BY DST AND ITS
ACCOUNTANTS, AT DST'S EXPENSE, UPON NOT LESS THAN FIVE BUSINESS DAYS' PRIOR
NOTICE TO STATE STREET DURING STATE STREET'S NORMAL BUSINESS HOURS, AT THE PLACE
WHERE SUCH BOOKS AND RECORDS ARE REGULARLY MAINTAINED.
7.4.
SUPPORT SERVICES TO NFDS.
ANY DST SUPPORT SERVICES PROVIDED TO
NFDS (E.G. HUMAN RESOURCES, PAYROLL, FACILITIES) WILL BE PROVIDED ON A DIRECT
COST BASIS SUBJECT TO MUTUAL AGREEMENT AMONG THE PARTIES.
7.5.
SERVICES BY THE BANK.
STATE STREET AGREES THAT ANY FEES AND
CHARGES (INCLUDING INTEREST) IT OR ITS AFFILIATED BANK CHARGES BOSTON FINANCIAL
SHALL BE [***]
7.6.
SERVICES BY DST OUTPUT, INC.
THE TERMS AND CONDITIONS UNDER WHICH
DST'S SUBSIDIARY, DST OUTPUT, INC. ("DSTO") OR ITS AFFILIATES, MAY PROVIDE
CERTAIN PRINT/MAIL SERVICES TO BOSTON FINANCIAL OR TO CERTAIN BOSTON FINANCIAL
CLIENTS AND THE FEES WITH RESPECT THERETO CURRENTLY ARE SET FORTH IN THE SERVICE
AGREEMENT BETWEEN DSTO AND BOSTON FINANCIAL DATED AS OF MARCH 24, 2005, AS
AMENDED.
7.7
[***] AND [***] EXPENSES.
BOSTON FINANCIAL SHALL BEAR
THE [***] OF [***] SERVICES PROVIDED TO BOSTON FINANCIAL BY STATE STREET OR ITS
AFFILIATES INCLUDING WITHOUT LIMITATION [***], [***], AND OTHER EXPENSES [***]
TO AND/OR [***] BY SUCH [***] PERSONNEL PERFORMING SERVICES FOR BOSTON FINANCIAL
(EXCLUDING [***] CHARGES OF THE BANK).
IN ADDITION, BOSTON FINANCIAL SHALL PAY
ALL FEES AND EXPENSES OF [***] (AND THE BANK'S [***] EXPENSES IN CONNECTION
THEREWITH).
STATE STREET OR ITS AFFILIATES SHALL ALSO MAKE AVAILABLE TO BOSTON
FINANCIAL THE FULL EXTENT OF ITS EXPERTISE AND EXPERIENCE IN THE AREA OF [***].
STATE STREET AGREES TO USE ITS BEST EFFORTS, SKILL AND KNOWLEDGE TO ADVANCE
BOSTON FINANCIAL'S INTERESTS IN PERFORMING SUCH SERVICES.
BOSTON FINANCIAL
SHALL BEAR [***] OF THE COSTS OF SUCH [***]
SERVICES PROVIDED BY STATE STREET
WITH THE [***] OF SUCH COSTS TO BE BORNE BY STATE STREET.
[***] SERVICES SHALL
BE PRICED AT STATE STREET'S [***], INCLUDING [***], [***] AND NECESSARY [***]
AND [***] EXPENSES (BUT NOT INCLUDING ANY [***] COSTS OF STATE STREET).
STATE
STREET OR THE BANK, AS THE CASE MAY BE, SHALL HAVE THE RIGHT TO SET OFF THE
PORTION OF THE [***] COSTS PAYABLE BY BOSTON FINANCIAL HEREUNDER AGAINST ANY
FEES PAYABLE BY THE BANK OR STATE STREET TO BOSTON FINANCIAL.
ALL SUCH COSTS
AND EXPENSES SHALL BE [***] AND DOCUMENTED.
Portions of this document have been redacted pursuant to a Request for
Confidential Treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Redacted portions are indicated with the notation "[***]".
Section 8.
Books, Records and Audits.
State Street and DST agree
that Boston Financial will keep books and records with respect to its operation
in accordance with good business practice and generally accepted accounting
principles; and so long as State Street or DST retain ownership, they shall
cause Boston Financial to cooperate with their respective internal and
independent auditors and will permit any such auditors reasonable access, during
normal business hours, to the business, records and personnel of