EXHIBIT 9.B9A
TRANSFER AGENCY AGREEMENT
Xxxxx & Xxxxxx, Inc., a Missouri corporation (the "Transfer Agent"),
and Universal Capital Investment Trust, a Massachusetts business trust
registered with the Securities and Exchange Commission as an open-end investment
company (the "Fund"), agree that:
1. DEFINITIONS. Whenever used in this agreement, the following words and
phrases, unless the context otherwise requires, have the following meanings:
(a) "Authorized Person" includes the President, any Vice President, the
Secretary or any Assistant Secretary, the Treasurer or any Assistant Treasurer,
of the Fund, or any other person, whether or not such person is an Officer or
employee of the Fund, duly authorized to give Oral Instructions and Written
Instructions on behalf of the Fund as indicated in a certification pursuant to
Section 6(c) or 6(d) as may be received by the Transfer Agent from time to time;
(b) "Board" means the Board of Trustees or Directors of the Fund.
(c) "Certificate" means any notice, instructions or other instrument in
writing, authorized or required by this agreement to be given to the Transfer
Agent, which is actually received by the Transfer Agent and signed on behalf of
the Fund by any two Officers thereof;
(d) "Charter" means the Articles of Incorporation or Agreement and
Declaration of Trust of the Fund (as the case may be), as the same may be
amended from time to time;
(e) "Commission" means the Securities and Exchange Commission;
(f) "Custodian" means the custodian of the securities and moneys owned by
the Fund, which is to be United Missouri Bank n.a., unless and until the
Transfer Agent shall receive a certificate otherwise;
(g) "Fund" means Universal Capital Investment Trust, a Massachusetts
business trust registered under the Investment Company Act of 1940 as an open-
end diversified management investment company;
(h) The "1940 Act" means the Investment Company Act of 1940 and the Rules
and Regulations of the Commission thereunder;
(i) "Officer" means the President, any Vice President, the Secretary and
the Treasurer of the Fund;
(j) "Oral Instructions" means instructions orally communicated and
actually received by the Transfer Agent from an Authorized Person or from a
person reasonably believed by the Transfer Agent to be an Authorized Person;
(k) "Prospectus" means the prospectus of the Fund relating to the Fund's
Shares that became effective most recently under the Securities Act of 1933, and
as it may subsequently have been supplemented;
(l) "Shares" means shares of beneficial interest, no par value per share,
of the Fund;
(m) "Shareholder" means registered owner of Shares;
(n) "Written Instructions" means a written communication actually received
by the Transfer Agent from an Authorized Person or from a person reasonably
believed by the Transfer Agent to be an Authorized Person by telex, facsimile
transmission or any other such system whereby the receiver of such communication
is able to verify through codes or otherwise with a reasonable degree of
certainty the authenticity of the sender of such communication;
2. REPRESENTATION OF TRANSFER AGENT. The Transfer Agent represents and
warrants to the Fund that it is duly registered as a transfer agent as provided
in Section 1 7A(c) of the Securities Exchange Act of 1934, as amended.
3. APPOINTMENT OF THE TRANSFER AGENT. Effective as of the date of this
agreement, the Fund appoints the Transfer Agent as transfer agent for all of the
Shares and as shareholder servicing agent of the Fund. The Transfer Agent
accepts such appointments and agrees to perform the duties herein set forth.
4. COMPENSATION.
(a) The Fund shall compensate the Transfer Agent for its services rendered
under this agreement in accordance with the fees set forth in the fee schedule
annexed hereto and incorporated herein.
(b) The compensation agreed to hereunder may be adjusted from time to time
by attaching a revised fee schedule, dated and signed by an Officer of each
party hereto, to this agreement.
(c) The Transfer Agent shall present a xxxx to the Fund as soon as
practicable after the end of each calendar month, detailed in accordance with
the fee schedule. The Fund shall promptly pay to the Transfer Agent the amount
of such billing.
5. DOCUMENTS. In connection with the appointment of the Transfer Agent,
the Fund shall, on or before the date this Agreement goes into effect, file with
the Transfer Agent a copy of each of the following documents:
(a) The Charter, as then in effect;
(b) The bylaws of the Fund, as then in effect;
(c) The resolution of the Board authorizing this agreement;
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(d) A specimen of the certificate for Shares in the form approved by the
Board, with a Certificate of the Secretary as to such approval;
(e) All account application forms and other documents relating to
shareholder accounts or relating to any plan, program or service offered by the
Fund relating to the sale, holding or redemption of Shares.
6. FURTHER DOCUMENTATION. The Fund shall also furnish from time to time
a copy of each of the following documents:
(a) Each registration statement filed with the Commission, and all related
amendments and orders relating to the sale of Shares;
(b) Each amendment to the Charter and to the bylaws of the Fund;
(c) Copies of each resolution of the Board designating Authorized Persons
to give instructions to the Transfer Agent;
(d) A certificate of any change in any Officer of the Fund;
(e) Specimens of each new certificate for Shares, accompanied by a
resolution of the Board approving such form of certificate; and
(f) Such other certificates, documents or opinions as may reasonably be
requested by the Transfer Agent.
7. REPRESENTATIONS OF THE FUND. The Fund represents to the Transfer
Agent that, as of the date of this agreement, it is authorized to issue an
unlimited number of Shares, in one or more series. When Shares are hereafter
issued in accordance with the terms of sale in the Prospectus, such Shares shall
be validly issued, fully paid and nonassessable by the Fund and shall be
properly registered or otherwise qualified for sale in the appropriate
jurisdiction(s) .
8. DUTIES OF THE TRANSFER AGENT.
(a) The Transfer Agent shall be responsible for administering and
performing the functions required for the Shares, for acting as service agent in
connection with dividends and distributions on the Shares, and for performing
shareholder account administrative agent functions in connection with the
issuance, transfer and redemption or repurchase (including coordination with the
Custodian) of the Shares. The details of the operating standards and procedures
to be followed shall be determined from time to time by agreement between the
Transfer Agent and the Fund, and where appropriate, the Custodian.
(b) The Transfer Agent shall create and maintain all necessary records
including those specified in Section 16 hereof, in accordance with all
applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the 1940 Act and those records pertaining to the
various functions performed by it hereunder. All records shall be available for
inspection and use by the Fund, including after termination of this agreement.
Where applicable,
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such records shall be maintained by the Transfer Agent for the periods and in
the place required by Rule 3la-2 under the 1940 Act.
(c) The Transfer Agent shall make available during regular business hours
all records and other data created and maintained pursuant to this agreement,
for reasonable audit and inspection by the Fund and any person retained by the
Fund. Upon reasonable notice by the Fund, the Transfer Agent shall make
available during regular business hours its facilities and premises employed in
connection with its performance of this agreement for reasonable visitation by
the Fund and any person retained by the Fund.
(d) At the expense of the Fund, the Transfer Agent shall maintain an
adequate supply of blank Share certificates to meet the Fund's and Transfer
Agent's requirements therefor. Each Share certificate shall be issued to
represent whole Shares only (but not fractions of any whole Share), and shall be
properly signed, manually or by facsimile, upon issuance of the Certificate.
Notwithstanding the death, resignation, or removal of any Officer of the Fund
whose signature appears on such certificate, the Transfer Agent may continue to
countersign certificates that bear such signature until otherwise directed by
the Fund.
(e) The Transfer Agent shall issue replacement Share certificates in lieu
of certificates that have been lost, stolen or destroyed, without any further
action by the Board or any Officer of the Fund, in each case upon receipt by the
Transfer Agent of properly executed affidavits and lost certificate bonds for an
appropriate amount that it considers reasonably adequate for the protection of
the Fund and the Transfer Agent, in form satisfactory to the Transfer Agent, in
which the Fund and the Transfer Agent are obligees under the bonds.
(f) The Transfer Agent shall maintain records of the name of each
registered owner of Shares, the number of Shares (to the nearest one-thousandth
of a Share) owned by such registered owner and in the aggregate by all
registered owners, of each certificate for whole shares, if any, issued to
represent any Shares owned by such registered owner, and, to the extent it is
able to do so, the address and tax identification number of each registered
owner. The Transfer Agent shall maintain a stop transfer record of Certificates
for Shares lost or replaced or both.
(g) The Transfer Agent shall address and mail all communications by the
Fund to its Shareholders, including reports to Shareholders, dividend and
distribution notices, and notices of and proxy materials for meetings of
Shareholders.
(h) The Transfer Agent shall investigate all Shareholder inquiries
relating to accounts of the respective Shareholders, and shall answer all
correspondence from Shareholders, and to the extent appropriate, from securities
brokers and others, relating to its duties hereunder, and such other
correspondence as may from time to time be mutually agreed upon between the
Transfer Agent and the Fund.
(I) The Transfer Agent shall furnish the Fund with reports of registration
of ownership of Shares, such periodic and special reports as the Fund may
reasonably request and the Transfer Agent can reasonably provide, and such other
information, including Shareholder
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lists and statistical information concerning Shareholder accounts, as may be
agreed upon from time to time between the Fund and the Transfer Agent.
(j) In connection with special and annual meetings of Shareholders, the
Transfer Agent shall prepare lists of Shareholders, shall mail to the
Shareholders notices of the meetings and proxy materials, shall furnish to the
Fund affidavits of such mailings, shall process and tabulate the voting
instructions of the proxies returned by or for Shareholders, and shall report to
the Fund on such returns and tabulations, provided, however, the Transfer Agent
shall not be required to attend such meetings, or to perform any other duties
with respect thereto.
9. SALES OF FUND SHARES.
(a) Whenever the Fund shall sell any of its Shares, the Fund shall deliver
or cause to be delivered to the Transfer Agent a Certificate duly specifying:
(i) the number of Shares sold, trade date and price per Share and the total
price; (ii) the amount of money to be delivered to the Custodian from the sale
of such Shares; and (iii) in the case of new accounts, a new account application
or sufficient information with which to establish an account.
(b) Upon receipt of the notification required under paragraph (a) hereof,
the Transfer Agent shall issue to the purchaser a confirmation of the
information received under paragraph 9(a) (including, if needed, a request for
additional information needed for the account records).
(c) Upon issuance of any Shares in accordance with the foregoing
provisions of this Section, the Transfer Agent shall not be responsible for the
payment of any original issue or other taxes required to be paid by the Fund in
connection with such issuance.
(d) The Transfer Agent may establish such additional rules and regulations
governing the transfer or registration of certificates for Shares as it may deem
advisable and as are consistent with rules and regulations generally adopted by
bank transfer agents, except as it may be instructed otherwise by an Officer.
10. REDEMPTIONS. The Transfer Agent shall duly process demands by
Shareholders for redemption of Shares only in accordance with the requirements
and procedures set forth in the Prospectus, except as and to the extent waived
or otherwise specified by an Officer in any individual redemption.
11. TRANSFER AND EXCHANGES. The Transfer Agent shall duly process
transfers of registered ownership of Shares only in accordance with the
requirements and procedures set forth in the Prospectus applicable to
redemptions (modified, if necessary, to accommodate any difference in a transfer
from a redemption), except as and to the extent waived or otherwise specified by
an Officer in any individual transaction.
12. RIGHT TO SEEK ASSURANCES. The Transfer Agent reserves the right not
to process a transfer or redemption of Shares until it is satisfied that the
requested transfer or redemption is legally authorized, and it shall incur no
liability for the refusal, in good faith, to make transfers or redemptions which
the Transfer Agent, in its judgment, deems improper or unauthorized, or until
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it is satisfied that there is no basis for any claims adverse to such transfer
or redemption. The Transfer Agent may, in effecting transfers, rely upon any
appropriate law or regulation, including the Uniform Commercial Code and the
Uniform Act for the Simplification of Fiduciary Securities Transfer, as they may
be amended from time to time, which in the opinion of legal counsel for the Fund
or of its own legal counsel protect it in not requiring certain documents in
connection with the transfer or redemption of Shares, and the Fund shall
indemnify the Transfer Agent for any act done or omitted by it in reliance upon
such laws or opinions of counsel for the Fund or of its own counsel.
13. DISTRIBUTIONS.
(a) The Fund shall promptly notify the Transfer Agent of the declaration
of any dividend or other distribution on Shares. The Fund shall furnish Oral
Instructions containing the specified amount per Share or the aggregate amount
of such dividend or other distribution, the medium of payment if payable other
than in United States dollars, and the record date and the payable date of the
distribution. Such Oral Instructions will be promptly confirmed by appropriate
Written Instructions. In the event that the amount of the dividend or
distribution is declared in the aggregate, then promptly after the record date a
Certificate will be furnished to the Transfer Agent stating the per share
equivalent of the aggregate amount as of the record date.
(b) The Transfer Agent shall, on or before the payable date of any
dividend or distribution, notify the Custodian of the estimated amount of cash
required to pay the dividend or distribution, and the Fund agrees that, on or
before the mailing date of such dividend or distribution, it shall instruct the
Custodian to place in a dividend disbursing account funds equal to the cash
amount to be paid. As of the first calendar day after the record date, the
Transfer Agent shall record in the Share accounts of those registered
Shareholders whose dividends or distributions are to be reinvested in Shares the
number and price of the Shares so acquired priced at the applicable net asset
value. The Transfer Agent shall calculate, prepare and mail checks to
Shareholders whose dividends and other distributions are to be received by them
in money.
(c) The Transfer Agent shall replace lost checks upon receipt of properly
executed affidavits, and will maintain stop payment orders against replaced
checks.
(d) The Transfer Agent shall not be liable for the propriety of payments
made in accordance with the resolutions of the Board.
(e) If the Transfer Agent does not receive from the Custodian sufficient
cash to make payment to all Shareholders as of the record date, the Transfer
Agent shall, upon notifying the Fund, withhold payment to all Shareholders of
record as of the record date until such sufficient cash is provided to the
Transfer Agent.
14. OTHER DUTIES. In addition to the duties expressly provided for
herein, the Transfer Agent shall perform such other duties and functions and
shall be paid such amounts therefor as may from time to time be agreed in
writing.
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15. TAXES. The Transfer Agent shall file such appropriate information
returns concerning the payment of dividends and capital gains distributions with
the proper Federal, state and local authorities as are required by law to be
filed by the Fund and shall withhold such sums as are required to be withheld by
applicable law.
16. BOOKS AND RECORDS. The Transfer Agent shall maintain records showing
for each Shareholder's account the following: (i) names, addresses and tax
identification numbers; (ii) numbers of Shares held; (iii) historical
information regarding the account of each Shareholder, including dividends paid
and date and the price of all transactions on a Shareholder's account; (iv) any
stop or restraining order placed against a Shareholder's account; (v)
information on withholdings; (vi) any capital gain or dividend reinvestment
order, plan application, dividend address and correspondence relating to the
current maintenance of a Shareholder's account; (vii) certificate numbers and
denominations of all Shares represented by certificate; (viii) any information
required in order for the Transfer Agent to perform the calculations
contemplated or required by this agreement; and (ix) such other information and
data as may be required by law.
17. RELIANCE BY TRANSFER AGENT: INSTRUCTIONS.
(a) The Transfer Agent shall be protected in acting upon any paper or
document believed by it to be genuine and to have been signed by an Authorized
Person, and shall not be held to have any notice of any change of authority of
any person until receipt of written certification thereof from the Fund. It
shall also be protected in processing Share certificates that it reasonably
believes to bear the proper manual or facsimile signatures of the Officers of
the Fund, but shall be responsible for the proper countersignature of the
Transfer Agent.
(b) At any time the Transfer Agent may apply to any Authorized Person of
the Fund for Written Instructions with respect to any matter arising in
connection with this agreement. With respect to questions of law arising out of
the performance by the Transfer Agent of its duties under this Agreement, the
Transfer Agent may apply to and obtain the advice and opinion of counsel to the
Fund or if an appropriate response is not promptly forthcoming, the Transfer
Agent may obtain the same from its own counsel, in either case at the Fund's
expense, provided that the Transfer Agent shall use its best efforts to notify
the Fund of its intention to seek such advice before doing so. The Transfer
Agent shall not be liable for any action taken or not taken or suffered by it in
good faith in accordance with such Written Instructions or with the opinion of
such counsel and, apart from that, in the exercise of reasonable care. In
addition, the Transfer Agent, its officers, agents or employees, shall accept
instructions or requests given to them by any person representing or acting on
behalf of the Fund only if said representative is believed by the Transfer
Agent, its officers, agents or employees, to be an Authorized Person. The
Transfer Agent shall have no duty or obligation to inquire into, nor shall the
Transfer Agent be responsible for, the legality of any act done by it upon the
request or direction of Authorized Persons of the Fund.
(c) Notwithstanding any of the foregoing provisions of this agreement, the
Transfer Agent shall be under no duty or obligation to inquire into, and shall
not be liable for: (i) the legality of the issue or sale of any Shares of the
Fund, nor the sufficiency of the amount to be
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received therefor; (ii) the legality of the redemption of any Shares of the
Fund, nor the propriety of the amount to be paid therefor; (iii) the legality of
the declaration of any dividend by the Fund, nor the legality of the issue of
any Shares of the Fund in payment of any stock dividend; or (iv) the legality of
any recapitalization or readjustment of the Shares of the Fund.
18. STANDARD OF CARE AND INDEMNIFICATION.
(a) The Transfer Agent may, in connection with this agreement, employ
agents or attorneys in fact, or both, and shall not be liable for any loss
arising out of or in connection with its actions (which includes the actions of
its agents and attorneys in fact) under this agreement so long as it (which
includes its agents and attorneys in fact) is not guilty of willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties hereunder.
(b) The Fund hereby agrees to indemnify and hold harmless the Transfer
Agent from and against any and all claims, demands, expenses and liabilities
(whether with or without basis in fact or law) of any and every nature which the
Transfer Agent may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of, or as a result of: (i) any action
taken or omitted to be taken by the Transfer Agent in good faith in reliance
upon any Certificate, instrument, order or stock certificate believed by it to
be genuine and to be signed, countersigned or executed by any duly authorized
person, upon the Oral Instructions or Written Instructions of an Authorized
Person of the Fund or upon the opinion of legal counsel for the Fund or its own
counsel; or (ii) any action taken or omitted to be taken by the Transfer Agent
in good faith in reliance upon any law, act, regulation or interpretation of the
same even though the same may thereafter have been altered, changed, amended or
repealed. However, indemnification hereunder shall not apply to actions or
omissions of the Transfer Agent or its officers, employees or agents in case of
its own gross negligence, willful misfeasance, bad faith, or reckless disregard
of its duties hereunder.
(c) The Transfer Agent hereby agrees to indemnify and hold harmless the
Fund from and against any and all claims, demands, expenses and liabilities
(whether with or without basis in fact or law) of any and every nature which the
Fund may sustain or incur or which may be asserted against the Fund by any
person by reason of, or as a result of, the gross negligence, willful
misfeasance, bad faith or reckless disregard of the Transfer Agent of its duties
hereunder. However, indemnification hereunder shall not apply to actions or
omissions of the Fund or its directors, trustees, officers, employees or agents
in case of its own gross negligence, willful misfeasance, bad faith, or reckless
disregard of its own or their own duties hereunder.
19. TERMINATION. This agreement may be terminated at any time, without
payment of penalty, by either party on not less than 90 days' written notice to
the other party. In the event such notice is given by the Fund, it shall be
accompanied by a resolution of the Board certified by the Secretary, electing to
terminate this agreement and designating a successor transfer agent.
20. AMENDMENT. This agreement may not be amended or modified in any
manner except by a written agreement executed by both parties to this agreement.
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21. SUBCONTRACTING. The Fund agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services to be provided hereunder;
provided, however, that the Transfer Agent shall continue to be responsible to
the Fund for the performance of those services to the extent specified in this
agreement.
22. SECURITY. The Transfer Agent represents and warrants that, to the
best of its knowledge, the various procedures and systems which the Transfer
Agent has implemented with regard to safeguarding from loss or damage
attributable to fire, theft or any other cause of the Fund's blank checks,
records and other data and the Transfer 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. The parties may review such systems and procedures on a
periodic basis.
23. CONFIDENTIALITY OF RECORDS.
(a) Except as otherwise required by law, the Transfer Agent agrees not to
disclose any information received from the Fund to any person except the
Transfer Agent's employees and agents, and shall use its best efforts to
maintain such information as confidential. Upon termination of this agreement,
the Transfer Agent shall return to the Fund all records in the possession and
control of the Transfer Agent related to the Fund's activities, other than the
Transfer Agent's own business records.
(b) Except as otherwise required by law, and except with the express prior
written consent of the Fund, the Transfer Agent shall not use for any purpose
other than the performance of its duties and obligations under this agreement
any shareholder or customer list of the Fund or any other information identified
by the Fund as confidential, provided that such information shall not include
any information which is known by or readily available to the general public or
any information which becomes known to the Transfer Agent independently of this
agreement and other than as a result of any improper act or omission of the
Transfer Agent.
24. MISCELLANEOUS.
(a) This agreement shall be construed in accordance with the laws of the
State of Missouri.
(b) This agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original; but such counterparts shall, together,
constitute only one instrument.
25. DISCLAIMER OF PERSONAL LIABILITY. The obligations of the Fund
hereunder shall not be binding upon any of the trustees of the Fund,
shareholders, nominees, officers, agents or employees of the Fund, personally,
but shall bind only the assets and property of the Fund as provided in the
Agreement and Declaration of Trust of the Fund.
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Dated: April 19, 1994
UNIVERSAL CAPITAL INVESTMENT TRUST XXXXX & XXXXXX, INC.
By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxxx Xxxxx X. Xxxxx
President President
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FEE SCHEDULE
Compensation payable by Universal Capital Investment Trust (the "Fund") to
Xxxxx & Babson, Inc. (the "Transfer Agent") pursuant to Section 4 of the
Transfer Agency agreement between the Fund and the Transfer Agent dated April
19, 1994 shall be as follows:
- Monthly fee per Shareholder account $1.00
- Fee per Shareholder-initiated transaction,
purchase (other than by reinvestment in
Fund shares), transfer or redemption $1.00
- Fee per account for dividend or
distribution paid $0.50
- Out-of-Pocket Expenses as incurred
There is no charge for processing changes in account information or for
furnishing information with respect to any account, and there is no charge for
opening a new account other than the $1.00 fee assessed for the initial
purchase. A dividend and distribution payable on the same date shall result in
the imposition of only one fee per account. The full monthly account fee will
be payable on an account that is open for any portion of a month.
Date: April 19, 1994
Approved:
UNIVERSAL CAPITAL INVESTMENT TRUST XXXXX & XXXXXX, INC.
By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxxx Xxxxx X. Xxxxx
President President
