the suit (or, if applicable, commencement of
arbitration proceedings) alleging such cause of action.
(e) Each party shall have a duty to mitigate damages for which the other
party may become responsible.
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15. Description of Services.
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(a) Services Provided on an Ongoing Basis, If Applicable.
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(i) Calculate 12b-1 payments;
(ii) Maintain shareholder registrations;
(iii) Review new applications and correspond with shareholders to
complete or correct information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in conjunction with proxy
solicitations;
(vi) Countersign share certificates;
(vii) Prepare and mail to shareholders confirmation of activity;
(viii) Provide toll-free lines for direct shareholder use, plus
customer liaison staff for on-line inquiry response;
(ix) Mail duplicate confirmations to broker-dealers of their
clients' activity, whether executed through the broker-dealer
or directly with PFPC;
(x) Provide periodic shareholder lists and statistics to the Fund;
(xi) Provide detailed data for underwriter/broker confirmations;
(xii) Prepare periodic mailing of year-end tax and statement
information;
(xiii) Notify on a timely basis the investment adviser, accounting
agent, and custodian of fund activity; and
(xiv) Perform other participating broker-dealer shareholder services
as may be agreed upon from time to time.
(b) Services Provided by PFPC Under Oral Instructions or Written
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Instructions.
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(i) Accept and post daily Share purchases and redemptions;
(ii) Accept, post and perform shareholder transfers and exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies; and
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(v) Issue and cancel certificates (when requested in writing by
the shareholder).
(c) Purchase of Shares. PFPC shall issue and credit an account of an
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investor, in the manner described in the Fund's prospectus, once
it receives:
(i) A purchase order;
(ii) Proper information to establish a shareholder account; and
(iii) Confirmation of receipt or crediting of funds for such
order to the Fund's custodian.
(d) Redemption of Shares. PFPC shall redeem Shares only if that
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function is properly authorized by the certificate of
incorporation or resolution of the Fund's Board of Directors or
Trustees. Shares shall be redeemed and payment therefor shall be
made in accordance with the Fund's prospectus, when the
recordholder tenders Shares in proper form and directs the method
of redemption. If Shares are received in proper form, Shares
shall be redeemed before the funds are provided to PFPC from the
Fund's custodian (the "Custodian"). If the recordholder has not
directed that redemption proceeds be wired, when the Custodian
provides PFPC with funds, the redemption check shall be sent to
and made payable to the recordholder, unless:
(i) the surrendered certificate is drawn to the order of an
assignee or holder and transfer authorization is signed by
the recordholder; or
(ii) transfer authorizations are signed by the recordholder when
Shares are held in book-entry form.
When a broker-dealer notifies PFPC of a redemption desired by a
customer, and the Custodian provides PFPC with funds, PFPC shall
prepare and send the
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redemption check to the broker-dealer and made payable to the
broker-dealer on behalf of its customer.
(e) Dividends and Distributions. Upon receipt of a resolution of the
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Fund's Board of Directors or Trustees authorizing the declaration
and payment of dividends and distributions, PFPC shall issue
dividends and distributions declared by the Fund in Shares, or,
upon shareholder election, pay such dividends and distributions
in cash, if provided for in the Fund's prospectus. Such issuance
or payment, as well as payments upon redemption as described
above, shall be made after deduction and payment of the required
amount of funds to be withheld in accordance with any applicable
tax laws or other laws, rules or regulations. PFPC shall mail to
the Fund's shareholders such tax forms and other information, or
permissible substitute notice, relating to dividends and
distributions paid by the Fund as are required to be filed and
mailed by applicable law, rule or regulation. PFPC shall prepare,
maintain and file with the IRS and other appropriate taxing
authorities reports relating to all dividends above a stipulated
amount paid by the Fund to its shareholders as required by tax or
other law, rule or regulation.
(f) Shareholder Account Services.
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(i) PFPC may arrange, in accordance with the prospectus, for
issuance of Shares obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders, checks
and applications.
(ii) PFPC may arrange, in accordance with the prospectus, for a
shareholder's:
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- Exchange of Shares for shares of another fund with
which the Fund has exchange privileges;
- Automatic redemption from an account where that
shareholder participates in a automatic redemption
plan; and/or
- Redemption of Shares from an account with a
checkwriting privilege.
(g) Communications to Shareholders. Upon timely Written Instructions,
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PFPC shall mail all communications by the Fund to its
shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Fund shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
In addition, PFPC is prepared to offer services by which it would
receive and tabulate the proxy cards for the meetings of the
Fund's shareholders based upon PFPC's existing fee schedules for
such services.
(h) Records. PFPC shall maintain records of the accounts for each
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shareholder showing the following information:
(i) Name, address and United States Tax Identification or
Social Security number;
(ii) Number and class of Shares held and number and class of
Shares for which certificates, if any, have been issued,
including certificate numbers and denominations;
(iii) Historical information regarding the account of each
shareholder, including dividends and distributions paid and
the date and price for all transactions on a shareholder's
account;
(iv) Any stop or restraining order placed against a
shareholder's account;
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(v) Any correspondence relating to the current maintenance of a
shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for PFPC to perform any
calculations required by this Agreement.
(i) Lost or Stolen Certificates. PFPC shall place a stop notice
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against any certificate reported to be lost or stolen and comply
with all applicable federal regulatory requirements for reporting
such loss or alleged misappropriation. A new certificate shall be
registered and issued only upon:
(i) The shareholder's pledge of a lost instrument bond or such
other appropriate indemnity bond issued by a surety company
approved by PFPC; and
(ii) Completion of a release and indemnification agreement
signed by the shareholder to protect PFPC and its
affiliates.
(j) Shareholder Inspection of Stock Records. Upon a request from any
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Fund shareholder to inspect stock records, PFPC will notify the
Fund and the Fund will issue instructions granting or denying
each such request. Unless PFPC has acted contrary to the Fund's
instructions, the Fund agrees to and does hereby release PFPC
from any liability for refusal of permission for a particular
shareholder to inspect the Fund's stock records.
(k) Withdrawal of Shares and Cancellation of Certificates. Upon
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receipt of Written Instructions, PFPC shall cancel outstanding
certificates surrendered by the Fund to reduce the total amount
of outstanding shares by the number of shares surrendered by the
Fund.
(l) Lost Shareholders. PFPC shall perform such services as are
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required in order to comply with Rules 17a-24 and 17Ad-17 of the
1934 Act (the "Lost Shareholder Rules"), including, but not
limited to, those set forth below. PFPC may, in its sole
<PAGE>
discretion, use the services of a third party to perform some of
or all such services.
(i) documentation of search policies and procedures;
(ii) execution of required searches;
(iii) tracking results and maintaining data sufficient to comply
with the Lost Shareholder Rules; and (iv) preparation and
submission of data required under the Lost Shareholder Rules.
Except as set forth above, PFPC shall have no responsibility for
any escheatment services.
(m) Print Mail. In addition to performing the foregoing services, the
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Fund hereby engages PFPC as its print/mail service provider with
respect to those items identified in the Fee Letter(s) attached
hereto.
(n) Voice Response Unit. Without limiting the generality of the
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foregoing in any way, the Fund hereby engages PFPC to provide Voice
Response Unit services.
(o) IMPRESSNet(R) Services. In addition to performing the foregoing
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services, PFPC agrees to provide the following services with respect
to PFPC's proprietary IMPRESSNet(R) product to the extent such
services are set forth on the applicable fee letter relating hereto:
(i) in accordance with the written procedures established between the Fund and
PFPC, enable the Fund and its Shareholders to utilize the Internet in order to
access Fund information maintained by PFPC through the use of the PFPC Web
Transaction Engine and Secure Net Gateway;
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(ii) allow the Shareholders to perform account inquiries and
transactions;
(iii) maintenance of the PFPC Secure Net Gateway and the PFPC Web
Transaction Engine.
In connection with the Fund's use of IMPRESSNet(R), the Fund
shall be responsible for the following:
(i) establishment and maintenance of the Fund Home Page on the
Internet;
(ii) services and relationships between the Fund and any third party
on-line service providers to enable End-Users to access the Fund Home
Page and/or the PFPC System via the Internet;
(iii) provide PFPC with access to and information regarding the Fund
Home Page in order to enable PFPC to provide the services contemplated
hereunder.
16. Duration and Termination. This Agreement shall continue until terminated by
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the Fund or by PFPC on sixty (60) days' prior written notice to the other
party. In the event the Fund gives notice of termination, all expenses
associated with movement (or duplication) of records and materials and
conversion thereof to a successor transfer agent or other service provider,
and all trailing expenses incurred by PFPC, will be borne by the Fund.
17. Change of Control. Notwithstanding any other provision of this Agreement,
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in the event of an agreement to enter into a transaction that would result
in a Change of Control of the Fund's adviser or sponsor, the Fund's ability
to terminate the Agreement pursuant to Section 16 will be suspended from
the time of such agreement until the later to occur of (i) two years from
the date on which services provided hereunder commence and (ii) the end of
six months after the Change of Control.
<PAGE>
18. Notices. Notices shall be addressed (a) if to PFPC, at 400 Bellevue
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Parkway, Wilmington, Delaware 19809, Attention: President; (b) if to the
Fund, at 865 South Figueroa Street, Los Angeles, CA 90017, Attention: Peter
DiBona, Treasurer, copy to General Counsel or (c) if to neither of the
foregoing, at such other address as shall have been given by like notice to
the sender of any such notice or other communication by the other party. If
notice is sent by confirming telegram, cable, telex or facsimile sending
device, it shall be deemed to have been given immediately. If notice is
sent by first-class mail, it shall be deemed to have been given three days
after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered.
19. Amendments. This Agreement, or any term thereof, may be changed or waived
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only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
20. Delegation; Assignment. PFPC may assign its rights and delegate its duties
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hereunder to any majority-owned direct or indirect subsidiary of PFPC or of
The PNC Financial Services Group, Inc., provided that PFPC gives the Fund
30 days prior written notice of such assignment or delegation.
21. Counterparts. This Agreement may be executed in two or more counterparts,
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each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
22. Further Actions. Each party agrees to perform such further acts and execute
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such further documents as are necessary to effectuate the purposes hereof.
23. Miscellaneous.
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(a) Entire Agreement. This Agreement embodies the entire agreement and
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<PAGE>
understanding between the parties and supersedes all prior agreements
and understandings relating to the subject matter hereof, provided
that the parties may embody in one or more separate documents their
agreement, if any, with respect to delegated duties.
(b) No Changes that Materially Affect Obligations. Notwithstanding
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anything in this Agreement to the contrary, the Fund agrees not to
make any modifications to its registration statement or adopt any
policies which would affect materially the obligations or
responsibilities of PFPC hereunder without the prior written approval
of PFPC, which approval shall not be unreasonably withheld or delayed.
(c) Captions. The captions in this Agreement are included for convenience
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of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(d) Governing Law. This Agreement shall be deemed to be a contract made in
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Delaware and governed by Delaware law, without regard to principles of
conflicts of law.
(e) Partial Invalidity. If any provision of this Agreement shall be held
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or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
(f) Successors and Assigns. This Agreement shall be binding upon and shall
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inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
(g) No Representations or Warranties. Except as expressly provided in this
Agreement, PFPC hereby disclaims all representations and warranties,
express or
<PAGE>
implied, made to the Fund or any other person, including, without
limitation, any warranties regarding quality, suitability,
merchantability, fitness for a particular purpose or otherwise
(irrespective of any course of dealing, custom or usage of trade), of
any services or any goods provided incidental to services provided
under this Agreement. PFPC disclaims any warranty of title or non-
infringement except as otherwise set forth in this Agreement.
(h) Facsimile Signatures. The facsimile signature of any party to this
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Agreement shall constitute the valid and binding execution hereof by
such party.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
PFPC INC.
By: /s/
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Title: Sr. Vice President
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TCW GALILEO FUNDS, INC.
By: /s/
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Title: President
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<PAGE>
EXHIBIT A
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THIS EXHIBIT A, dated as of November ___, 2000, is Exhibit A to that
certain Transfer Agency Services Agreement dated as of November ___, 2000,
between PFPC Inc. and TCW Galileo Funds, Inc.
PORTFOLIOS
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11.I CLASS
Galileo Emerging Markets Income Fund
Galileo Asia Pacific Equities Fund
Galileo Emerging Markets Equities Fund
Galileo Small Cap Growth Fund
Galileo Money Market Fund
Galileo Core Fixed Income
Galileo High Yield Bond Fund
Galileo Total Return Mortgage-Backed Securities Fund
Galileo Mortgage-Backed Securities Fund
Galileo Select Equities Fund
Galileo Latin America Equities Fund
Galileo Earnings Momentum Fund
Galileo Aggressive Growth Equities Fund
Galileo Convertible Securities Fund
Galileo Value Opportunities Fund
Galileo European Equities Fund
Galileo Japanese Equities Fund
Galileo International Equities Fund
Galileo Large Cap Growth Fund
Galileo Large Cap Value Fund
Galileo Small Cap Value Fund
.N Class
Galileo Select Equities Fund
Galileo Small Cap Growth Fund
Galileo Aggressive Growth Equities Fund
Galileo Large Cap Growth Fund
Galileo Large Cap Value Fund
Galileo European Equities Fund
Galileo Core Fixed Income Fund
Galileo High Yield Bond Fund
Galileo Total Return MBS Fund
Galileo Value Opportunities Fund
Galileo Analyst Growth Fund
Galileo Growth and Income Fund
Galileo Technology Fund
Galileo Health Sciences Fund
