CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property countersignature of the Transfer Agent. 2. The Transfer Agent may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents. 3. The Transfer Agent shall keep such records as are specified in Appendix C hereto in the form and manner, and for such period, as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund. 4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact. 5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good faith, negligence or willful misconduct. 6. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 8 contracts
Samples: Transfer Agency Agreement (New York Daily Tax Free Income Fund Inc), Transfer Agency Agreement (North Carolina Daily Municipal Income Fund Inc), Transfer Agency Agreement (Florida Daily Municipal Income Fund)
CONCERNING THE TRANSFER AGENT. 18.1. The Subject to the standard of care set forth in Section 8.4, the Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tapeComputer Tape, Certificate, oral instructions, writing or document reasonably believed by it to be genuine and to have been signed (in the case of written instructions or documents) or made by the proper person or persons and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund or such person. It Subject to the standard of care set forth in Section 8.4, the Transfer Agent shall also be similarly protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property proper countersignature of the Transfer AgentAgent or any prior transfer agent.
28.2. The Transfer Agent may establish such additional procedures, rules covenants that it shall carry out its responsibilities under this Agreement in accordance and compliance with the provisions of applicable laws and regulations governing the its operation as a transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agentsagent.
38.3. The Transfer Agent shall keep and maintain on behalf of the Fund such records as are specified in Appendix C hereto in which the form Fund or the Transfer Agent is, or may be, required to keep and mannermaintain pursuant to any applicable statutes, and for such period, as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authoritiesregulations, in particular Rules 31a-2 and 31a-3 including without limitation Rule 31a-1 under the federal Investment Company Act of 1940 as amended from time 1940, relating to timethe maintenance of records in connection with the services to be provided hereunder. The Transfer Agent may deliver agrees to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, make such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, Trust at reasonable times and auditors of the Fund, otherwise to keep confidential all records and records shall be delivered other information relative to the Fund upon request and in any event upon the date of termination of this Agreementits shareholders, as specified in Article IX of this Agreement, in the form and manner kept by except when the Transfer Agent on reasonably believes it has been requested to divulge such date of termination information by duly-constituted authorities or court process, or requested by a shareholder with respect to information concerning an account as to which such earlier date as may be shareholder has either a legal or beneficial interest or when requested by the Fund, the shareholder, or the dealer of record as to such account.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. (a) The Transfer Agent shall not be liable for any loss or damage, including counsel including, without limitation, attorneys' fees, expenses and court costs, resulting from its the Transfer Agent's actions or omissions to act under or otherwisein connection with this Agreement and its duties and responsibilities hereunder, except for any loss or damage arising out of its own failure to act in good faith, or its negligence or willful misconductmisfeasance.
6. (b) The Fund shall indemnify and exonerateTransfer Agent shall, save and hold harmless provided such coverage is readily available to the Transfer Agent from at reasonable rates and upon reasonable terms and conditions, maintain an insurance policy or surety bond, in the face amount of $10 million per covered transaction against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken losses suffered by the Transfer Agent in good faith and without negligence excess of the policy deductibles arising from errors or willful misconduct or in reliance upon (i) any provision omission on the part of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent in carrying out its responsibilities under this Agreement and other agreements. The Transfer Agent shall upon request, furnish promptly to the Fund copies of all insurance policies maintained pursuant to this Section 8.4(b) that have not previously been received from an Approved Institution; furnished to the Fund.
(ivc) Any costs or losses incurred by the Fund for the processing of any instrumentpurchase, order redemption, exchange or Share certificate reasonably believed by it other share transactions at a price per share other than the price per share applicable to be genuine and to be signed, countersigned or executed by any duly authorized Officer the effective date of the Fund; transaction (vthe foregoing being generally referred to herein as "as of" transactions) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel will be handled in the following manner:
1. For each calendar year, if all "as of" transactions for the Fund year resulting from the actions or inactions of the Transfer Agent, taken in the aggregate, result in a net loss to the Fund ("net loss"), Transfer Agent will reimburse the Fund for such net loss, except to the extent that such net loss may be offset by application of a "net benefit" to the Fund carried over from prior calendar years pursuant to sub-paragraph 2 immediately below.
2. The For each calendar year, if all "as of" transactions for the year resulting from the actions or inactions of the Transfer Agent, taken in the aggregate, result in a net benefit to the Fund ("net benefit"), the Fund shall indemnify and exonerate, save and hold not reimburse the Transfer Agent harmless from and against for the amount of such net benefit; however, any and all claims (whether with "net benefit" for any calendar year may be used to offset, in whole or without basis in fact or law)part, demands, expenses (including attorney's fees) and liabilities of any and every nature "net loss" suffered by the Fund in any future calendar year so as to reduce the amount by which the Transfer Agent may sustain or incur or shall be required to reimburse the Fund for such "net loss" in such year pursuant to sub-paragraph 1 immediately above.
3. Any "net loss" for which may be asserted against the Transfer Agent by reimburses the Fund in any person by reason of or calendar year shall not be carried over into future years so as a result of to offset any action taken or omitted to be taken by the Transfer Agent "net benefit" in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealedfuture years.
Appears in 7 contracts
Samples: Transfer Agency Agreement (Nuveen Flagship Municipal Trust), Transfer Agency Agreement (Nuveen Flagship Municipal Trust), Transfer Agency Agreement (Nuveen Flagship Multistate Trust Ii)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property countersignature of the Transfer Agent.
2. The Transfer Agent may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents.
3. The Transfer Agent shall keep such records as are specified in Appendix C C(1) hereto in the form and manner, and for such period, as it may deem advisable but not inconsistent with are required by the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C C(1) hereto maintained by the Transfer Agent pursuant to this paragraph 3 1 shall be considered to be the property of the Fund, Fund and the Transfer Agent shall be made make such records available promptly upon request for inspection by representatives of the officersFund's auditors and legal counsel, employees, and auditors employees of the Fund, officers of the Fund and employees of Dreyfus or any of its affiliates designated by the Fund, and such records shall be delivered to the Fund (or a designated successor transfer agent) upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form all forms and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund. By way of illustration only, and in no way limiting the generality of the foregoing provisions, if the Transfer Agent or its agent captures signatures from Fund applications for the purpose of verifying signatures on redemption checks, the captured signatures (representations of the shareholder's signature which are relied upon to verify signatures) are considered to be the property of the Fund in all forms maintained. In addition, account history data or other account information maintained on microfiche, microfilm, hard copy or other format, are all considered to be property of the Fund. The Fund will pay the Transfer Agent's reasonable out-of-pocket expenses for handling and delivering records to the Fund (or a designated successor transfer agent) pursuant to this paragraph, but will not be charged any amount for the compilation of such records. Inspections of records hereunder shall take place only during business hours, and upon not less than one business day's prior notice to the Transfer Agent.
2. The Transfer Agent may, upon written approval of the Fund, employ agents, sub-contractors or attorneys-in-fact. The Transfer Agent shall have with respect to the actions or omissions to act of each such agent, sub-contractor or attorney-in-fact the same rights, duties, and responsibilities as the Transfer Agent would have had if any such actions or omissions to act were the action or omission to act of the Transfer Agent or any officer or employee of the Transfer Agent. By executing this Agreement, the Fund gives its approval to the utilization of DST Systems, Inc. (“DST” or the “Sub-Transfer Agent”), and its permitted successors and assigns, as sub-contractor for the performance of any or all of the services required to be performed by the Transfer Agent hereunder.
3. Share certificates, the value of which does not exceed the limits of the Transfer Agent's Blanket Bond, shall be sent by the Transfer Agent by certified mail. Share certificates, the value of which exceeds the limits of the Transfer Agent's Blanket Bond, will be sent by the Transfer Agent by registered mail with adequate insurance.
4. The Transfer Agent may employ agents issue new Share certificates in place of Share certificates represented to have been lost, stolen or attorneys-in-fact at destroyed upon receiving indemnity provided by the expense alleged owner of the FundShare certificates reasonably deemed satisfactory by the Transfer Agent. The Transfer Agent may issue new Share certificates in exchange for, and shall not be liable for any loss or expense arising out upon surrender of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-factmutilated Share certificates.
5. The Transfer Agent shall not be liable will issue and mail subscription warrants for any loss the Shares; Shares representing dividends, exchanges or damagesplits, including counsel fees, resulting or act as conversion agent upon receiving written instructions from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good faith, negligence or willful misconductan Officer and such other documents as the Transfer Agent reasonably may deem necessary.
6. The Transfer Agent will supply shareholder lists to the Fund shall indemnify and exoneratefrom time to time, save and hold harmless at no cost to the Fund, upon receiving a request therefor from an Officer of the Fund.
7. At the request of an Officer, the Transfer Agent from will address and against mail such appropriate notices to shareholders as the Fund may direct.
8. Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and all claims shall not be liable for:
(whether with a) The legality of the issue or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities sale of any Shares to, the sufficiency of the amount to be received therefor from, or the authority of, any Approved Institution or the Fund, as the case may be, to request such sale or issuance;
(b) The legality of a transfer or redemption of Shares requested by, the propriety of the amount to be paid therefor by, or the authority of any Approved Institution or the Fund, as the case may be, to request, such transfer or redemption;
(c) The legality of the declaration of any dividend by the Fund, or the legality of the issuance of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of the Shares.
9. The Transfer Agent shall be entitled to receive and every nature which the Fund hereby agrees to pay to the Transfer Agent for its performance hereunder, including its performance of the duties and functions set forth in the Appendices hereto, the amounts set forth therein, as amended from time to time.
10. The Transfer Agent will at all times during the term of this Agreement maintain the following insurance policies, issued by a qualified insurance carrier with a Best's rating of “A” or better, in at least the following minimum amounts: (i) an Investment Company Asset Protection Bond providing coverage for, among other things, employee dishonesty, loss of money/securities, and forgery, in the amount necessary to satisfy the requirements of Rule 17g- 1(d) under the Investment Company Act of 1940, as amended from time to time, and (ii) a professional liability policy providing errors and omissions coverage in the amount of $5 million. Such bond and policy may be in the form of joint bonds and policies insuring the Dreyfus-affiliated funds, Dreyfus and its affiliates, and in the case of (i) above, the Transfer Agent may sustain rely on such bonds maintained by the Dreyfus-affiliated funds. All policies must be issued by a qualified insurance carrier with a Best’s rating of “A” or incur or which may be asserted against better, unless a carrier with a lower rating is specifically approved by the Fund.
11. The Transfer Agent by will not give any person by reason of other organization or as a result of any action taken mutual fund, whether or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or not affiliated with the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis preference in fact or law), demands, expenses (including attorney's fees) and liabilities of supplying 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 any action taken or omitted material service to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealedprovided hereunder.
Appears in 4 contracts
Samples: Transfer Agency Agreement (Dreyfus Manager Funds Ii), Transfer Agency Agreement (Dreyfus Investment Funds), Transfer Agency Agreement (Advantage Funds, Inc.)
CONCERNING THE TRANSFER AGENT. 18.1. The Subject to the standard of care set forth in Section 8.4, the Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tapeComputer Tape, Certificate, oral instructions, writing or document reasonably believed by it to be genuine and to have been signed (in the case of written instructions or documents) or made by the proper person or persons and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund or such person. It Subject to the standard of care set forth in Section 8.4, the Transfer Agent shall also be similarly protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property proper countersignature of the Transfer AgentAgent or any prior transfer agent.
28.2. The Transfer Agent may establish such additional procedures, rules covenants that it shall carry out its responsibilities under this Agreement in accordance and compliance with the provisions of applicable laws and regulations governing the its operation as a transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agentsagent.
38.3. The Transfer Agent shall keep and maintain on behalf of the Fund such records as are specified in Appendix C hereto in which the form Fund or the Transfer Agent is, or may be, required to keep and mannermaintain pursuant to any applicable statutes, and for such period, as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authoritiesregulations, in particular Rules 31a-2 and 31a-3 including without limitation Rule 31a-1 under the federal Investment Company Act of 1940 as amended from time 1940, relating to timethe maintenance of records in connection with the services to be provided hereunder. The Transfer Agent may deliver agrees to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, make such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, Fund at reasonable times and auditors of the Fund, otherwise to keep confidential all records and records shall be delivered other information relative to the Fund upon request and in any event upon the date of termination of this Agreementits shareholders, as specified in Article IX of this Agreement, in the form and manner kept by except when the Transfer Agent on reasonably believes it has been requested to divulge such date of termination information by duly-constituted authorities or court process, or requested by a shareholder with respect to information concerning an account as to which such earlier date as may be shareholder has either a legal or beneficial interest or when requested by the Fund, the shareholder, or the dealer of record as to such account.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. (a) The Transfer Agent shall not be liable for any loss or damage, including counsel including, without limitation, attorneys' fees, expenses and court costs, resulting from its the Transfer Agent's actions or omissions to act under or otherwisein connection with this Agreement and its duties and responsibilities hereunder, except for any loss or damage arising out of its own failure to act in good faith, or its negligence or willful misconductmisfeasance.
6. (b) The Fund shall indemnify and exonerateTransfer Agent shall, save and hold harmless provided such coverage is readily available to the Transfer Agent from at reasonable rates and upon reasonable terms and conditions, maintain an insurance policy or surety bond, in the face amount of $10 million per covered transaction against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken losses suffered by the Transfer Agent in good faith and without negligence excess of the policy deductibles arising from errors or willful misconduct or in reliance upon (i) any provision omission on the part of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent in carrying out its responsibilities under this Agreement and other agreements. The Transfer Agent shall upon request, furnish promptly to the Fund copies of all insurance policies maintained pursuant to this Section 8.4(b) that have not previously been received from an Approved Institution; furnished to the Fund.
(ivc) Any costs or losses incurred by the Fund for the processing of any instrumentpurchase, order redemption, exchange or Share certificate reasonably believed by it other share transactions at a price per share other than the price per share applicable to be genuine and to be signed, countersigned or executed by any duly authorized Officer the effective date of the Fund; transaction (vthe foregoing being generally referred to herein as "as of" transactions) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel will be handled in the following manner:
1. For each calendar year, if all "as of" transactions for the Fund year resulting from the actions or inactions of the Transfer Agent, taken in the aggregate, result in a net loss to the Fund ("net loss"), Transfer Agent will reimburse the Fund for such net loss, except to the extent that such net loss may be offset by application of a "net benefit" to the Fund carried over from prior calendar years pursuant to sub-paragraph 2 immediately below.
2. The For each calendar year, if all "as of" transactions for the year resulting from the actions or inactions of the Transfer Agent, taken in the aggregate, result in a net benefit to the Fund ("net benefit"), the Fund shall indemnify and exonerate, save and hold not reimburse the Transfer Agent harmless from and against for the amount of such net benefit; however, any and all claims (whether with "net benefit" for any calendar year may be used to offset, in whole or without basis in fact or law)part, demands, expenses (including attorney's fees) and liabilities of any and every nature "net loss" suffered by the Fund in any future calendar year so as to reduce the amount by which the Transfer Agent may sustain or incur or shall be required to reimburse the Fund for such "net loss" in such year pursuant to sub-paragraph 1 immediately above.
3. Any "net loss" for which may be asserted against the Transfer Agent by reimburses the Fund in any person by reason of or calendar year shall not be carried over into future years so as a result of to offset any action taken or omitted to be taken by the Transfer Agent "net benefit" in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealedfuture years.
Appears in 3 contracts
Samples: Transfer Agency Agreement (Nuveen Tax Free Reserves Inc), Transfer Agency Agreement (Nuveen Tax Free Money Market Fund Inc), Transfer Agency Agreement (Nuveen California Tax Free Fund Inc)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property countersignature of the Transfer Agent.
2. The Transfer Agent may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents.
3. The Transfer Agent shall keep such records as are specified in Appendix C hereto in the form and manner, and for such period, as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-in- fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good faith, negligence or willful misconduct.
6. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 3 contracts
Samples: Transfer Agency Agreement (Pax World Money Market Fund Inc), Transfer Agency Agreement (Georgia Daily Municipal Income Fund Inc), Transfer Agency Agreement (Connecticut Daily Tax Free Income Fund Inc)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property countersignature of the Transfer Agent.
2. The Transfer Agent may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents.
3. The Transfer Agent shall keep such records as are specified in Appendix C C(1) hereto in the form and manner, and for such period, as it may deem advisable but not inconsistent with are required by the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C C(1) hereto maintained by the Transfer Agent pursuant to this paragraph 3 1 shall be considered to be the property of the Fund, Fund and the Transfer Agent shall be made make such records available promptly upon request for inspection by representatives of the officersFund's auditors and legal counsel, employees, and auditors employees of the Fund, officers of the Fund and employees of Dreyfus or any of its affiliates designated by the Fund, and such records shall be delivered to the Fund (or a designated successor transfer agent) upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this AgreementAgreem ent, in the form all forms and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund. By way of illustration only, and in no way limiting the generality of the foregoing provisions, if the Transfer Agent or its agent captures signatures from Fund applications for the purpose of verifying signatures on redemption checks, the captured signatures (representations of the shareholder's signature which are relied upon to verify signatures) are considered to be the property of the Fund in all forms maintained. In addition, account history data or other account information maintained on microfiche, microfilm, hard copy or other format, are all considered to be property of the Fund. The Fund will pay the Transfer Agent's reasonable out-of-pocket expenses for handling and delivering records to the Fund (or a designated successor transfer agent) pursuant to this paragraph, but will not be charged any amount for the compilation of such records. Inspections of records hereunder shall take place only during business hours, and upon not less than one business day's prior notice to the Transfer Agent.
2. The Transfer Agent may, upon written approval of the Fund, employ agents, sub-contractors or attorneys-in-fact. The Transfer Agent shall have with respect to the actions or omissions to act of each such agent, sub-contractor or attorney-in-fact the same rights, duties, and responsibilities as the Transfer Agent would have had if any such actions or omissions to act were the action or omission to act of the Transfer Agent or any officer or employee of the Transfer Agent. By executing this Agreement, the Fund gives its approval to the utilization of DST Systems, Inc. (“DST” or the “Sub-Transfer Agent”), and its permitted successors and assigns, as sub-contractor for the performance of any or all of the services required to be performed by the Transfer Agent hereunder.
3. Share certificates, the value of which does not exceed the limits of the Transfer Agent's Blanket Bond, shall be sent by the Transfer Agent by certified mail. Share certificates, the value of which exceeds the limits of the Transfer Agent's Blanket Bond, will be sent by the Transfer Agent by registered mail with adequate insurance.
4. The Transfer Agent may employ agents issue new Share certificates in place of Share certificates represented to have been lost, stolen or attorneys-in-fact at destroyed upon receiving indemnity provided by the expense alleged owner of the FundShare certificates reasonably deemed satisfactory by the Transfer Agent. The Transfer Agent may issue new Share certificates in exchange for, and shall not be liable for any loss or expense arising out upon surrender of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-factmutilated Share certificates.
5. The Transfer Agent shall not be liable will issue and mail subscription warrants for any loss the Shares; Shares representing dividends, exchanges or damagesplits, including counsel fees, resulting or act as conversion agent upon receiving written instructions from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good faith, negligence or willful misconductan Officer and such other documents as the Transfer Agent reasonably may deem necessary.
6. The Transfer Agent will supply shareholder lists to the Fund shall indemnify and exoneratefrom time to time, save and hold harmless at no cost to the Fund, upon receiving a request therefor from an Officer of the Fund.
7. At the request of an Officer, the Transfer Agent from will address and against mail such appropriate notices to shareholders as the Fund may direct.
8. Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and all claims shall not be liable for:
(whether with a) The legality of the issue or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities sale of any Shares to, the sufficiency of the amount to be received therefor from, or the authority of, any Approved Institution or the Fund, as the case may be, to request such sale or issuance;
(b) The legality of a transfer or redemption of Shares requested by, the propriety of the amount to be paid therefor by, or the authority of any Approved Institution or the Fund, as the case may be, to request, such transfer or redemption;
(c) The legality of the declaration of any dividend by the Fund, or the legality of the issuance of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of the Shares.
9. The Transfer Agent shall be entitled to receive and every nature which the Fund hereby agrees to pay to the Transfer Agent for its performance hereunder, including its performance of the duties and functions set forth in the Appendices hereto, the amounts set forth therein, as amended from time to time.
10. The Transfer Agent will at all times during the term of this Agreement maintain the following insurance policies, issued by a qualified insurance carrier with a Best's rating of “A” or better, in at least the following minimum amounts: (i) an Investment Company Asset Protection Bond providing coverage for, among other things, employee dishonesty, loss of money/securities, and forgery, in the amount necessary to satisfy the requirements of Rule 17g- 1(d) under the Investment Company Act of 1940, as amended from time to time, and (ii) a professional liability policy providing errors and omissions coverage in the amount of $5 million. Such bond and policy may be in the form of joint bonds and policies insuring the Dreyfus-affiliated funds, Dreyfus and its affiliates, and in the case of (i) above, the Transfer Agent may sustain rely on such bonds maintained by the Dreyfus-affiliated funds. All policies must be issued by a qualified insurance carrier with a Best’s rating of “A” or incur or which may be asserted against better, unless a carrier with a lower rating is specifically approved by the Fund.
11. The Transfer Agent by will not give any person by reason of other organization or as a result of any action taken mutual fund, whether or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or not affiliated with the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis preference in fact or law), demands, expenses (including attorney's fees) and liabilities of supplying 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 any action taken or omitted material service to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealedprovided hereunder.
Appears in 3 contracts
Samples: Transfer Agency Agreement (Dreyfus Intermediate Municipal Bond Fund Inc), Transfer Agency Agreement (Dreyfus New York Amt-Free Municipal Money Market Fund), Transfer Agency Agreement (Dreyfus Premier California Amt-Free Municipal Bond Fund Inc)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents that it is currently registered with the appropriate federal agency for the registration of transfer agents, or is otherwise permitted to conduct lawfully its activities without such registration and that it will remain so registered for the duration of this Agreement. The Transfer Agent agrees that it will promptly notify the Fund in the event of any material change in its status as a registered transfer agent. Should the Transfer Agent fail to be registered with the SEC as a transfer agent at any time during this Agreement, and such failure to register does not permit the Transfer Agent to conduct lawfully its activities, the Fund may terminate this Agreement upon five days' written notice to the Transfer Agent.
2. The Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property proper countersignature of the Transfer Agent.
23. The Transfer Agent may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents.
34. The Transfer Agent shall keep such records in complete and accurate form as are specified in Appendix C hereto required by law or otherwise as required by the Fund's Prospectus or Statement of Additional Information or good business practice in the form and manner, and for such period, as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 Act, as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its discretionas mutually agreed with the Fund, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 4, which have not been previously delivered to the Fund pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the Fund, shall be made available promptly upon request for inspection by the officers, employees, employees and auditors of the Fund, and such records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX VIII of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
45. The Transfer Agent agrees on its own behalf and that of its employees to keep confidential all records of the Fund and information relating to the Fund and its shareholders (past, present and future), its investment adviser and its principal underwriter, unless the release of such records or information is otherwise consented to, in writing, by the Fund prior to its release. The Fund agrees that such consent shall not be unreasonably withheld, and may not be withheld where the Transfer Agent may be exposed to civil or criminal contempt proceedings or when required to divulge such information or records to duly constituted authorities.
6. Subject to approval by the Fund, the Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund. If the selection of any such agent or attorney-in-fact is approved by the Fund in a Certificate, and the Transfer Agent shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents such agent or attorneysattorney-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents agent or attorneysattorney-in-fact. In the event the selection of an agent or attorney-in-fact is not approved by the Fund, the Transfer Agent shall have with respect to the actions or omissions to act of such agent or attorney-in-fact the same rights, duties, and responsibilities as the Transfer Agent would have if any such actions or omissions to act were the action or omission to act of the Transfer Agent or any officer or employee of the Transfer Agent. Notwithstanding the foregoing, nothing contained in this paragraph shall obligate the Fund to approve the selection of any agent or attorney-in-fact, and the Fund shall at all times be free to withhold any such approval.
57. The Except to the extent set forth in paragraph 6 of this Article, the Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good faith, negligence or willful misconduct.
68. The Transfer Agent shall maintain insurance of the types and in the amounts deemed by it to be appropriate. To the extent that policies of insurance may provide for coverage of claims for liability or indemnity by the parties set forth in this Agreement, the contracts of insurance shall take precedence, and no provision of this Agreement shall be construed to relieve an insurer of any obligation to pay claims to the Fund, the Transfer Agent or other insured party which would otherwise be a covered claim in the absence of any provision of this Agreement.
9. 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 the safeguarding form loss or damage attributable by fire, theft or any other cause (including provision for twenty-four hours a day restricted access) of the Fund's blank checks, certificates, records and other data and the Transfer Agent's 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 obligation hereunder. The Transfer Agent shall review such systems and procedures on a periodic basis and the Fund shall have access to review these systems and procedures.
10. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 2 contracts
Samples: Transfer Agency, Accounting Services and Administrative Services Agreement (Gradison McDonald Municipal Custodian Trust), Transfer Agency, Accounting Services and Administrative Services Agreement (Gradison McDonald Cash Reserves Trust)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property countersignature of the Transfer Agent.
2. The Transfer Agent may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents.
3. The Transfer Agent shall keep such records as are specified in Appendix C C(1) hereto in the form and manner, and for such period, as it may deem advisable but not inconsistent with are required by the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C C(1) hereto maintained by the Transfer Agent pursuant to this paragraph 3 1 shall be considered to be the property of the Fund, Fund and the Transfer Agent shall be made make such records available promptly upon request for inspection by representatives of the officersFund's auditors and legal counsel, employees, and auditors employees of the Fund, officers of the Fund and employees of Dreyfus or any of its affiliates designated by the Fund, and such records shall be delivered to the Fund (or a designated successor transfer agent) upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form all forms and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund. By way of illustration only, and in no way limiting the generality of the foregoing provisions, if the Transfer Agent or its agent captures signatures from Fund applications for the purpose of verifying signatures on redemption checks, the captured signatures (representations of the shareholder's signature which are relied upon to verify signatures) are considered to be the property of the Fund in all forms maintained. In addition, account history data or other account information maintained on microfiche, microfilm, hard copy or other format, are all considered to be property of the Fund. The Fund will pay the Transfer Agent's reasonable out-of-pocket expenses for handling and delivering records to the Fund (or a designated successor transfer agent) pursuant to this paragraph, but will not be charged any amount for the compilation of such records. Inspections of records hereunder shall take place only during business hours, and upon not less than one business day's prior notice to the Transfer Agent.
2. The Transfer Agent may, upon written approval of the Fund, employ agents, sub-contractors or attorneys-in-fact. The Transfer Agent shall have with respect to the actions or omissions to act of each such agent, sub-contractor or attorney-in-fact the same rights, duties, and responsibilities as the Transfer Agent would have had if any such actions or omissions to act were the action or omission to act of the Transfer Agent or any officer or employee of the Transfer Agent. By executing this Agreement, the Fund gives its approval to the utilization of First Data Investor Services Group, Inc., and its permitted successors and assigns, as sub-contractor for the performance of any or all of the services required to be performed by the Transfer Agent hereunder.
3. Share certificates, the value of which does not exceed the limits of the Transfer Agent's Blanket Bond, shall be sent by the Transfer Agent by certified mail. Share certificates, the value of which exceeds the limits of the Transfer Agent's Blanket Bond, will be sent by the Transfer Agent by registered mail with adequate insurance.
4. The Transfer Agent may employ agents issue new Share certificates in place of Share certificates represented to have been lost, stolen or attorneys-in-fact at destroyed upon receiving instructions in writing from an Officer and indemnity provided by the expense alleged owner of the Share certificates reasonably deemed satisfactory by the Transfer Agent. Such instructions from the Fund shall be in such form as approved by the Fund's Board of in accordance with the provisions of law or of the By-Laws of the Fund governing such matters. The Transfer Agent may issue new Share certificates in exchange for, and shall not be liable for any loss or expense arising out upon surrender of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-factmutilated Share certificates.
5. The Transfer Agent shall not be liable will issue and mail subscription warrants for any loss the Shares; Shares representing dividends, exchanges or damagesplits, including counsel fees, resulting or act as conversion agent upon receiving written instructions from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good faith, negligence or willful misconductan Officer and such other documents as the Transfer Agent reasonably may deem necessary.
6. The Transfer Agent will supply shareholder lists to the Fund shall indemnify and exoneratefrom time to time, save and hold harmless at no cost to the Fund, upon receiving a request therefor from an Officer of the Fund.
7. At the request of an Officer, the Transfer Agent from will address and against mail such appropriate notices to shareholders as the Fund may direct.
8. Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and all claims shall not be liable for:
(whether with a) The legality of the issue or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities sale of any Shares to, the sufficiency of the amount to be received therefor from, or the authority of, any Approved Institution or the Fund, as the case may be, to request such sale or issuance;
(b) The legality of a transfer or redemption of Shares requested by, the propriety of the amount to be paid therefor by, or the authority of any Approved Institution or the Fund, as the case may be, to request, such transfer or redemption;
(c) The legality of the declaration of any dividend by the Fund, or the legality of the issuance of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of the Shares.
9. The Transfer Agent shall be entitled to receive and every nature which the Fund hereby agrees to pay to the Transfer Agent for its performance hereunder, including its performance of the duties and functions set forth in the Appendices hereto, the amounts set forth therein, as amended from time to time.
10. The Transfer Agent will at all times during the term of this Agreement maintain the following insurance policies, issued by a qualified insurance carrier with a Best's rating of `A' or better, in at least the following minimum amounts: (i) an Investment Company Asset Protection Bond providing coverage for, among other things, employee dishonesty, loss of money/securities, and forgery, in the amount of $125 million, such amount to be increased annually in proportion to the extent the total of all assets being serviced by the Transfer Agent increases, and (ii) a Professional Liability Policy providing errors and omissions coverage in the amount of $5 million. Such bonds may be in the form of a joint bond insuring the Dreyfus-affiliated funds, and Dreyfus and its affiliates, and in the case of (i) above, the Transfer Agent may sustain or incur or which may be asserted against rely on such bond maintained by the Dreyfus-affiliated funds.
11. The Transfer Agent by will not give any person by reason of other organization or as a result of any action taken mutual fund, whether or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or not affiliated with the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis preference in fact or law), demands, expenses (including attorney's fees) and liabilities of supplying 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 any action taken or omitted material service to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealedprovided hereunder.
Appears in 2 contracts
Samples: Transfer Agency Agreement (Mpam Funds Trust), Transfer Agency Agreement (Mpam Funds Trust)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property countersignature of the Transfer Agent.
2. The Transfer Agent may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents.
3. The Transfer Agent shall keep such records as are specified in Appendix C C(1) hereto in the form and manner, and for such period, as it may deem advisable but not inconsistent with are required by the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C C(1) hereto maintained by the Transfer Agent pursuant to this paragraph 3 1 shall be considered to be the property of the Fund, Fund and the Transfer Agent shall be made make such records available promptly upon request for inspection by representatives of the officersFund's auditors and legal counsel, employees, and auditors employees of the Fund, officers of the Fund and employees of Dreyfus or any of its affiliates designated by the Fund, and such records shall be delivered to the Fund (or a designated successor transfer agent) upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form all forms and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund. By way of illustration only, and in no way limiting the generality of the foregoing provisions, if the Transfer Agent or its agent captures signatures from Fund applications for the purpose of verifying signatures on redemption checks, the captured signatures (representations of the shareholder's signature which are relied upon to verify signatures) are considered to be the property of the Fund in all forms maintained. In addition, account history data or other account information maintained on microfiche, microfilm, hard copy or other format, are all considered to be property of the Fund. The Fund will pay the Transfer Agent's reasonable out-of-pocket expenses for handling and delivering records to the Fund (or a designated successor transfer agent) pursuant to this paragraph, but will not be charged any amount for the compilation of such records. Inspections of records hereunder shall take place only during business hours, and upon not less than one business day's prior notice to the Transfer Agent.
2. The Transfer Agent may, upon written approval of the Fund, employ agents, sub-contractors or attorneys-in-fact. The Transfer Agent shall have with respect to the actions or omissions to act of each such agent, sub-contractor or attorney-in-fact the same rights, duties, and responsibilities as the Transfer Agent would have had if any such actions or omissions to act were the action or omission to act of the Transfer Agent or any officer or employee of the Transfer Agent. By executing this Agreement, the Fund gives its approval to the utilization of DST Systems, Inc. (“DST” or the “Sub-Transfer Agent”), and its permitted successors and assigns, as sub-contractor for the performance of any or all of the services required to be performed by the Transfer Agent hereunder.
3. Share certificates, the value of which does not exceed the limits of the Transfer Agent's Blanket Bond, shall be sent by the Transfer Agent by certified mail. Share certificates, the value of which exceeds the limits of the Transfer Agent's Blanket Bond, will be sent by the Transfer Agent by registered mail with adequate insurance.
4. The Transfer Agent may employ agents issue new Share certificates in place of Share certificates represented to have been lost, stolen or attorneys-in-fact at destroyed upon receiving indemnity provided by the expense alleged owner of the FundShare certificates reasonably deemed satisfactory by the Transfer Agent. The Transfer Agent may issue new Share certificates in exchange for, and shall not be liable for any loss or expense arising out upon surrender of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-factmutilated Share certificates.
5. The Transfer Agent shall not be liable will issue and mail subscription warrants for any loss the Shares; Shares representing dividends, exchanges or damagesplits, including counsel fees, resulting or act as conversion agent upon receiving written instructions from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good faith, negligence or willful misconductan Officer and such other documents as the Transfer Agent reasonably may deem necessary.
6. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent will supply shareholder lists to the Fund from and against any and all claims (whether with or without basis in fact or law)time to time, demandsat no cost to the Fund, expenses (including attorney's fees) and liabilities 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 upon receiving a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received request therefor from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions .
7. At the request of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from will address and against mail such appropriate notices to shareholders as the Fund may direct.
8. Notwithstanding any and all claims (whether with or without basis in fact or law)of the foregoing provisions of this Agreement, demands, expenses (including attorney's fees) and liabilities of any and every nature which the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for:
(a) The legality of the issue or sale of any Shares to, the sufficiency of the amount to be received therefor from, or the authority of, any Approved Institution or the Fund, as the case may sustain be, to request such sale or incur issuance;
(b) The legality of a transfer or which redemption of Shares requested by, the propriety of the amount to be paid therefor by, or the authority of any Approved Institution or the Fund, as the case may be, to request, such transfer or redemption;
(c) The legality of the declaration of any dividend by the Fund, or the legality of the issuance of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of the Shares.
9. The Transfer Agent shall be asserted against entitled to receive and the Fund hereby agrees to pay to the Transfer Agent by any person by reason for its performance hereunder, including its performance of or the duties and functions set forth in the Appendices hereto, the amounts set forth therein, as a result of any action taken or omitted amended from time to be taken by the time.
10. The Transfer Agent will at all times during the term of this Agreement maintain the following insurance policies, issued by a qualified insurance carrier with a Best's rating of “A” or better, in good faith at least the following minimum amounts: (i) an Investment Company Asset Protection Bond providing coverage for, among other things, employee dishonesty, loss of money/securities, and without negligence or willful misconduct forgery, in connection with its appointment or in reliance upon any law, act, regulation or any interpretation the amount necessary to satisfy the requirements of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.Rule 17g-
Appears in 2 contracts
Samples: Transfer Agency Agreement (Dreyfus Laurel Tax Free Municipal Funds), Transfer Agency Agreement (Dreyfus Laurel Funds Trust)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Fund that:
(a) It is a corporation duly organized and existing under the laws of the State of Delaware.
(b) It is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by an Officer of the proper Fund or person or persons designated by the Fund and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers of the Fund and the property countersignature of the Transfer AgentFund.
23. The Transfer Agent upon notice to the Fund may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C Schedule II hereto in the form and manner, and for such period, as it may deem been advisable and is agreeable to the Fund but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to timeamended. The Transfer Agent acknowledges that such records are the property of the Fund. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the . The Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C Schedule II hereto maintained by the Transfer Agent pursuant to this paragraph 3 4, which have not been previously delivered to the Fund pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, negligence, willful misfeasance, gross negligence or willful misconductreckless disregard of its duties under this agreement.
6. (a) The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities 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 any action taken or omitted to be taken by any prior transfer agent of the Fund or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the ProspectusProspectus(es); (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim, demand, expense or liability to which it may seek indemnity pursuant to paragraph 6(a) above (each, an "Indemnifiable Claim") without the express written consent of an Officer of the Fund. The Transfer Agent shall notify the Fund within 15 days of receipt of notification of an Indemnifiable Claim, provided that the failure by the Transfer Agent to furnish such notification shall not impair its right to seek indemnification from the Fund unless the Fund is unable to adequately defend the Indemnifiable Claim as a result of such failure, and further provided, that if as a result of the Transfer Agent's failure to provide the Fund with timely notice of the institution of litigation a judgment by default is entered, prior to seeking indemnification from the Fund the Transfer Agent, at its own cost and expense, shall open such judgment. The Fund shall have the right to defend any Indemnifiable Claim at its own expense, provided that such defense shall be conducted by counsel selected by the Fund and reasonably acceptable to the Transfer Agent. The Transfer Agent may join in such defense at its own expense, but to the extent that it shall so desire the Fund shall direct such defense. The Fund shall not settle any Indemnifiable Claim without the express written consent of the Transfer Agent if the Transfer Agent determined that such settlement would have an adverse effect on the Transfer Agent beyond the scope of this Agreement. In such event, each of the Fund and the Transfer Agent shall be responsible for their own defense at their own cost and expense, and such claim shall not be deemed an Indemnifiable Claim hereunder. If the Fund shall fail or refuse to defend an Indemnifiable Claim, the Transfer Agent may provide its own defense at the cost and expense of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall not indemnify the Transfer Agent against any liability or expense arising out of the Transfer Agent's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. The Transfer Agent shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by the Transfer Agent as a result of the Transfer Agent's lack of good faith, negligence or willful misconduct.
7. The Transfer Agent shall not be liable to the fund with respect to any redemption draft on which the signature of the drawer is forged and which the fund's Custodian(s) or Cash Management bank has advised the Transfer Agent to honor the redemption; nor shall Transfer Agent be liable for any material alteration or absence or forgery of any endorsement, it being understood that the Transfer Agent's sole responsibility with respect to inspecting redemption drafts is to use reasonable care to verify the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of whether the Transfer Agent has been negligent or has breached this Agreement, any period of time, and only such period of time, during which the Transfer Agent's performance is materially affected, by reason of circumstances beyond its control (collectively, "Causes"), including, without limitation (except as provided below), (a) mechanical breakdowns of equipment (including any alternative power supply and operating systems software), flood or catastrophe, acts of God, failures of transportation, communication or power supply, strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer of the Fund for written instructions with respect to any matter arising in connection with the Transfer Agent's duties and obligations under this Agreement, and the Transfer Agent shall not be liable for any action taken or permitted by it in good faith in accordance with such written instructions. Such application by the Transfer Agent for written instructions from an Officer of the Fund may set forth in writing any action proposed to be taken or omitted by the Transfer Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. The Transfer Agent shall not be liable for any action taken or omitted in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting any such action, the Transfer Agent has received written instructions in response to such application specifying the action to be taken or omitted. The Transfer Agent may consult counsel of the Fund, or upon notice to the Fund, its own counsel, at the expense of the Fund and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of counsel to the fund or its own counsel.
10. The Transfer Agent may issue new Share certificates in place of certificates represented to have been lost, stolen, or destroyed upon receiving written instructions from the shareholder accompanied by proof of an indemnity or surety bond issued by a recognized insurance institution specified by the Fund or the Transfer Agent. If the Transfer Agent receives written notification from the shareholder or broker dealer that the certificate issued was never received, and such notification is made within 30 days of the date of issuance, the Transfer Agent may reissue the certificate without requiring a surety bond. The Transfer Agent may also reissue certificates which are represented as lost, stolen, or destroyed without requiring a surety bond provided that the notification is in writing and accompanied by an indemnification signed on behalf of a member firm of the New York Stock Exchange and signed by an officer of said firm with the signature guaranteed. Notwithstanding the foregoing, the Transfer Agent will reissue a certificate upon written authorization from an Officer of the Fund.
11. In case of any requests or demands for the inspection of the shareholder records of the Fund, the Transfer Agent will endeavor to notify the Fund promptly and to secure instructions from an Officer as to such inspection. The Transfer Agent reserves the right, however, to exhibit the shareholder records to any person whenever it receives an opinion from its counsel that there is a reasonable likelihood that the Transfer Agent will be held liable for the failure to exhibit the shareholder records to such person; provided, however, that in connection with any such disclosure the Transfer Agent shall promptly notify the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund the Transfer Agent will address and mail such appropriate notices to shareholders as the Fund may direct.
13. 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:
(a) The legality of the issue or sale of any Shares, the sufficiency of the amount to be received therefor, or the authority of the Approved Institution or of the Fund, as the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a redemption of any Shares, the property of the amount to be paid therefor, or the authority of the Approved Institution or of the Fund, as the case may be, to request such transfer or redemption;
(c) The legality of the declaration of any dividend by the Fund, or the legality of the issue of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of Shares.
14. The Transfer Agent shall be entitled to receive and the Fund hereby agrees to pay to the Transfer Agent for its performance hereunder, including its performance of the duties and functions set forth in Schedule I hereto, (i) its reasonable out-of-pocket expenses (including reasonable legal expenses and attorney's fees) incurred in connection with its performance hereunder and (ii) such compensation as may be agreed upon in writing from time to time by the Transfer Agent and the Fund.
15. The Transfer Agent shall have not duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Transfer Agent.
Appears in 2 contracts
Samples: Transfer Agency Agreement (PBHG Insurance Series Fund Inc), Transfer Agency Agreement (PBHG Insurance Series Fund Inc)
CONCERNING THE TRANSFER AGENT. 18.1. The Subject to the standard of care set forth in Section 8.4, the Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tapeComputer Tape, Certificate, oral instructions, writing or document reasonably believed by it to be genuine and to have been signed (in the case of written instructions or documents) or made by the proper person or persons and shall not be held to have 11 any notice of any change or of authority of any person until receipt of written notice thereof from the Fund or such person. It Subject to the standard of care set forth in Section 8.4, the Transfer Agent shall also be similarly protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property proper countersignature of the Transfer AgentAgent or any prior transfer agent.
28.2. The Transfer Agent may establish such additional procedures, rules covenants that it shall carry out its responsibilities under this Agreement in accordance and compliance with the provisions of applicable laws and regulations governing the its operation as a transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agentsagent.
38.3. The Transfer Agent shall keep and maintain on behalf of the Fund such records as are specified in Appendix C hereto in which the form Fund or the Transfer Agent is, or may be, required to keep and mannermaintain pursuant to any applicable statutes, and for such period, as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authoritiesregulations, in particular Rules 31a-2 and 31a-3 including without limitation Rule 31a-1 under the federal Investment Company Act of 1940 as amended from time 1940, relating to timethe maintenance of records in connection with the services to be provided hereunder. The Transfer Agent may deliver agrees to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, make such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, Trust at reasonable times and auditors of the Fund, otherwise to keep confidential all records and records shall be delivered other information relative to the Fund upon request and in any event upon the date of termination of this Agreementits shareholders, as specified in Article IX of this Agreement, in the form and manner kept by except when the Transfer Agent on reasonably believes it has been requested to divulge such date of termination information by duly-constituted authorities or court process, or requested by a shareholder with respect to information concerning an account as to which such earlier date as may be shareholder has either a legal or beneficial interest or when requested by the Fund, the shareholder, or the dealer of record as to such account.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. (a) The Transfer Agent shall not be liable for any loss or damage, including counsel including, without limitation, attorneys' fees, expenses and court costs, resulting from its the Transfer Agent's actions or omissions to act under or otherwisein connection with this Agreement and its duties and responsibilities hereunder, except for any loss or damage arising out of its own failure to act in good faith, or its negligence or willful misconductmisfeasance.
6. (b) The Fund shall indemnify and exonerateTransfer Agent shall, save and hold harmless provided such coverage is readily available to the Transfer Agent from at reasonable rates and upon reasonable terms and conditions, maintain an insurance policy or surety bond, in the face amount of $10 million per covered transaction against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken losses suffered by the Transfer Agent in good faith and without negligence excess of the policy deductibles arising from errors or willful misconduct or in reliance upon (i) any provision omission on the part of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent in carrying out its responsibilities under this Agreement and other agreements. The Transfer Agent shall upon request, furnish promptly to the Fund copies of all insurance policies maintained pursuant to this Section 8.4(b) that have not previously been received from an Approved Institution; furnished to the Fund.
(ivc) Any costs or losses incurred by the Fund for the processing of any instrumentpurchase, order redemption, exchange or Share certificate reasonably believed by it other share transactions at a price per share other than the price per share applicable to be genuine and to be signed, countersigned or executed by any duly authorized Officer the effective date of the Fund; transaction (vthe foregoing being generally referred to herein as "as of" transactions) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel will be handled in the following manner:
1. For each calendar year, if all "as of" transactions for the Fund year resulting from the actions or inactions of the Transfer Agent, taken in the aggregate, result in a net loss to the Fund ("net loss"), Transfer Agent will reimburse the Fund for such net loss, except to the extent that such net loss may be offset by application of a "net benefit" to the Fund carried over from prior calendar years pursuant to sub-paragraph 2 immediately below.
2. The For each calendar year, if all "as of" transactions for the year resulting from the actions or inactions of the Transfer Agent, taken in the aggregate, result in a net benefit to the Fund ("net benefit"), the Fund shall indemnify and exonerate, save and hold not reimburse the Transfer Agent harmless from and against for the amount of such net benefit; however, any and all claims (whether with "net benefit" for any calendar year may be used to offset, in whole or without basis in fact or law)part, demands, expenses (including attorney's fees) and liabilities of any and every nature "net loss" suffered by the Fund in any future calendar year so as to reduce the amount by which the Transfer Agent may sustain or incur or shall be required to reimburse the Fund for such "net loss" in such year pursuant to sub-paragraph 1 immediately above.
3. Any "net loss" for which may be asserted against the Transfer Agent by reimburses the Fund in any person by reason of or calendar year shall not be carried over into future years so as a result of to offset any action taken or omitted to be taken by the Transfer Agent "net benefit" in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealedfuture years.
Appears in 2 contracts
Samples: Transfer Agency Agreement (Nuveen Flagship Multistate Trust Ii), Transfer Agency Agreement (Nuveen Flagship Multistate Trust Ii)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Fund that:
(a) It is a corporation duly organized and existing under the laws of the State of Missouri.
(b) It is empowered under applicable law and by its Articles of Incorporation and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tapetape or electronic data transmission, writing or document reasonably believed by it to be genuine and to have been signed or made by an Officer of the proper Fund or person or persons designated by the Fund and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers of the Fund and the property countersignature of the Transfer AgentFund.
23. The Transfer Agent upon notice to the Fund may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C hereto in the form and manner, and for such period, as it may deem advisable and is agreeable to the Fund, but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to timeamended. The Transfer Agent acknowledges that such records are the property of the Fund. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the . The Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled cancelled Share certificate, certificate or other document so returned, if and when required. The Such records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 4, which have not been previously delivered to the Fund pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officersOfficers, employees, employees and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, willful misfeasance, gross negligence or willful misconductreckless disregard of its duties under this Agreement.
6. (a) The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's reasonable attorneys' fees) and liabilities 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 any action taken or omitted to be taken by any prior transfer agent of the Fund or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without gross negligence or willful misconduct misfeasance or in reliance upon upon: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape or electronic data transmission reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent; or (vii) any request by any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the NSCC (including, but not limited to, Networking and FundServ). The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's reasonable attorneys' fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim, demand, expense or liability to which it may seek indemnity pursuant to paragraph 6(a) above (each, an "Indemnifiable Claim") without the express written consent of an Officer of the Fund. The Transfer Agent shall notify the Fund within fifteen (15) days of receipt of notification of an Indemnifiable Claim, provided that the failure by the Transfer Agent to furnish such notification shall not impair its right to seek indemnification from the Fund unless the Fund is unable to adequately defend the Indemnifiable Claim as a result of such failure, and further provided, that if as a result of the Transfer Agent's failure to provide the Fund with timely notice of the institution of litigation a judgment by default is entered, prior to seeking indemnification from the Fund the Transfer Agent, at its own cost and expense, shall open such judgment. The Fund shall have the right to defend any Indemnifiable Claim at its own expense, provided that such defense shall be conducted by counsel selected by the Fund and reasonably acceptable to the Transfer Agent. The Transfer Agent may join in such defense at its own expense, but to the extent that it shall so desire the Fund shall direct such defense. The Fund shall not settle any Indemnifiable Claim without the express written consent of the Transfer Agent if the Transfer Agent determines that such settlement would have an adverse effect on the Transfer Agent beyond the scope of this Agreement. In such event, the Fund and the Transfer Agent shall each be responsible for their own defense at their own cost and expense, and such claim shall not be deemed an Indemnifiable Claim hereunder. If the Fund shall fail or refuse to defend an Indemnifiable Claim, the Transfer Agent may provide its own defense at the cost and expense of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall not indemnify the Transfer Agent against any liability or expense arising out of the Transfer Agent's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. The Transfer Agent shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by the Transfer Agent as a result of the Transfer Agent's lack of good faith, gross negligence or willful misfeasance.
7. The Transfer Agent shall not be liable to the Fund with respect to any redemption draft on which the signature of the drawer is forged and which the Fund's Custodian has advised the Transfer Agent to honor the redemption (but nothing herein is meant to impose any duties upon the Fund's Custodian); nor shall the Transfer Agent be liable for any material alteration or absence or forgery of any endorsement, it being understood that the Transfer Agent's sole responsibility with respect to inspecting redemption drafts is to use reasonable care to verify the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of whether the Transfer Agent has breached this Agreement in any way, any period of time, and only such period of time during which the Transfer Agent's performance is materially affected, by reason of circumstances beyond its control (collectively, "Causes"), including, without limitation, mechanical breakdowns of equipment (including any alternative power supply and operating systems software), flood or catastrophe, acts of God, failures of transportation, communication or power supply, strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer of the Fund for written instructions with respect to any matter arising in connection with the Transfer Agent's duties and obligations under this Agreement, and the Transfer Agent shall not be liable for any action taken or permitted by it in good faith in accordance with such written instructions. Such application by the Transfer Agent for written instructions from an Officer of the Fund may set forth in writing any action proposed to be taken or omitted by the Transfer Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. The Transfer Agent shall not be liable for any action taken or omitted in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting any such action, the Transfer Agent has received written instructions in response to such application specifying the action to be taken or omitted. The Transfer Agent may consult counsel of the Fund, or upon notice to the Fund, its own counsel, at the expense of the Fund and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of counsel to the Fund or its own counsel.
10. The Transfer Agent may issue new Share certificates in place of certificates represented to have been lost, stolen or destroyed upon receiving written instructions from the shareholder accompanied by proof of an indemnity or surety bond issued by a recognized insurance institution specified by the Fund or the Transfer Agent. If the Transfer Agent receives written notification from the shareholder or broker dealer that the certificate issued was never received, and such notification is made within thirty (30) days of the date of issuance, the Transfer Agent may reissue the certificate without requiring a surety bond. The Transfer Agent may also reissue certificates which are represented as lost, stolen or destroyed without requiring a surety bond provided that the notification is in writing and accompanied by an indemnification signed on behalf of a member firm of the New York Stock Exchange and signed by an officer of said firm with the signature guaranteed. Notwithstanding the foregoing, the Transfer Agent will reissue a certificate upon written authorization from an Officer of the Fund.
11. In case of any requests or demands for the inspection of the shareholder records of the Fund, the Transfer Agent will endeavor to notify the Fund promptly and to secure instructions from an Officer as to such inspection. The Transfer Agent reserves the right, however, to exhibit the shareholder records to any person whenever it receives an opinion from its counsel that there is a reasonable likelihood that the Transfer Agent will be held liable for the failure to exhibit the shareholder records to such person; provided, however, that in connection with any such disclosure the Transfer Agent shall promptly notify the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund, the Transfer Agent will address and mail such appropriate notices to shareholders as the Fund may direct.
13. 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:
(a) The legality of the issue or sale of any Shares, the sufficiency of the amount to be received therefor, or the authority of the Approved Institution or of the Fund, as the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a redemption of any Shares, the propriety of the amount to be paid therefor, or the authority of the Approved Institution or of the Fund, as the case may be, to request such transfer or redemption;
(c) The legality of the declaration of any dividend by the Fund, or the legality of the issue of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of Shares.
14. The Transfer Agent shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Transfer Agent.
Appears in 2 contracts
Samples: Transfer Agency Agreement (J&b Funds), Transfer Agency Agreement (Afba Five Star Funds Inc)
CONCERNING THE TRANSFER AGENT. 139. The Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property proper countersignature of the Transfer Agent.
240. The Transfer Agent may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents.
341. The Transfer Agent shall keep such records as are specified in Appendix C hereto in the form and manner, and for such period, as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its Its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled cancelled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled cancelled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 3, which have not been previously delivered to the Fund pursuant to the foregoing provisions of this paragraph 3, shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
442. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without bad faith, negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
543. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, negligence or willful misconduct.
644. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without bad faith, negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 1 contract
Samples: Transfer Agency Agreement (New York Daily Tax Free Income Fund Inc)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Fund that:
(a) It is a corporation duly organized and existing under the laws of the State of Delaware.
(b) It is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by an Officer of the proper Fund or person or persons designated by the Fund and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers of the Fund and the property countersignature of the Transfer AgentFund.
23. The Transfer Agent upon notice to the Fund may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C Schedule II hereto in the form and manner, and for such period, as it may deem advisable and is agreeable to the Fund but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to timeamended. The Transfer Agent acknowledges that such records are the property of the Fund. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the . The Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled cancelled Share certificate, or other document so returned, if and when required. The records specified in Appendix C Schedule II hereto maintained by the Transfer Agent pursuant to this paragraph 3 4, which have not been previously delivered to the Fund pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, negligence, willful misfeasance, gross negligence or willful misconductreckless disregard of its duties under this agreement.
6. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 1 contract
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Company that:
(a) It is a corporation duly organized and existing under the laws of the State of Ohio.
(b) It is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been held to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended. The Transfer Agent shall promptly give written notice to the Company and the Manager in the event that its registration is revoked or a proceeding is commenced that could result in such revocation.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund Company or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers of the Fund and the property countersignature of the Transfer AgentCompany.
23. The Transfer Agent upon notice to and consent of the Company, which consent will not be unreasonably withheld, may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C Schedules I and II hereto in the form and manner, manner and for such period, period as it may deem advisable and is agreeable to the Company but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good faith, negligence or willful misconduct.
6. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 1 contract
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Company that:
(a) It is a corporation duly organized and existing under the laws of the State of Delaware.
(b) It is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been held to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended. The Transfer Agent shall promptly give written notice to the Company and the Manager in the event that its registration
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund Company or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers Authorized Persons of the Fund and the property countersignature of the Transfer AgentCompany.
23. The Transfer Agent upon notice to and consent of the Company, which consent will not be unreasonably withheld, may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C Schedules I and II hereto in the form and manner, manner and for such period, period as it may deem advisable and is agreeable to the Company but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 Act, as amended from time to timeamended. The Transfer Agent may deliver to the Fund Company from time to time at its discretion, for safekeeping or disposition by the Fund Company in accordance with law, such records, papers, Share certificates which have been canceled cancelled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund . The Company shall assume all responsibility for any failure thereafter to produce any record, paper, canceled cancelled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 4, which have not been previously delivered to the Company pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the FundCompany, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, Company or other persons authorized by the Company and records shall be delivered to the Fund Company upon request and in any event upon the date of termination of this Agreement, as specified in Article IX VIII of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4Company. The Transfer Agent may employ agents or attorneys-in-fact at Upon reasonable request by the expense of the FundCompany, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts shall provide in good faith and without negligence hard copy or willful misconduct on microfilm, whichever the Transfer Agent shall elect, any records included in connection with the selection of any such agents or attorneys-in-fact.delivery which are maintained by the
5. (a) The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, negligence negligence, willful misfeasance or willful misconductreckless disregard of its duties under this Agreement.
(b) Notwithstanding anything to the contrary, neither the Transfer Agent 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 the Transfer Agent or its affiliates.
6. In performing its services hereunder, the Transfer Agent shall seek to attain the Performance Objectives set forth in Schedule III hereto. The Fund Transfer Agent's failure to meet any Transfer Agent performance objective shall not in and of itself constitute willful misconduct or negligence under this Agreement.
(a) The Company shall indemnify and exonerate, save and hold harmless the Transfer Agent Agent, its officers, directors and employees from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's attorneys' fees) and liabilities 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 as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectuses; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument or order reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Authorized Person of the Company; (v) any Certificate or other instruction of an Authorized Person; or (vi) any opinion of legal counsel for the Company or the Transfer Agent. The Company shall indemnify and hold harmless the Transfer Agent from and against all claims (whether with or without basis in fact or law), demands, expenses (including attorneys' fees) and liabilities of any 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reasonable reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealedrepealed thereafter.
(b) The Transfer Agent shall indemnify and hold harmless the Company, its officers, directors and employees from
(c) Neither party ("Indemnified Party") shall settle nor make any compromise of any claim, demand, expense or liability to which it may seek indemnity pursuant to paragraph 7(a) or (b) of this Article VII (each, an "Indemnifiable Claim") without the express written consent of the other party ("Indemnifying Party"). The Indemnified Party shall notify the Indemnifying Party within 15 days or a reasonable time (whichever is longer) of receipt of notification of an Indemnifiable Claim, provided that the failure by the Indemnified Party to furnish such notification shall not impair its right to seek indemnification from the Indemnifying Party unless the Indemnifying Party's ability to adequately defend the Indemnifiable Claim is impaired as a result of such failure, and further provided, that if as a result of the Indemnified Party failure to provide the Indemnifying Party with timely notice of the initiation of litigation, a judgment by default is entered, prior to seeking indemnification from the Indemnifying Party, the Indemnified Party, at its own cost and expense, shall oppose such judgment. The Indemnifying Party shall have the right to defend any Indemnifiable Claim at its own expense, provided that such defense shall be conducted by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. The Indemnified Party may join in such defense at its own expense, but to the extent that it shall so desire, the Indemnifying Party shall direct such defense. The Indemnifying Party shall not settle any Indemnifiable Claim without the express written consent of the Indemnified Party if the Indemnified Party determines that such settlement would have an adverse effect on the Indemnified Party beyond the scope of this Agreement. In such event, each of the Indemnifying Party and the Indemnified Party shall be responsible for their own defense at their own cost and expense, and such claim shall not be deemed an Indemnifiable Claim hereunder. If the Indemnifying Party fails or refuses to defend an Indemnifiable Claim, the Indemnified Party may provide its own defense at the cost and expense of the Indemnifying Party.
(d) Notwithstanding any provision in this Agreement to the contrary, the Indemnifying Party shall not indemnify the Indemnified Party against any liability or expense arising out of the Indemnified Party's negligence, willful
(e) Notwithstanding any provision in this Agreement to the contrary, the Transfer Agent may not avoid liability under this Agreement for any loss or damage by reason of its reliance on (i) a Certificate signed by an Authorized Person that is associated with or employed by the Transfer Agent or any of its affiliates (an "Affiliated Authorized Person"); (ii) any other instruction of an Affiliated Authorized Person or (iii) information provided by a Company Accountant that is associated with or employed by the Transfer Agent or any of its affiliates (an "Affiliated Company Accountant"), if such loss or damage was the result of an Affiliated Authorized Person's or an Affiliated Company Accountant's negligence, willful misfeasance, bad faith, or reckless disregard of its duties and obligations under this Agreement.
8. Excluded from the consideration of whether the Transfer Agent has been negligent or has breached this Agreement shall be any period of time, and only such period of time, during which the Transfer Agent's performance is materially affected by reason of circumstances beyond its control (collectively, "Causes"), including without limitation mechanical breakdowns of equipment (including any alternative power supply and operating systems software), flood or catastrophe, acts of God, failures of transportation, communication or power supply, strikes, lockouts, work stoppages or other similar circumstances.
9. The obligations of the parties hereto under paragraphs 2, 5, 6, 7 and 8 of Article VII shall survive termination of this Agreement.
10. At any time, the Transfer Agent may apply to an Authorized Person of the Company that is not associated with or employed by the Transfer Agent or any of its affiliates, for written instructions with respect to any matter arising in connection with the Transfer Agent's duties and obligations under this Agreement, and the Transfer Agent shall not be liable for any action taken or omitted by it in good faith in accordance with such written instructions. Such application by the Transfer Agent for written instructions from an Authorized Person of the Company may set forth in writing any action proposed to be taken or omitted by the Transfer Agent with respect to its duties or obligations under this Agreement and the date on and/or after
11. The Transfer Agent shall issue and mail subscription warrants for Shares of capital stock, Shares representing stock dividends, exchanges or splits, or act as conversion agent upon receiving written instructions from an Authorized Person and such other documents as the Transfer Agent may deem necessary.
12. The Transfer Agent shall supply shareholder lists to the Company upon receiving a request therefor from an Authorized Person of the Company.
(a) The Transfer Agent shall treat confidentially and as proprietary information of the Company records and other information relative to the Company and to persons who are at any time shareholders of the Company, and shall not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder. In case of any request or demand for the inspection of the shareholder records of the Company, the Transfer Agent shall to the extent permitted by applicable law endeavor to notify the Company promptly and to secure instructions from an Authorized Person as to such inspection. The Transfer Agent reserves the right, however, to exhibit the shareholder records to any person whenever it may be exposed to civil or criminal contempt proceedings for failure to comply or when requested to divulge information and records to duly constituted authorities; provided, however, that in connection with any such disclosure the Transfer Agent shall, to the extent permitted by applicable law, promptly notify the Company and the Manager that such disclosure has been made or is to be made.
(b) The Company shall treat confidentially and as proprietary information relative to the Transfer Agent and shall not use such information for any purposes other than the performance of its responsibilities and duties hereunder.
(c) The obligations of confidentiality in Paragraphs 13(a) and (b) shall survive termination or cancellation of this Agreement and shall not apply to any information which a party has in its possession when disclosed to
14. At the request of an Authorized Person of the Company, the Transfer Agent shall address and mail such appropriate notices to shareholders as the Company may direct.
15. 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:
(a) The legality of the issue or sale of any Shares, the sufficiency of the amount to be received therefor, or the authority of the Approved Institution or of the Company to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a redemption of any Shares, the propriety of the amount to be paid therefor, or the authority of the Approved Institution or of the Company to request such transfer or redemption;
(c) The legality of the declaration of any dividend by the Company, or the legality of the issue of any Shares in payment of any share dividend; or
(d) The legality of any recapitalization or readjustment of Shares.
16. The Transfer Agent shall be entitled to receive and the Company hereby agrees to pay to the Transfer Agent for its performance hereunder, including its performance of the duties and functions set forth in Schedule I hereto, (i) its reasonable Out-of-Pocket Expenses (including legal expenses and attorneys' fees) incurred in connection with its performance hereunder and (ii) such compensation as may be agreed upon in writing from time to time by the Transfer Agent and the Company.
17. The Transfer Agent shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Transfer Agent.
Appears in 1 contract
Samples: Transfer Agency Agreement (Pacific Horizon Funds Inc)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Fund that:
(a) It is a corporation duly organized and existing under the laws of the State of Missouri.
(b) It is empowered under applicable law and by its Articles of Incorporation and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tapetape or electronic data transmission, writing or document reasonably believed by it to be genuine and to have been signed or made by an Officer of the proper Fund or person or persons designated by the Fund and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers of the Fund and the property countersignature of the Transfer AgentFund.
23. The Transfer Agent upon notice to the Fund may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C hereto in the form and manner, and for such period, as it may deem advisable and is agreeable to the Fund, but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to timeamended. The Transfer Agent acknowledges that such records are the property of the Fund. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the . The Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled cancelled Share certificate, certificate or other document so returned, if and when required. The Such records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 4, which have not been previously delivered to the Fund pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officersOfficers, employees, employees and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, willful misfeasance, gross negligence or willful misconductreckless disregard of its duties under this Agreement.
6. (a) The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's reasonable attorneys' fees) and liabilities 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 any action taken or omitted to be taken by any prior transfer agent of the Fund or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without gross negligence or willful misconduct misfeasance or in reliance upon upon: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape or electronic data transmission reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent; or (vii) any request by any entity to carry out any transaction in Shares received by the Transfer Agent through any of the various programs offered through the NSCC (including, but not limited to, Networking and FundServ). The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's reasonable attorneys' fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance relianc upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim, demand, expense or liability to which it may seek indemnity pursuant to paragraph 6(a) above (each, an "Indemnifiable Claim") without the express written consent of an Officer of the Fund. The Transfer Agent shall notify the Fund within fifteen (15) days of receipt of notification of an Indemnifiable Claim, provided that the failure by the Transfer Agent to furnish such notification shall not impair its right to seek indemnification from the Fund unless the Fund is unable to adequately defend the Indemnifiable Claim as a result of such failure, and further provided, that if as a result of the Transfer Agent's failure to provide the Fund with timely notice of the institution of litigation a judgment by default is entered, prior to seeking indemnification from the Fund the Transfer Agent, at its own cost and expense, shall open such judgment. The Fund shall have the right to defend any Indemnifiable Claim at its own expense, provided that such defense shall be conducted by counsel selected by the Fund and reasonably acceptable to the Transfer Agent. The Transfer Agent may join in such defense at its own expense, but to the extent that it shall so desire the Fund shall direct such defense. The Fund shall not settle any Indemnifiable Claim without the express written consent of the Transfer Agent if the Transfer Agent determines that such settlement would have an adverse effect on the Transfer Agent beyond the scope of this Agreement. In such event, the Fund and the Transfer Agent shall each be responsible for their own defense at their own cost and expense, and such claim shall not be deemed an Indemnifiable Claim hereunder. If the Fund shall fail or refuse to defend an Indemnifiable Claim, the Transfer Agent may provide its own defense at the cost and expense of th Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall not indemnify the Transfer Agent against any liability or expense arising out of the Transfer Agent's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. The Transfer Agent shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by the Transfer Agent as a result of the Transfer Agent's lack of good faith, gross negligence or willful misfeasance.
7. The Transfer Agent shall not be liable to the Fund with respect to any redemption draft on which the signature of the drawer is forged and which the Fund's Custodian has advised the Transfer Agent to honor the redemption (but nothing herein is meant to impose any duties upon the Fund's Custodian); nor shall the Transfer Agent be liable for any material alteration or absence or forgery of any endorsement, it being understood that the Transfer Agent's sole responsibility with respect to inspecting redemption drafts is to use reasonable care to verify the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of whether the Transfer Agent has breached this Agreement in any way, any period of time, and only such period of time during which the Transfer Agent's performance is materially affected, by reason of circumstances beyond its control (collectively, "Causes"), including, without limitation, mechanical breakdowns of equipment (including any alternative power supply and operating systems software), flood or catastrophe, acts of God, failures o transportation, communication or power supply, strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer of the Fund for written instructions with respect to any matter arising in connection with the Transfer Agent's duties and obligations under this Agreement, and the Transfer Agent shall not be liable for any action taken or permitted by it in good faith in accordance with such written instructions. Such application by the Transfer Agent for written instructions from an Officer of the Fund may set forth in writing any action proposed to be taken or omitted by the Transfer Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. The Transfer Agent shall not be liable for any action taken or omitted in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting any such action, the Transfer Agent has received written instructions in response to such application specifying the action to be taken or omitted. The Transfer Agent may consult counsel of the Fund, or upon notice to the Fund, its own counsel, at the expense of the Fund and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of counsel to the Fund or its own counsel.
10. The Transfer Agent may issue new Share certificates in place of certificates represented to have been lost, stolen or destroyed upon receiving written instructions from the shareholder accompanied by proof of an indemnity or surety bond issued by a recognized insurance institution specified by the Fund or the Transfer Agent. If the Transfer Agent receives written notification from the shareholder or broker dealer that the certificate issued was never received, and such notification is made within thirty (30) days of the date of issuance, the Transfer Agent may reissue the certificate without requiring a surety bond. The Transfer Agent may also reissue certificates which are represented as lost, stolen or destroyed without requiring a surety bond provided that the notification is in writing and accompanied by an indemnificatio signed on behalf of a member firm of the New York Stock Exchange and signed by an officer of said firm with the signature guaranteed. Notwithstanding the foregoing, the Transfer Agent will reissue a certificate upon written authorization from an Officer of the Fund.
11. In case of any requests or demands for the inspection of the shareholder records of the Fund, the Transfer Agent will endeavor to notify the Fund promptly and to secure instructions from an Officer as to such inspection. The Transfer Agent reserves the right, however, to exhibit the shareholder records to any person whenever it receives an opinion from its counsel that there is a reasonable likelihood that the Transfer Agent will be held liable for the failure to exhibit the shareholder records to such person; provided, however, that in connection with any such disclosure the Transfer Agent shall promptly notify the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund, the Transfer Agent will address and mail such appropriate notices to shareholders as the Fund may direct.
13. 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:
(a) The legality of the issue or sale of any Shares, the sufficiency of the amount to be received therefor, or the authority of the Approved Institution or of the Fund, as the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a redemption of any Shares, the propriety of the amount to be paid therefor, or the authority of the Approved Institution or of the Fund, as the case may be, to request such transfer or redemption;
(c) The legality of the declaration of any dividend by the Fund, or the legality of the issue of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of Shares.
14. The Transfer Agent shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Transfer Agent.
Appears in 1 contract
Samples: Transfer Agency Agreement (Investors Mark Series Fund Inc)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property proper countersignature of the Transfer Agent.
2. The Transfer Agent may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents.
3. The Transfer Agent shall keep such records as are specified in Appendix C hereto in the form and manner, and for such period, as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good faith, negligence or willful misconduct.
6. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or on which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any and person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 1 contract
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property countersignature of the Transfer Agent.
2. The Transfer Agent may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents.
3. The Transfer Agent shall keep such records as are specified in Appendix C C(1) hereto in the form and manner, and for such period, as it may deem advisable but not inconsistent with are required by the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C C(1) hereto maintained by the Transfer Agent pursuant to this paragraph 3 1 shall be considered to be the property of the Fund, Trust and the Transfer Agent shall be made make such records available promptly upon request for inspection by representatives of the officersTrust's auditors and legal counsel, employeesemployees of the Trust, officers of the Trust and employees of Dreyfus or any of its affiliates designated by the Trust, and auditors of the Fund, and such records shall be delivered to the Fund Trust (or a designated successor transfer agent) upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form all forms and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the FundTrust. By way of illustration only, and in no way limiting the generality of the foregoing provisions, if the Transfer Agent or its agent captures signatures from Trust applications for the purpose of verifying signatures on redemption checks, the captured signatures (representations of the shareholder's signature which are relied upon to verify signatures) are considered to be the property of the Trust in all forms maintained. In addition, account history data or other account information maintained on microfiche, microfilm, hard copy or other format, are all considered to be property of the Trust. The Trust will pay the Transfer Agent's reasonable out-of-pocket expenses for handling and delivering records to the Trust (or a designated successor transfer agent) pursuant to this paragraph, but will not be charged any amount for the compilation of such records. Inspections of records hereunder shall take place only during business hours, and upon not less than one business day's prior notice to the Transfer Agent.
2. The Transfer Agent may, upon written approval of the Trust, employ agents, sub-contractors or attorneys-in-fact. The Transfer Agent shall have with respect to the actions or omissions to act of each such agent, sub-contractor or attorney-in-fact the same rights, duties, and responsibilities as the Transfer Agent would have had if any such actions or omissions to act were the action or omission to act of the Transfer Agent or any officer or employee of the Transfer Agent. By executing this Agreement, the Trust gives its approval to the utilization of DST Systems, Inc. ("DST"), and its permitted successors and assigns, as sub-contractor for the performance of any or all of the services required to be performed by the Transfer Agent hereunder.
3. The Transfer Agent will issue and mail subscription warrants for the Shares; Shares representing dividends, exchanges or splits, or act as conversion agent upon receiving written instructions from an Officer and such other documents as the Transfer Agent reasonably may deem necessary.
4. The Transfer Agent may employ agents or attorneys-in-fact will supply shareholder lists to the Trust from time to time, at no cost to the expense Trust, upon receiving a request therefore from an Officer of the FundTrust.
5. At the request of an Officer, the Transfer Agent will address and mail such appropriate notices to shareholders as the Trust may direct.
6. 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 for:
(a) The legality of the issue or sale of any loss Shares to, the sufficiency of the amount to be received therefore from, or expense arising out the authority of, any Approved Institution or in connection withthe Trust, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts case may be, to request such sale or issuance;
(b) The legality of a transfer or redemption of Shares requested by, or the propriety of the amount to be paid therefor by, or the authority of any Approved Institution or the Trust, as the case may be, to request, such transfer or redemption;
(c) The legality of the declaration of any dividend by the Trust, or the legality of the issuance of any Shares in good faith and without negligence payment of any stock dividend; or
(d) The legality of any recapitalization or willful misconduct in connection with readjustment of the selection of such agents or attorneys-in-factShares.
57. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions entitled to act or otherwise, except for any loss or damage arising out of its own failure receive and the Trust hereby agrees to act in good faith, negligence or willful misconduct.
6. The Fund shall indemnify and exonerate, save and hold harmless pay to the Transfer Agent for its performance hereunder, including its performance of the duties and functions set forth in the Appendices hereto, the amounts set forth therein, as amended from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities of any and every nature which the time to time.
8. The Transfer Agent may sustain will at all times during the term of this Agreement be insured under a professional liability policy providing errors and omissions coverage in the amount of at least $5 million issued by a qualified insurance carrier with a Best's rating of 'A' or incur or which may be asserted against the better if such policy is available on commercially reasonable terms.
9. The Transfer Agent by will not give any person by reason of other organization or as a result of any action taken mutual fund, whether or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or not affiliated with the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis preference in fact or law), demands, expenses (including attorney's fees) and liabilities of supplying 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 any action taken or omitted material service to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealedprovided hereunder.
Appears in 1 contract
Samples: Transfer Agency Agreement (Mellon Institutional Funds Investment Trust)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Trust that:
(a) It is a corporation duly organized and existing under the laws of the State of Delaware.
(b) It is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tapetape or electronic data transmission, writing or document reasonably believed by it to be genuine and to have been signed or made by an Officer of the proper Trust or person or persons designated by the Trust and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund Trust or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers of the Fund and the property countersignature of the Transfer AgentTrust.
23. The Transfer Agent upon notice to the Trust may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C Schedule II hereto in the form and manner, and for such period, as it may deem advisable and is agreeable to the Trust but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 31a- 2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to timeamended. The Transfer Agent acknowledges that such records are the property of the Trust. The Transfer Agent may deliver to the Fund Trust from time to time at its discretion, for safekeeping or disposition by the Fund Trust in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.to
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, negligence, willful misfeasance, gross negligence or willful misconduct.
6. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities reckless disregard 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of its duties under this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 1 contract
Samples: Transfer Agency Agreement (Morgan Grenfell Investment Trust)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property countersignature of the Transfer Agent.
2. The Transfer Agent may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents.
3. The Transfer Agent shall keep such records as are specified in Appendix C C(l) hereto in the form and manner, and for such period, as it may deem advisable but not inconsistent with are required by the rules and regulations of appropriate government authorities, in particular Rules 31a-2 3la-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C C(l) hereto maintained by the Transfer Agent pursuant to this paragraph 3 1 shall be considered to be the property of the Fund, Fund and the Transfer Agent shall be made make such records available promptly upon request for inspection by representatives of the officersFund's auditors and legal counsel, employees, and auditors employees of the Fund, officers of the Fund and employees of Dreyfus or any of its affiliates designated by the Fund, and such records shall be delivered to the Fund (or a designated successor transfer agent) upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form all forms and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund. By way of illustration only, and in no way limiting the generality of the foregoing provisions, if the Transfer Agent or its agent captures signatures from Fund applications for the purpose of verifying signatures on redemption checks, the captured signatures (representations of the shareholder's signature which are relied upon to verify signatures) are considered to be the property of the Fund in all forms maintained. In addition, account history data or other account information maintained on microfiche, microfilm, hard copy or other format, are all considered to be property of the Fund. The Fund will pay the Transfer Agent's reasonable out-of-pocket expenses for handling and delivering records to the Fund (or a designated successor transfer agent) pursuant to this paragraph, but will not be charged any amount for the compilation of such records. Inspections of records hereunder shall take place only during business hours, and upon not less than one business day's prior notice to the Transfer Agent.
42. The Transfer Agent may may, upon written approval of the Fund, employ agents agents, sub-contractors or attorneys-in-fact at the expense of the Fund, and fact. The Transfer Agent shall not be liable for any loss or expense arising out of, or in connection with, have with respect to the actions or omissions to act of its agents each such agent, sub-contractor or attorneysattorney-in-fact so long the same rights, duties, and responsibilities as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of would have had if any such agents or attorneys-in-fact.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act were the action or otherwise, except for any loss or damage arising out of its own failure omission to act in good faith, negligence or willful misconduct.
6. The Fund shall indemnify and exonerate, save and hold harmless of the Transfer Agent from and against or any and all claims (whether with officer or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer employee of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.Transfer
Appears in 1 contract
Samples: Transfer Agency Agreement (Dreyfus Laurel Funds Trust)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tapepaper, writing document, or document reasonably telephone instruction believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund Trust or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property countersignature of the Transfer Agent.
2. The Transfer Agent may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents.
3. The Transfer Agent shall keep such records as are specified in Appendix C hereto in the form and manner, and for such period, manner as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 as amended from time to time. The Transfer Agent may deliver to the Fund Trust from time to time at its discretion, for safekeeping or disposition by the Fund Trust in accordance with law, such records, paperspapers or documents, Share certificates which have been canceled in transferincluding checks drawn on the Trust's account and signed by Shareholders, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Transfer-Agent,, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall Trust assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, paper or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant this Paragraph, including the records described in Schedule A annexed hereto and made a part hereof, which have not been previously delivered to the Trust pursuant to the foregoing provisions of this paragraph 3 paragraph, shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, Trust and auditors of the Fund, and such records shall be delivered to the Fund upon request and in any event upon Trust on the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fundtermination.
43. The Transfer Agent may may, in connection with its appointment, employ agents or attorneys-in-fact at the expense of the Fundattorneys in fact, and shall not be liable for any loss or expense arising out of, of or in connection with, the with its actions or omissions to act of its agents or attorneys-in-fact under this appointment so long as the Transfer Agent it acts in good faith and without negligence is not negligent or guilty of any willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5misconduct. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good faith, negligence or willful misconduct.
6. The Fund Trust shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon any (i) any provision of this Agreement; (ii) the Prospectus; (iii) any written, telephone or wire purchase order, redemption request or instruction or order including, without limitation, any computer tape reasonably believed received by the Transfer Agent pursuant to have been received from an Approved Institution; this Agreement, (ivii) any instrument, instrument or order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized person or persons, (iii) Certificate or oral or written Instruction of an Authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; Trust or (viiv) any opinion of legal counsel for the Fund trust or the Transfer Agent. The Fund Trust shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same by an appropriate governmental agency even though such law, act or regulation the same may thereafter have been altered, changed, amended or repealed. In order that the indemnification provision contained in this paragraph 3 shall apply, upon the assertion of a claim for which the Trust may be required to indemnify the Transfer Agent, the Transfer Agent shall promptly notify the trust of such assertion, and shall keep the Trust advised with respect to all developments concerning such claim. The Trust shall have the option to participate with the Transfer Agent in the defense of such claim. The Transfer Agent shall in no case confess any claim of make any compromise in any case in which the Trust may be required to indemnify the Transfer Agent except with the Trust's prior written consent.
Appears in 1 contract
Samples: Transfer Agency Agreement (Merrill Lynch Usa Government Reserves)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Trust that:
(a) It is a corporation duly organized and existing under the laws of the State of Delaware.
(b) It is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section l7A of the Securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tapetape or electronic data transmission, writing or document reasonably believed by it to be genuine and to have been signed or made by an Officer of the proper Trust or person or persons designated by the Trust and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund Trust or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers of the Fund and the property countersignature of the Transfer AgentTrust.
23. The Transfer Agent upon notice to the Trust may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C Schedule II hereto in the form and manner, and for such period, as it may deem advisable and is agreeable to the Trust but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to timeamended. The Transfer Agent acknowledges that such records are the property of the Trust. The Transfer Agent may deliver to the Fund Trust from time to time at its discretion, for safekeeping or disposition by the Fund Trust in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund . The Trust shall assume all responsibility for any failure thereafter to produce any record, paper, canceled cancelled Share certificate, or other document so returned, if and when required. The records specified in Appendix C Schedule II hereto maintained by the Transfer Agent pursuant to this paragraph 3 Section 4, which have not been previously delivered to the Trust pursuant to the foregoing provisions of this Section 4, shall be considered to be the property of the FundTrust, shall be made available upon request for inspection by the officers, employees, and auditors of the FundTrust, and records shall be delivered to the Fund Trust upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-factTrust.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, negligence, willful misfeasance, gross negligence or willful misconduct.
6. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities reckless disregard 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of its duties under this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 1 contract
Samples: Transfer Agency Agreement (Morgan Grenfell Investment Trust)
CONCERNING THE TRANSFER AGENT. 18.1. The Subject to the standard of care set forth in Section 8.5, the Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tapeComputer Tape, Certificate, oral instructions, writing or document reasonably believed by it to be genuine and to have been signed (in the case of written instructions or documents) or made by the proper person or persons and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund Trust or such person. It Subject to the standard of care set forth in Section 8.5, the Transfer Agent shall also be similarly protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund Trust and the property proper countersignature of the Transfer AgentAgent or any prior transfer agent.
28.2. The Transfer Agent may establish such additional procedures, rules covenants that it shall carry out its responsibilities under this Agreement in accordance and compliance with the provisions of applicable laws and regulations governing the its operation as a transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agentsagent.
38.3. The Transfer Agent shall keep such and maintain on behalf of the Trust all records as are specified in Appendix C hereto in which the form Trust or the Transfer Agent is, or may be, required to keep and mannermaintain pursuant to any applicable statutes, and for such period, as it may deem advisable but not inconsistent with the rules and regulations of appropriate government authoritiesregulations, in particular Rules 31a-2 and 31a-3 including without limitation Rule 31a-1 under the federal Investment Company Act of 1940 as amended from time 1940, relating to timethe maintenance of records in connection with the services to be provided hereunder. The Transfer Agent may deliver agrees to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, make such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, Trust at reasonable times and auditors of the Fund, otherwise to keep confidential all records and records shall be delivered other information relative to the Fund upon request Trust and in any event upon the date of termination of this Agreementits shareholders, except when requested to divulge such information by duly-constituted authorities or court process, or requested by a shareholder with respect to information concerning an account as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on to which such date of termination shareholder has either a legal or such earlier date as may be beneficial interest or when requested by the FundTrust, the shareholder, or the dealer of record as to such account.
48.4. The Transfer Agent may may, with the prior written consent of the Trust evidenced by a Certificate, employ agents or attorneys-in-fact at the expense of the FundTrust, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its such agents or attorneys-in-fact so as long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. (a) The Transfer Agent shall not be liable for any loss or damage, including counsel including, without limitation, attorneys' fees, expenses and court costs, resulting from its actions or omissions to act under or otherwisein connection with this Agreement and its duties and responsibilities hereunder, except for any loss or damage arising out of its own failure to act in good faith, or its negligence or willful misconductmisfeasance; provided, however, that any liability of the Transfer Agent for losses or damages under this Agreement resulting from the Transfer Agent's actions or omissions to act under or in connection with this Agreement and its duties and responsibilities hereunder with respect to Shares, whether represented by certificates or uncertificated, held in Direct Accounts (such liability being hereinafter referred to as "Direct Account Liability") shall be further limited as follows: to the extent that the amount of any Direct Account Liability is not reimbursed from the proceeds of any insurance policy or policies maintained by the Transfer Agent, then the liability of the Transfer Agent to the Trust for Direct Account Liability during each of (i) the first twelve months following the Effective Date and (ii) each twelve month period commencing after the expiration of such initial twelve month period shall, in both instances, be limited to the greater of (x) $250,000 and (y) the sum of the 12 most recent monthly fee payments received by the Transfer Agent as to Direct Accounts as of the date that the Trust makes its claims for indemnity hereunder; provided, however, that if such claim shall be made prior to the end of the first month of this Agreement the amount in clause (y) shall be deemed to be $250,000; and provided, further, that if such claim shall be made after the first month of this Agreement but prior to the first anniversary of the Effective Date, the amount in clause (y) for the purposes of the first twelve months following the date of this Agreement shall initially be equal to the annualization of the Transfer Agent's fees received through the date of such claim, but shall be subject to adjustment, as necessary, on the first anniversary of the Effective Date on the basis of fees actually received during the first year of this Agreement, with any positive adjustment to be paid promptly by the Transfer Agent to the Trust and any negative adjustment to be refunded promptly by the Trust to the Transfer Agent. Payment by the Transfer Agent pursuant to this Section 8.5(a) shall be made promptly without need for demand by the Trust and in any event shall be made promptly after the receipt of the Trust's demand therefore together with appropriate documentation demonstrating the relevant loss or damage. OMC shall be jointly and severally liable for all of the Transfer Agent's obligations under this Section 8.5(a).
6(b) OMC or the Transfer Agent shall maintain an insurance policy or surety bond, in the face amount of $10 million per covered transaction against losses suffered by the Transfer Agent in excess of the policy deductibles arising from errors or omissions on the part of the Transfer Agent in carrying out its responsibilities under this Agreement. OMC or the Transfer Agent shall furnish promptly to the Trust copies of all insurance policies maintained pursuant to this Section 8.5(b) that have not previously been furnished to the Trust. OMC and the Transfer Agent shall direct their respective insurers to provide the Trust with at least 30 days' written notice of any cancellation of any policy maintained to satisfy Section 8.5(b). In addition, OMC and the Transfer Agent shall promptly provide the Trust with a copy of any amendment of any such policy.
8.6. The Fund Trust shall indemnify and exonerate, save and hold harmless the Transfer Agent (including its officers, directors, employees and agents) (hereinafter the Transfer Agent and such persons are referred to as "Indemnitees") from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including without limitation attorney's fees, expenses and court costs) and liabilities of any and every nature which the Transfer Agent any Indemnitee may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent Indemnitee by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in reasonable reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any Computer Tape reasonably believed by the Transfer Agent to have been received from an Approved Institution (or the Distributor or its agent acting on behalf of such Approved Institution); (iv) any instrument or order reasonably believed by the Transfer Agent to be genuine and to be signed, countersigned or executed by any duly authorized Officer; (v) any Certificate or other instructions of an Officer; (vi) any opinion of legal counsel for the Trust; (vii) any records or data supplied by the Trust's prior transfer agent; or (viii) any order of any court, arbitration panel or other judicial entity.
8.7. At any time the Transfer Agent may apply to an Officer of the Trust for written instructions with respect to any matters arising in connection with its appointment the Transfer Agent's duties and obligations under this Agreement, and the Transfer Agent shall not be liable for any action taken or omitted by it in reliance upon any lawgood faith and without negligence or willful misconduct in accordance with such written instruments. The Transfer Agent may consult with counsel to the Trust, act, regulation or any interpretation at the expense of the same even though Trust and shall be fully protected with respect to anything done or omitted by it in good faith and without negligence or willful misfeasance in accordance with the advice or opinion of counsel to the Trust. Such application by the Transfer Agent for written instructions from an Officer of the Trust may, at the option of the Transfer Agent, set forth in writing any action proposed to be taken or omitted by the Transfer Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such lawaction shall be taken, act and the Transfer Agent shall not be liable (other than for its bad faith, negligence or regulation willful misfeasance) for any action taken or omitted in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting any such action, the Transfer Agent has received written instructions in response to such application specifying the action to be taken or omitted.
(a) Any report, confirmation or other document furnished to the Trust or to an Approved Institution as part of the Transfer Agent's responsibilities under this Agreement the contents of which report, confirmation or other document are capable of verification by the Trust or Approved Institution, as applicable, in the ordinary course of business, within 7 Business Days of receipt shall be deemed final and conclusive on the 8th Business Day after such report, confirmation or document has been furnished to the Trust or Approved Institution, as the case may thereafter be, and the Transfer Agent shall not be liable to the Trust or such Approved Institution under this Agreement as to any error or omission in such report, confirmation or document that is not reported to the Transfer Agent within such 7-day period unless such error or omission was caused by the willful malfeasance of the Transfer Agent.
(b) Any report, confirmation or other document furnished to the Trust or an Approved Institution, the contents of which report, confirmation or other document is not capable of verification by the Trust or such Approved Institution, as applicable, within a 7-day period in the ordinary course of business but is capable of verification by the Trust or an Approved Institution within a 90-day period in the ordinary course of business, shall be deemed to be final and conclusive 90 days after it has been furnished to the Trust or such Approved Institution hereunder, and the Transfer Agent shall not be liable to the Trust or such Approved Institution for any error or omission in such report, confirmation or other document that is not reported to the Transfer Agent within such 90-day period unless such error or omission was caused by the willful malfeasance of the Transfer Agent.
(c) Any report, confirmation or other document furnished to the Trust or an Approved Institution, the contents of which report is not capable of verification by the Trust or such Approved Institution, as applicable, within a 90-day period in the ordinary course of business, including, without limitation, posting of debits to individual accounts in connection with check drafts and calculations of contingent deferred sales charges, shall be deemed to be final and conclusive 1 year after it has been furnished to the Trust or such Approved Institution and the Transfer Agent shall not be liable to the Trust or such Approved Institution for any error or omission in such report, confirmation or other document that is not reported to the Transfer Agent within such 1-year period, provided, however, that, following such 1-year period, the Transfer Agent shall nonetheless remain liable for (i) all damages suffered by the Trust as a result of any such error or omission caused by the Transfer Agent's willful malfeasance and (ii) 50% of the damages suffered by the Trust as a result of any such error or omission that was caused by the Transfer Agent's negligence and was not reported to the Transfer Agent within the 1-year period.
8.9. The Transfer Agent shall deliver Share certificates by courier or by certified or registered mail to the shareholder's address in the records of the Transfer Agent. The Transfer Agent shall advise the Trust of any Share certificates returned as undeliverable after being transmitted by courier or mailed as herein provided for.
8.10. The Transfer Agent may issue new Share certificates in place of Share certificates represented to have been alteredlost, changedstolen, or destroyed upon receiving instructions satisfactory to the Transfer Agent. If the Transfer Agent receives written notification from the owner of the lost, destroyed, or stolen Share certificate within a reasonable time after the owner has notice of such loss, destruction or theft, the Transfer Agent shall issue a replacement Share certificate upon receipt of an affidavit or affidavits of loss or nonreceipt and an indemnity agreement executed by the registered owner or his legal representative, and supported (a) in the case of a certificate having a value at the time of replacement of less than $100, by a fixed penalty surety bond for twice the then-current market value of Shares represented by said certificate and (b) in the case of a certificate having a value at time of replacement of $100 or more, by an open penalty bond, in form satisfactory to the Transfer Agent or (c) by such other documentation or reasonable assurances in a particular case as may be set forth in a Certificate. If the Trust receives such written notification from the owner of the lost, destroyed or stolen Share certificate within a reasonable time after the owner has notice of it, the Trust shall promptly notify the Transfer Agent. The Transfer Agent may issue new Share certificates in exchange for, and upon surrender of, mutilated Share certificates.
8.11. The Transfer Agent will supply shareholder lists to the Trus from time to time upon receiving a request therefor from an Officer of the Trust.
8.12. At the request of an Officer, the Transfer Agent will address and mail such appropriate notices to shareholders as the Trust may direct, at the Trust's expense.
8.13. 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:
(a) The legality of the issue or sale of any Shares, the sufficiency of the amount to be received therefor, or the authority of an Approved Institution or of the Trust, as the case may be, to request such sale or issuance;
(b) The legality of a transfer, exchange or of a redemption of any Shares by an Approved Institution, the propriety of the amount to be paid therefor, or the authority of an Approved Institution to request such transfer, exchange or redemption;
(c) The legality of the declaration of any dividend or capital gains distribution by the Trust, or the legality of the issue of any Shares in payment of any Share dividend or distribution; or
(d) The legality of any recapitalization or readjustment of the Shares.
8.14. The Transfer Agent shall be entitled to receive, and the Trust hereby agrees to pay to the Transfer Agent for its performance hereunder, including its performance of the duties and functions set forth in Appendix B hereto, (i) its reasonable out-of-pocket expenses (including without limitation legal expenses, court costs, and attorney's fees) incurred in connection with this Agreement and its performance hereunder and (ii) such compensation as is specified in Appendix C hereto as such fees may be amended from time to time by agreement in writing by the Transfer Agent and the Trust.
8.15. The Transfer Agent shall have no duties or repealedresponsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Transfer Agent.
Appears in 1 contract
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Fund that:
(a) It is a corporation duly organized and existing under the laws of the State of Delaware.
(b) It is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tapetape or electronic data transmission, writing or document reasonably believed by it to be genuine and to have been signed or made by an Officer of the proper Fund or person or persons designated by the Fund and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers of the Fund and the property countersignature of the Transfer AgentFund.
23. The Transfer Agent upon reasonable notice to the Fund may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C Schedule II hereto in the form and manner, and for such period, as it may deem advisable and is agreeable to the Fund but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to timeamended. The Transfer Agent acknowledges that such records are the property of the Fund. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the . The Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled cancelled Share certificate, or other document so returned, if and when required. The records specified in Appendix C Schedule II hereto maintained by the Transfer Agent pursuant to this paragraph 3 4, which have not been previously delivered to the Fund pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, or such staff of applicable regulatory agencies as the Fund may designate, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, negligence, willful misfeasance, gross negligence or willful misconductreckless disregard of its duties under this agreement.
6. 6 (a) The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities 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 any action taken or omitted to be taken by any prior transfer agent of the Fund or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape or electronic data transmission reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 1 contract
Samples: Transfer Agency Agreement (Bull & Bear Funds Ii Inc)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Company that:
(a) It is a corporation duly organized and existing under the laws of the State of Ohio.
(b) It is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been held to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended. The Transfer Agent shall promptly give written notice to the Company and the Manager in the event that its registration is revoked or a proceeding is commenced that could result in such revocation.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund Company or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers of the Fund and the property countersignature of the Transfer AgentCompany.
23. The Transfer Agent upon notice to and consent of the Company, which consent will not be unreasonably withheld, may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C Schedules I and II hereto in the form and manner, manner and for such period, period as it may deem advisable and is agreeable to the Company but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, negligence negligence, willful misfeasance or willful misconductreckless disregard of its duties under this Agreement.
6. In performing its services hereunder, the Transfer Agent shall seek to attain the Performance Objectives set forth in Schedule IV hereto. The Fund Transfer Agent's failure to meet any Transfer Agent performance objective shall not in and of itself constitute wilful misconduct or negligence under this Agreement.
(a) The Company shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against all claims (whether with or without basis in fact or law), demands,
(b) The Transfer Agent shall indemnify and hold harmless the Company, its officers, trustees, employees and agents from and against all claims (whether with or without basis in fact or law), demands, expenses (including attorneys' fees) and liabilities of any and every nature which the Company may sustain or incur or which may be asserted against the Company by any person as a result of any action taken or omitted to be taken by the Transfer Agent which constitutes bad faith, negligence, reckless disregard or willful misfeasance or arising out of a failure of the Transfer Agent to comply with this Agreement or a breach by the Transfer Agent of any representation or warranty contained in this Agreement or the attached Exhibits or Schedules.
(c) Neither party ("Indemnified Party") shall settle nor make any compromise of any claim, demand, expense or liability to which it may seek indemnity pursuant to paragraph 7(a) of this Article VIII (each, an "Indemnifiable Claim") without the express written consent of the other party ("Indemnifying Party"). The Indemnified
(d) Notwithstanding any provision in this Agreement to the contrary, the Indemnifying Party shall not indemnify the Indemnified Party against any liability or expense arising out of the Indemnifying Party's negligence, willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. The Indemnified Party shall indemnify and hold harmless the Indemnifying Party from and against any and all claims (whether with or without basis in fact or law), demandslosses, damages, costs, charges, counsel fees, payments, expenses (including attorney's fees) and liabilities 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 liability arising out of or attributable to any action or failure or omission to act by the Indemnified Party as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without Indemnified Party's bad faith, negligence, willful misfeasance, gross negligence or willful misconduct or in reliance upon (i) any provision reckless disregard of its duties under this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 1 contract
Samples: Transfer Agency Agreement (Pacific Horizon Funds Inc)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Company that:
(a) It is a corporation duly organized and existing under the laws of the State of Delaware.
(b) It is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been held to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended. The Transfer Agent shall promptly give written notice to the Company and the Manager in the event that its registration is revoked or a proceeding is commenced that could result in such revocation.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund Company or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers of the Fund and the property countersignature of the Transfer AgentCompany.
23. The Transfer Agent upon notice to and consent of the Company, which consent will not be unreasonably withheld, may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C Schedules I and II hereto in the form and manner, manner and for such period, period as it may deem advisable and is agreeable to the Company but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 Act, as amended from time to timeamended. The Transfer Agent may deliver to the Fund Company from time to time at its discretion, for safekeeping or disposition by the Fund Company in accordance with law, such records, papers, Share certificates which have been canceled cancelled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund . The Company shall assume all responsibility for any failure thereafter to produce any record, paper, canceled cancelled Share certificate, or other document so returned, if and when required. The records specified in Appendix C hereto maintained by the Transfer Agent pursuant to this paragraph 3 shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good faith, negligence or willful misconduct.
6. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.when
Appears in 1 contract
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent shall not be liable and shall be fully protected in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property countersignature of the Transfer Agent.
2. The Transfer Agent may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank transfer agents.
3. The Transfer Agent shall keep such records as are specified in Appendix C C(1) hereto in the form and manner, and for such period, as it may deem advisable but not inconsistent with are required by the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to time. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C C(1) hereto maintained by the Transfer Agent pursuant to this paragraph 3 1 shall be considered to be the property of the Fund, Fund and the Transfer Agent shall be made make such records available promptly upon request for inspection by representatives of the officersFund's auditors and legal counsel, employees, and auditors employees of the Fund, officers of the Fund and employees of Dreyfus or any of its affiliates designated by the Fund, and such records shall be delivered to the Fund (or a designated successor transfer agent) upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form all forms and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund. By way of illustration only, and in no way limiting the generality of the foregoing provisions, if the Transfer Agent or its agent captures signatures from Fund applications for the purpose of verifying signatures on redemption checks, the captured signatures (representations of the shareholder's signature which are relied upon to verify signatures) are considered to be the property of the Fund in all forms maintained. In addition, account history data or other account information maintained on microfiche, microfilm, hard copy or other format, are all considered to be property of the Fund. The Fund will pay the Transfer Agent's reasonable out-of-pocket expenses for handling and delivering records to the Fund (or a designated successor transfer agent) pursuant to this paragraph, but will not be charged any amount for the compilation of such records. Inspections of records hereunder shall take place only during business hours, and upon not less than one business day's prior notice to the Transfer Agent.
2. The Transfer Agent may, upon written approval of the Fund, employ agents, sub-contractors or attorneys-in-fact. The Transfer Agent shall have with respect to the actions or omissions to act of each such agent, sub-contractor or attorney-in-fact the same rights, duties, and responsibilities as the Transfer Agent would have had if any such actions or omissions to act were the action or omission to act of the Transfer Agent or any officer or employee of the Transfer Agent. By executing this Agreement, the Fund gives its approval to the utilization of DST Systems, Inc., and its permitted successors and assigns, as sub-contractor for the performance of any or all of the services required to be performed by the Transfer Agent hereunder.
3. Share certificates, the value of which does not exceed the limits of the Transfer Agent's Blanket Bond, shall be sent by the Transfer Agent by certified mail. Share certificates, the value of which exceeds the limits of the Transfer Agent's Blanket Bond, will be sent by the Transfer Agent by registered mail with adequate insurance.
4. The Transfer Agent may employ agents issue new Share certificates in place of Share certificates represented to have been lost, stolen or attorneys-in-fact at destroyed upon receiving instructions in writing from an Officer and indemnity provided by the expense alleged owner of the Share certificates reasonably deemed satisfactory by the Transfer Agent. Such instructions from the Fund shall be in such form as approved by the Fund's Board of in accordance with the provisions of law or of the By-Laws of the Fund governing such matters. The Transfer Agent may issue new Share certificates in exchange for, and shall not be liable for any loss or expense arising out upon surrender of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-factmutilated Share certificates.
5. The Transfer Agent shall not be liable will issue and mail subscription warrants for any loss the Shares; Shares representing dividends, exchanges or damagesplits, including counsel fees, resulting or act as conversion agent upon receiving written instructions from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good faith, negligence or willful misconductan Officer and such other documents as the Transfer Agent reasonably may deem necessary.
6. The Transfer Agent will supply shareholder lists to the Fund shall indemnify and exoneratefrom time to time, save and hold harmless at no cost to the Fund, upon receiving a request therefor from an Officer of the Fund.
7. At the request of an Officer, the Transfer Agent from will address and against mail such appropriate notices to shareholders as the Fund may direct.
8. Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and all claims shall not be liable for:
(whether with a) The legality of the issue or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities sale of any Shares to, the sufficiency of the amount to be received therefor from, or the authority of, any Approved Institution or the Fund, as the case may be, to request such sale or issuance;
(b) The legality of a transfer or redemption of Shares requested by, the propriety of the amount to be paid therefor by, or the authority of any Approved Institution or the Fund, as the case may be, to request, such transfer or redemption;
(c) The legality of the declaration of any dividend by the Fund, or the legality of the issuance of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of the Shares.
9. The Transfer Agent shall be entitled to receive and every nature which the Fund hereby agrees to pay to the Transfer Agent for its performance hereunder, including its performance of the duties and functions set forth in the Appendices hereto, the amounts set forth therein, as amended from time to time.
10. The Transfer Agent will at all times during the term of this Agreement maintain the following insurance policies, issued by a qualified insurance carrier with a Best's rating of 'A' or better, in at least the following minimum amounts: (i) an Investment Company Asset Protection Bond providing coverage for, among other things, employee dishonesty, loss of money/securities, and forgery, in the amount of $125 million, such amount to be increased annually in proportion to the extent the total of all assets being serviced by the Transfer Agent increases, and (ii) a Professional Liability Policy providing errors and omissions coverage in the amount of $5 million. Such bonds may be in the form of a joint bond insuring the Dreyfus-affiliated funds, and Dreyfus and its affiliates, and in the case of (i) above, the Transfer Agent may sustain or incur or which may be asserted against rely on such bond maintained by the Dreyfus-affiliated funds.
11. The Transfer Agent by will not give any person by reason of other organization or as a result of any action taken mutual fund, whether or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or not affiliated with the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis preference in fact or law), demands, expenses (including attorney's fees) and liabilities of supplying 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 any action taken or omitted material service to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealedprovided hereunder.
Appears in 1 contract
Samples: Transfer Agency Agreement (Dreyfus Dynamic Alternatives Fund, Inc.)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Trust that:
(a) It is a corporation duly organized and existing under the laws of the State of Delaware.
(b) It is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tapetape or electronic data transmission, writing or document reasonably believed by it to be genuine and to have been signed or made by an Officer of the proper Trust or person or persons designated by the Trust and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund Trust or such person. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the Officers of the Fund and the property countersignature of the Transfer Agent.
23. The Transfer Agent upon notice to the Trust may establish such additional procedures, rules and regulations governing the transfer or registration of certificates of stock Shares as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C Schedule II hereto in the form and manner, and for such period, as it may deem advisable and is agreeable to the Trust but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to timeamended. The Transfer Agent acknowledges that such records are the property of the Trust. The Transfer Agent may deliver to the Fund Trust from time to time at its discretion, for safekeeping or disposition by the Fund Trust in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the Fund . The Trust shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C schedule II hereto maintained by the Transfer Agent pursuant to this paragraph 3 4, which have not been previously delivered to the Trust pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the FundTrust, shall be made available upon request for inspection by the officers, employees, and auditors of the FundTrust, and records shall be delivered to the Fund Trust upon request and in any event upon the date of termination of this Agreement, as specified in Article IX VII of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-factTrust.
5. The Transfer Agent shall not be liable for any loss or damage, including reasonable counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, negligence negligence, willful misfeasance or willful misconductreckless disregard of its duties under this agreement.
6. (a) The Fund Trust shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities 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 any action taken or omitted to be taken by any prior transfer agent of the Trust or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape or electronic data transmission reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, instrument or order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the FundTrust; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer AgentTrust. The Fund Trust shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim, demand, expense or liability to which it may seek indemnity pursuant to paragraph 6(a) above (each, an "Indemnifiable Claim") without the express written consent of an Officer of the Trust. The Transfer Agent shall notify the Trust within 15 days of receipt of notification of an Indemnifiable Claim, provided that the failure by the Transfer Agent to furnish such notification shall not impair its right to seek indemnification from the Trust unless the Trust is unable to adequately defend the Indemnifiable Claim as a result of such failure, and further provided, that if as a result of the Transfer Agent's failure to provide the Trust with timely notice of the institution of litigation a judgment by default is entered, prior to seeking indemnification from the Trust the Transfer Agent, at its own cost and expense, shall open such judgment. The Trust shall have the right to defend any Indemnifiable Claim at its own expense, provided that such defense shall be conducted by counsel selected by the Trust and reasonably acceptable to the Transfer Agent. The Transfer Agent may join in such defense at its own expense, but to the extent that it shall so desire the Trust shall direct such defense. The Trust shall not settle any Indemnifiable Claim without the express written consent of the Transfer Agent if the Transfer Agent determines that such settlement would have a material adverse effect on the Transfer Agent beyond the scope of this Agreement. In such event, each of the Trust and the Transfer Agent shall be responsible for their own defense at their own cost and expense, and such claim shall not be deemed an Indemnifiable Claim hereunder. If the Trust shall fail or refuse to defend an Indemnifiable Claim, the Transfer Agent may provide its own defense at the cost and expense of the Trust. Anything in this Agreement to the contrary notwithstanding, the Trust shall not indemnify the Transfer Agent against any liability or expense arising out of the Transfer Agent's willful misfeasance, bad faith, negligence or reckless disregard of its duties and obligations under this Agreement. The Transfer Agent shall indemnify and hold the Trust harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by the Transfer Agent as a result of the Transfer Agent's lack of good faith, negligence or willful misconduct.
7. The Transfer Agent shall not be liable to the Trust with respect to any redemption draft on which the signature of the drawer is forged and as to which the Trust's Custodian has advised the Transfer Agent to honor the redemption; nor shall Transfer Agent be liable for any material alteration to or absence or forgery of any endorsement, it being understood that the Transfer Agent's sole responsibility with respect to inspecting redemption drafts is to use reasonable care to verify the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of whether the Transfer Agent has been negligent or has breached this Agreement, any period of time, and only such period of time, during which the Transfer Agent's performance is materially affected, by reason of circumstances beyond its reasonable control (collectively, "Causes"), including, without limitation (except as provided below), (a) mechanical breakdowns of equipment (including any alternative power supply and operating systems software), flood or catastrophe, acts of God, failures of transportation, communication or power supply, strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer of the Trust for written instructions with respect to any matter arising in connection with the Transfer Agent's duties and obligations under this Agreement, and the Transfer Agent shall not be liable for any action taken or permitted by it in good faith in accordance with such written instructions. Such application by the Transfer Agent for written instructions from an Officer of the Trust shall set forth in writing any action proposed to be taken or omitted by the Transfer Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. The Transfer Agent shall not be liable for any action taken or omitted in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting any such action, the Transfer Agent has received written instructions in response to such application specifying the action to be taken or omitted. The Transfer Agent may consult counsel of the Trust, or upon notice to the Trust, its own counsel, at the expense of the Trust and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of counsel to the Trust or its own counsel.
10. In case of any requests or demands for the inspection of the shareholder records of the Trust, the Transfer Agent will endeavor to notify the Trust promptly and to secure instructions from an Officer as to such inspection. The Transfer Agent reserves the right, however, to exhibit the shareholder records to any person whenever it receives an opinion from its counsel that there is a reasonable likelihood that the Transfer Agent will be held liable for the failure to exhibit the shareholder records to such person; provided, however, that in connection with any such disclosure the Transfer Agent shall promptly notify the Trust that such disclosure has been made or is to be made.
11. At the request of an Officer of the Trust the Transfer Agent will address and mail such appropriate notices to shareholders as the Trust may direct.
12. 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:
(a) The legality of the issue or sale of any Shares, the sufficiency of the amount to be received therefor, or the authority of the Approved Institution or of the Trust, as the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a redemption of any Shares, the propriety of the amount to be paid therefor, or the authority of the Approved Institution or of the Trust, as the case may be, to request such transfer or redemption;
(c) The legality of the declaration of any dividend by the Trust, or the legality of the issue of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of Shares.
13. The Transfer Agent shall be entitled to receive and the Trust hereby agrees to pay to the Transfer Agent for its performance hereunder, including its performance of the duties and functions set forth in Schedule I hereto, (i) its reasonable out-of-pocket expenses (including reasonable legal expenses and attorney's fees) incurred in connection with its performance hereunder and (ii) such compensation as may be agreed upon in writing from time to time by the Transfer Agent and the Trust.
14. The Transfer Agent shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Transfer Agent.
Appears in 1 contract
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Fund that:
(a) It is a corporation duly organized and existing under the laws of the State of Delaware.
(b) It is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended.
(e) The execution, delivery and performance of this Agreement by Transfer Agent do not and will not violate any applicable law or regulation and do not require the consent of any governmental or other regulatory body except for such consents and approvals which have been obtained.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by the proper person or persons and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers of the Fund and the property countersignature of the Transfer AgentFund.
23. The Transfer Agent upon notice to the Fund may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may reasonably deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C Schedules I and II hereto in the form and manner, and for such period, as it may deem advisable and is agreeable to the Fund but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to timeamended. The Transfer Agent acknowledges that such records are the property of the Fund. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share share certificates which have been canceled cancelled in transfer, exchange or redemption, redemption or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the . The Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled cancelled Share certificate, or other document so returned, if and when required. The records specified in Appendix C Schedule II hereto maintained by the Transfer Agent pursuant to this paragraph 3 4, which have not been previously delivered to the Fund pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund. Upon reasonable request by the Fund, the Transfer Agent shall provide in hard copy or on microfilm, whichever the Transfer Agent shall elect, any records included in any such delivery, which are maintained by the Transfer Agent on a computer disk or are similarly maintained.
45. The Transfer Agent may employ agents or attorneys-in-fact to provide non-essential services at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact. Non-essential services as used herein shall mean those services which are not material to the daily operation of the Fund and are not part of the core product measured in Schedule I hereto.
56. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, negligence, willful misfeasance, gross negligence or willful misconductreckless disregard of its duties under this agreement.
6. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 1 contract
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Fund that:
(a) It is a corporation duly organized and existing under the laws of the State of Delaware.
(b) It is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tapetape or electronic data transmission, writing or document reasonably believed by it to be genuine and to have been signed or made by an Officer of the proper Fund or person or persons designated by the Fund and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers of the Fund and the property countersignature of the Transfer AgentFund.
23. The Transfer Agent upon notice to the Fund may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C Schedule II hereto in the form and manner, and for such period, as it may deem advisable and is agreeable to the Fund but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment Company Act of 1940 1940, as amended from time to timeamended. The Transfer Agent acknowledges that such records are the property of the Fund. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the . The Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled cancelled Share certificate, or other document so returned, if and when required. The records specified in Appendix C Schedule II hereto maintained by the Transfer Agent pursuant to this paragraph 3 4, which have not been previously delivered to the Fund pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, negligence negligence, willful misfeasance, or willful misconductreckless disregard of its duties under this agreement.
6. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 1 contract
Samples: Transfer Agency Agreement (First American Funds Inc)
CONCERNING THE TRANSFER AGENT. 1. The Transfer Agent represents and warrants to the Fund that:
(a) It is a corporation duly organized and existing under the laws of the State of Delaware.
(b) It is empowered under applicable law and by its charter and By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be fully protected indemnified in acting upon any computer tape, writing or document reasonably believed by it to be genuine and to have been signed or made by an officer of the proper Fund or person or persons designated by the Fund and shall not be held to have any notice of any change or of authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signatures signature of the Officers of the Fund and the property countersignature of the Transfer AgentFund.
23. The Transfer Agent upon notice to the Fund may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates of stock as it may deem advisable and consistent with such rules and regulations generally adopted by bank mutual fund transfer agents.
34. The Transfer Agent shall keep such records as are specified in Appendix C Schedule II hereto in the form and manner, and for such period, as it may deem advisable and is agreeable to the Fund but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 3la-2 and 31a-3 3la-3 under the federal Investment Company Act of 1940 1940, as amended from time to timeamended. The Transfer Agent acknowledges that such records are the property of the Fund. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, Share certificates which have been canceled in transfer, exchange or redemption, or other documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations, and the . The Fund shall assume all responsibility for any failure thereafter to produce any record, paper, canceled Share certificate, or other document so returned, if and when required. The records specified in Appendix C Schedule II hereto maintained by the Transfer Agent pursuant to this paragraph 3 4, which have not been previously delivered to the Fund pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund.
4. The Transfer Agent may employ agents or attorneys-in-fact at the expense of the Fund, and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact so long as the Transfer Agent acts in good faith and without negligence or willful misconduct in connection with the selection of such agents or attorneys-in-fact.
5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its own failure to act in good bad faith, negligence, willful misfeasance, gross negligence or willful misconductreckless disregard of its duties under this agreement.
6. The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct or in reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including attorney's fees) and liabilities 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 any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence or willful misconduct in connection with its appointment or in reliance upon any law, act, regulation or any interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed.
Appears in 1 contract
Samples: Transfer Agency Agreement (Advisors Inner Circle Fund)
