(h)(iii)
TRANSFER AGENCY AGREEMENT
AGREEMENT dated the 16th day of December, 2002, by and between Xxxxxxx
Investment Services Company, a Delaware corporation ("Service Company"), and
each Registered Investment Company listed in Exhibit A attached hereto (each a
"Fund" or "Trust" or "Investment Company" as the case may be; collectively, the
"Funds" or "Investment Companies").
WHEREAS, the Funds want to appoint Service Company as Transfer Agent and
Dividend Disbursing Agent, and the Service Company wants to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Documents to be Filed with Appointment. In connection with the
appointment of Service Company as Transfer Agent and Dividend
Disbursing Agent for the Funds and Investment Companies, there
will be filed with Service Company the following documents:
A. A certified copy of the resolutions of the Board of
Trustees or Board of Directors of the Investment
Companies (the "Board") appointing Service Company as
Transfer Agent and Dividend Disbursing Agent,
approving the form of this Agreement, and designating
certain persons to give written instructions and
requests on behalf of the Funds.
B. A certified copy of the resolutions of the Board of
Trustees or Board of Directors of the Funds
appointing Service Company as Transfer Agent and
Dividend Disbursing Agent, approving the form of this
Agreement, and designating certain persons to give
written instructions and requests on behalf of the
Funds.
C. A certified copy of the Funds' Articles of
Incorporation, and any amendments thereto.
D. A certified copy of the Bylaws of the Funds.
E. Copies of Registration Statements filed with the
Securities and Exchange Commission.
F. Specimens of all forms of outstanding share
certificates as approved by the Board of Trustees or
Board of Directors of the Funds, with a certificate
of the Secretary of the Funds as to such approval.
G. Specimens of the signatures of the officers of the
Funds authorized to sign share certificates and
individuals authorized to sign written instructions
and requests on behalf of the Funds.
I. An opinion of counsel for the Funds:
(1) With respect to Funds' organization and
existence under the laws of the governing
jurisdiction where each entity was formed.
(2) With respect to the status of all shares of
the Funds covered by this appointment under
the Securities Act of 1933, and any other
applicable federal or state statute.
(3) To the effect that all issued shares are,
and all unissued shares will be when issued,
validly issued, fully paid and
non-assessable.
2. Certain Representations and Warranties of Service Company. Service
Company represents and warrants to the Funds that:
A. It is a corporation duly organized and existing and
in good standing under the laws of the State of
Delaware.
B. It is duly qualified to carry on its business in the
State of Missouri.
C. It is empowered under applicable laws and by its
Certificate of Incorporation and Bylaws to enter into
and perform the services contemplated in this
Agreement.
D. All requisite corporate action has been taken to
authorize it to enter into and perform this
Agreement.
E. It has and will continue to have and maintain the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement.
F. It is, and will continue to be, registered as a
transfer agent under the Securities Exchange Act of
1934.
3. Certain Representations and Warranties of the Funds. The Funds
represent and warrant to Service Company that:
A. It is duly organized and in good standing under the
laws of the jurisdiction where it was formed.
B. It is an investment company registered under the
Investment Company Act of 1940.
C. A registration statement under the Securities Act of
1933 has been filed
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and will be effective with respect to all shares of
the Funds being offered for sale at any time and from
time to time.
D. All requisite steps have been or will be taken to
register Funds' shares for sale in all applicable
states, including the District of Columbia.
E. The Trustees of the Funds are empowered under
applicable laws and by the Articles of Incorporation
and Bylaws to enter into and perform this Agreement.
F. The Board of Directors of the Funds are empowered
under applicable laws and by the Funds' Articles of
Incorporation and Bylaws to enter into and perform
this Agreement.
4. Scope of Appointment.
---------------------
A. Subject to the conditions set forth in this
Agreement, the Funds hereby employs and appoints
Service Company as Transfer Agent and Dividend
Disbursing Agent effective the date hereof.
B. Service Company hereby accepts such employment and
appointment and agrees that it will act as Funds'
Transfer Agent and Dividend Disbursing Agent. Service
Company agrees that it will also act as agent in
connection with the Funds' periodic withdrawal
payment accounts and other open-account or similar
plans for shareholders, if any.
C. Service Company agrees to provide the necessary
facilities, equipment and personnel to perform its
duties and obligations hereunder in accordance with
industry practice.
D. The Funds' agree to use all reasonable efforts to
deliver to Service Company in Kansas City, Missouri,
as soon as they are available, all its shareholder
account records.
E. Subject to the provisions of Sections 20 and 21
hereof, Service Company agrees that it will perform
all the usual and ordinary services of Transfer Agent
and Dividend Disbursing Agent and as agent for the
various shareholder accounts, including, without
limitation, the following: issuing, transferring and
canceling share certificates, maintaining all
shareholder accounts, preparing shareholder meeting
lists, mailing proxies, receiving and tabulating
proxies, mailing shareholder reports and
prospectuses, withholding federal income taxes,
preparing and mailing checks for disbursement of
income and capital gains dividends, preparing and
filing all required U.S. Treasury Department
information returns for all shareholders, preparing
and mailing confirmation forms to shareholders
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and dealers with respect to all purchases and
liquidations of the Trusts' and Funds' shares and
other transactions in shareholder accounts for which
confirmations are required, recording reinvestments
of dividends and distributions in the Trusts' and
Funds' shares, recording redemptions of Trusts' and
Funds' shares and preparing and mailing checks for
payments upon redemption and for disbursements to
systematic withdrawal plan shareholders.
F. Service Company agrees to comply with the provisions
of the USA PATRIOT Act and the BSAct, as they relate
to the Funds and Companies. Service Company further
agrees to establish and implement an Anti-Money
Laundering Program, as defined in Setion 352 of the
USA PATRIOT Act. In addition to the usual and
ordinary services of Transfer Agent and Dividend
Disbursing Agent set forth in this Agreement, Service
Company shall perform with the USA PATRIOT Act and
the BSAct, including but not limited to implementing
policies and procedures, maintaining books and
records and responding to requests for information
pursuant to the USA PATRIOT Act and the BSAct.
5. Compensation and Expenses.
-------------------------
A. In consideration for the services provided hereunder
by Service Company as Transfer Agent and Dividend
Disbursing Agent, Funds' will pay to Service Company
from time to time compensation as agreed upon for all
services rendered as Agent, and also, all its
reasonable out-of-pocket expenses and other
disbursements incurred in connection with the agency.
Such compensation will be set forth in a separate
schedule to be agreed to by the Funds and Service
Company.
B. The Funds agree to promptly reimburse Service Company
for all reasonable out-of-pocket expenses or advances
incurred by Service Company in connection with the
performance of services under this Agreement
including, but not limited to, postage (and first
class mail insurance in connection with mailing share
certificates), envelopes, check forms, continuous
forms, forms for reports and statements, stationery,
and other similar items, telephone and telegraph
charges incurred in answering inquiries from dealers
or shareholders, microfilm used each year to record
the previous year's transactions in shareholder
accounts and computer tapes used for permanent
storage of records and cost of insertion of materials
in mailing envelopes by outside firms. Service
Company may, at its option, arrange to have various
service providers submit invoices directly to the
Fund for payment of out-of-pocket expenses
reimbursable hereunder.
C. Service Company shall be contractually bound
hereunder by the terms of any
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publicly announced fee cap or waiver of its fee or by
the terms of any written document provided to the
Funds' Board of Trustees or Board of Directors
announcing a fee cap or waiver of its fee, or any
limitation of the Funds' expenses, as if such fee
cap, fee waiver or expense limitation were fully set
forth herein.
Except as provided herein, the terms and provisions of the
Agreement shall remain in full force and effect without
amendment.
6. Efficient Operation of Service Company System.
---------------------------------------------
A. In connection with the performance of its services
under this Agreement, Service Company is responsible
for the accurate and efficient functioning of its
system at all times, including:
(1) The accuracy of the entries in Service
Company's records reflecting purchase and
redemption orders and other instructions
received by Service Company from dealers,
shareholders, Fund or its principal
underwriter.
(2) The timely availability and the accuracy of
shareholder lists, shareholder account
verifications, confirmations and other
shareholder account information to be
produced from Service Company's records or
data.
(3) The accurate and timely issuance of dividend
and distribution checks in accordance with
instructions received from Fund.
(4) The accuracy of redemption transactions and
payments in accordance with redemption
instructions received from dealers,
shareholders, Fund or other authorized
persons.
(5) The deposit daily in Funds' appropriate
special bank account of all checks and
payments received from dealers or
shareholders for investment in shares.
(6) The requiring of proper forms of
instructions, signatures and signature
guarantees and any necessary documents
supporting the rightfulness of transfers,
redemptions and other shareholder account
transactions, all in conformance with
Service Company's present procedures with
such changes as may be deemed reasonably
appropriate by Service Company or as may be
reasonably approved by or on behalf of the
Funds.
(7) The maintenance of a current duplicate set
of Fund's essential or required records, as
agreed upon from time to time by Fund and
Service Company, at a secure distant
location, in form available
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and usable forthwith in the event of any
breakdown or disaster disrupting its main
operation.
(8) Maintain records in compliance of the
Uniting and Strengthening America by
Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of
2001, as may be amended from time to time,
and all regulations promulgated pursuant
thereto (collectively, the "USA PATRIOT
ACT") and the Bank Secrecy Act, as amended,
and any regulations promulgated pursuant
thereto (collectively, the "BSA"), and
particularly will maintain those records
required to be maintained pursuant to sub
paragraph (2)(iv) of paragraph (b) of Rule
31a-1 under the Investment Company Act of
1940, if any:
(9) Establish and implement an Anti-Money
Laundering Program, as defined in Section
352 of the USA PATRIOT ACT.
7. Indemnification.
----------------
A. The Funds shall indemnify and hold Service Company
harmless from and against any and all claims,
actions, suits, losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities
arising out of or attributable to any action or
omission by Service Company pursuant to this
Agreement or in connection with the agency
relationship created by this Agreement, provided that
Service Company has acted in good faith, without
negligence and without willful misconduct.
B. Service Company shall indemnify and hold Funds
harmless from and against any and all claims,
actions, suits, losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities
arising out of or attributable to any action or
omission by Service Company pursuant to this
Agreement or in connection with the agency
relationship created by this Agreement, provided that
Service Company has not acted in good faith, without
negligence and without willful misconduct.
C. In order that the indemnification provisions
contained in this Section 7 shall apply, upon the
assertion of a claim for which either party (the
"Indemnifying Party") may be required to provide
indemnification hereunder, the party seeking
indemnification (the "Indemnitee") shall promptly
notify the Indemnifying Party of such assertion, and
shall keep such party advised with respect to all
developments concerning such claim. The Indemnifying
Party shall be entitled to assume control of the
defense and the negotiations, if any, regarding
settlement of the claim. If the Indemnifying Party
assumes control, the Indemnitee shall have the option
to participate in the defense and negotiations of
such claim at its
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own expense. The Indemnitee shall in no event
confess, admit to, compromise, or settle any claim
for which the Indemnifying Party may be required to
indemnify it except with the prior written consent of
the Indemnifying Party, which shall not be
unreasonably withheld.
8. Certain Covenants of Service Company and the Funds.
---------------------------------------------------
A. All requisite steps will be taken by Funds from time
to time when and as necessary to register the Funds'
shares for sale in all states in which Funds' shares
shall at the time be offered for sale and require
registration. If at any time the Fund receives notice
of any stop order or other proceeding in any such
state affecting such registration or the sale of Fund
shares, or of any stop order or other proceeding
under the Federal securities laws affecting the sale
of the Fund shares, the appropriate Fund will give
prompt notice thereof to Service Company.
B. Service Company hereby agrees to establish and
maintain facilities and procedures reasonably
acceptable to Funds for safekeeping of share
certificates, check forms, and facsimile signature
imprinting devices. Further, Service Company agrees
to carry insurance as specified in Exhibit B hereto,
with insurers reasonably acceptable to Funds and in
minimum accounts that are reasonably acceptable to
Funds, which consent shall not be unreasonably
withheld, and which will be expanded in coverage or
increased in amounts from time to time if an when
reasonably requested by Funds. If Service Company
determines that it is unable to obtain any such
insurance upon commercially reasonable terms, it
shall promptly so advise the Fund in writing. In such
event, Fund shall have the right to terminate this
Agreement upon 30 days notice.
C. To the extent required by Section 31 of the
Investment Company Act of 1940 and Rules thereunder,
Service Company agrees that all records maintained by
Service Company relating to the services to be
performed by Service Company under this Agreement are
the property of Fund and will be preserved and will
be surrendered promptly to Fund upon request.
D. Service Company agrees to furnish Fund semi-annual
reports of its financial condition, consisting of a
balance sheet, earnings statement and any other
reasonably available financial information reasonably
requested by Fund. The annual financial statements
will be certified by Service Company's certified
public accountants.
E. Service Company represents and agrees that it will
use all reasonable efforts to keep current on the
trends of the investment company industry relating to
shareholder services and will use all reasonable
efforts to continue to modernize and improve its
system without additional cost to
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Fund.
F. Service Company will permit Funds and authorized
representatives to make periodic inspections of its
operations at reasonable times during business hours.
All books and records required to be maintained for
the Funds under the USA PATRIOT Act and the BSAct
shall be made available, for inspection and copying,
to the U.S. Department of Treasury's Financial Crimes
Enforcement Network and the Securities and Exchange
Commission as may be requested pursuant to the USA
PATRIOT Act and the BSAct.
G. If Service Company is prevented from complying,
either totally or in part, with any of the terms or
provisions of this Agreement, by reason of fire,
flood, storm, strike, lockout or other labor trouble,
riot, war, rebellion, accidents, acts of God,
equipment, utility or transmission failure or damage,
and/or any other cause or casualty beyond the
reasonable control of Service Company, whether
similar to the foregoing matters or not, then, upon
written notice to Fund, the requirements of this
Agreement that are affected by such disability, to
the extent so affected, shall be suspended during the
period of such disability; provided, however, that
Service Company shall make reasonable effort to
remove such disability as soon as possible. During
such period, Fund may seek alternate sources of
service without liability hereunder; and Service
Company will use all reasonable efforts to assist
Fund to obtain alternate sources of service. Service
Company shall have no liability to Fund for
nonperformance because of the reasons set forth in
this Section 8.G; but if a disability that, in Fund's
reasonable belief, materially affects Service
Company's ability to perform its obligations under
this Agreement continues for a period of 30 days,
then Fund shall have the right to terminate this
Agreement upon 10 days written notice to Service
Company.
9. Adjustment.
-----------
In case of any recapitalization, readjustment or other change
in the structure of the Funds, requiring a change in the form
of share certificates, Service Company will issue or register
certificates in the new form in exchange for, or in transfer
of, the outstanding certificates in the old form, upon
receiving the following:
A. Written instructions from the appropriate officer of
the Funds.
B. Certified copy of any amendment to the Funds'
Articles of Incorporation or other document effecting
the change
C. Certified copy of any order or consent of each
governmental or regulatory authority required by law
for the issuance of the shares in the new form,
8
and an opinion of counsel that no order or consent of
any other government or regulatory authority is
required.
D. Specimens of the new certificates in the form
approved by the appropriate Board of Trustees or
Board of Directors, with a certificate of the from
the appropriate Secretary of the Fund to such
approval.
E. Opinion of counsel for Funds and Companies:
(1) With respect to the status of the shares of
the Funds, in the new form under the
Securities Act of 1933, and any other
applicable federal or state laws.
(2) To the effect that the issued shares in the
new form are, and all unissued shares will
be when issued, validly issued, fully paid
and non-assessable.
10. Share Certificates.
------------------
The Funds will furnish Service Company with a sufficient
supply of blank share certificates and from time to time will
renew such supply upon the request of Service Company. Such
certificates will be signed manually or by facsimile
signatures of the appropriate officers of the Funds authorized
by law and Bylaw of the appropriate Fund, and to sign share
certificates and, if required, will bear the seal or facsimile
thereof.
11. Death, Resignation or Removal of Signing Officer.
------------------------------------------------
The Funds will file promptly with Service Company written
notice of any change in the officers authorized to sign share
certificates, written instructions or requests, together with
two signature cards bearing the specimen signature of each
newly authorized officer, all as certified by an appropriate
officer of the Funds. In case any officer of Funds who will
have signed manually or whose facsimile signature will have
been affixed to blank share certificates will die, resign, or
be removed prior to the issuance of such certificates, Service
Company may issue or register such share certificates as the
share certificates of the Funds notwithstanding such death,
resignation, or removal, until specifically directed to the
contrary by the Funds in writing. In the absence of such
direction, Funds will file promptly with Service Company such
approval, adoption, or ratification as may be required by law.
12. Future Amendments of Articles of Incorporation.
----------------------------------------------
The Funds will promptly file with Service Company copies of
all material amendments to its respective Articles of
Incorporation and Registration Statement
9
made after the date of this Agreement.
13. Instructions, Opinion of Counsel and Signatures.
-----------------------------------------------
At any time Service Company may apply to any officer of the
Funds for instructions, and may consult with legal counsel for
the Funds, at the expense of the appropriate Funds, or with
its own legal counsel at its own expense, with respect to any
matter arising in connection with the agency; and it will not
be liable for any action taken or omitted by it in good faith
in reliance upon such instructions or upon the opinion of such
counsel. Service Company is authorized to act on the orders,
directions or instructions of such persons as the Board of
Trustees or Board of Directors shall from time to time
designate by resolution. Service Company will be protected in
acting upon any paper or document, including any orders,
directions or instructions, reasonably believed by it to be
genuine and to have been signed by the proper person or
persons; and Service Company will not be held to have notice
of any change of authority of any person so authorized by the
Funds until receipt of written notice thereof from the
appropriate Fund. Service Company will also be protected in
recognizing share certificates that it reasonably believes to
bear the proper manual or facsimile signatures of the officers
of the Funds, and the proper countersignature of any former
Transfer Agent or Registrar, or of a Co-Transfer Agent or
Co-Registrar.
14. Papers Subject to Approval of Counsel.
-------------------------------------
The acceptance by Service Company of its appointment as
Transfer Agent and Dividend Disbursing Agent, and all
documents filed in connection with such appointment and
thereafter in connection with the agencies, will be subject to
the approval of legal counsel for Service Company, which
approval will not be unreasonably withheld.
15. Certification of Documents.
--------------------------
The required copy of the Agreement and Articles of
Incorporation of Funds and copies of all amendments thereto
will be certified by the appropriate official of the
jurisdiction where it was formed; and if such Agreement and
Articles of Incorporation and amendments are required by law
to be also filed with a county, city or other officer or
official body, a certificate of such filing will appear on the
certified copy submitted to Service Company. A copy of the
order or consent of each governmental or regulatory authority
required by law for the issuance of Fund shares will be
certified by the Secretary or Clerk of such governmental or
regulatory authority, under proper seal of such authority. The
copy of the Bylaws and copies of all amendments thereto and
copies of resolutions of the Board of Trustees or Board of
Directors will be certified by the Secretary or an Assistant
Secretary of the appropriate Fund.
16. Records.
-------
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Service Company will maintain customary records in connection
with its agency, and particularly will maintain those records
required to be maintained pursuant to sub-paragraph (2)(iv) of
paragraph (b) of Rule 31a-1 under the Investment Company Act
of 1940, if any. Service Company shall create and maintain
true and complete books and records as required for the Fund
by the USA PATRIOT Act and the BSA.
17. Disposition of Books, Records and Cancelled Certificates.
--------------------------------------------------------
Service Company will send periodically to Funds, or to where
designated by the Secretary or an Assistant Secretary of the
Funds and Companies, all books, documents, and all records no
longer deemed needed for current purposes and share
certificates which have been cancelled in transfer or in
exchange, upon the understanding that such books, documents,
records, and share certificates will not be destroyed by Funds
without the consent of Service Company (which consent will not
be unreasonably withheld), but will be safely stored for
possible future reference.
18. Provisions Relating to Service Company as Transfer Agent.
--------------------------------------------------------
A. Service Company will make original issues of share
certificates upon written request of an officer of
the Funds, and upon being furnished with a certified
copy of a resolution of the Board of Trustees or
Board of Directors, as the case may be, authorizing
such original issue, an opinion of counsel as
outlined in Section 1.G or 9.E of this Agreement, the
certificates required by Section 10 of this Agreement
and any other documents required by Section 1 or 9 of
this Agreement.
B. Before making any original issue of certificates, the
Funds will furnish Service Company with sufficient
funds to pay any taxes required on the original issue
of the shares. The Funds will furnish Service Company
such evidence as may be required by Service Company
to show the actual value of the shares. If no taxes
are payable, Service Company will upon request be
furnished with an opinion of outside counsel to that
effect.
C. Shares will be transferred and new certificates
issued in transfer, or shares accepted for redemption
and funds remitted therefor, upon surrender of the
old certificates in form deemed by Service Company
properly endorsed for transfer or redemption, and
accompanied by such documents as Service Company may
deem necessary to evidence the authority of the
person making the transfer or redemption, and bearing
satisfactory evidence of the payment of any
applicable share transfer taxes. Service Company
11
reserves the right to refuse to transfer or redeem
shares until it is satisfied that the endorsement or
signature on the certificate or any other document is
valid and genuine, and for that purpose it may
require a guarantee of signature by such persons as
may from time to time be specified in the prospectus
related to such shares or otherwise authorized by
such Fund. Service Company also reserves the right to
refuse to transfer or redeem shares until it is
satisfied that the requested transfer or redemption
is legally authorized, and it will incur no liability
for the refusal in good faith to make transfers or
redemptions which, in its judgment, are improper,
unauthorized, or otherwise not rightful. Service
Company may, in effecting transfers or redemptions,
rely upon Simplification Acts or other statutes which
protect it and the Funds.
D. When mail is used for delivery of share certificates,
Service Company will forward share certificates in
"nonnegotiable" form as provided by the Funds by
first class mail, all such mail deliveries to be
covered while in transit to the addressee by
insurance arranged for by Service Company.
E. Service Company will issue and mail subscription
warrants and certificates provided by the Funds and
representing share dividends, exchanges or split-ups,
or act as conversion agent upon receiving written
instructions from any officer of the appropriate
Fund, and such other documents as Service Company
deems necessary.
F. Service Company will issue, transfer, and split-up
certificates upon receiving written instructions from
an officer of the Fund, and such other documents as
Service Company may deem necessary.
G. Service Company may issue new certificates in place
of certificates represented to have been lost,
destroyed, stolen or otherwise wrongfully taken, upon
receiving indemnity satisfactory to Service Company,
and may issue new certificates in exchange for, and
upon surrender of, mutilated certificates. Any such
issuance shall be in accordance with the provisions
of law governing such matter and any procedures
adopted by the Board of Trustees or Board of
Directors of the appropriate Fund which Service
Company has notice.
H. Service Company will supply shareholder's list
properly certified by an officer of Service Company
for any Fund shareholder meeting. The Service Company
will also supply lists at such other times as may be
reasonably requested by an officer of the Funds.
I. Upon receipt of written instructions of an officer of
the Funds, the Service Company will address and mail
notices to Fund shareholders.
J. In case of any request or demand for the inspection
of the share books of
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Fund any other books of Fund in the possession of
Service Company, including a request from FinCEN or
the SEC under Paragraph F of Section 8 hereof,
Service Company will endeavor to notify Fund and to
secure instructions as to permitting or refusing such
inspection. Service Company reserves the right,
however, to exhibit the share books or other books to
any person in case it is advised by its counsel that
it may be held responsible for the failure to exhibit
the share books or other books to such person.
19. Provisions Relating to Dividend Disbursing Agency.
-------------------------------------------------
A. Service Company will, at the expense of the
appropriate Fund, provide a special form of check
containing the imprint of any device or other matter
desired by the Fund. Said checks must, however, be of
a form and size convenient for use by Service
Company.
B. If the Funds want to include additional printed
matter, financial statements, etc., with the dividend
checks, the same will be furnished to Service Company
within a reasonable time prior to the date of mailing
of the dividend checks, at the expense of the
appropriate Fund.
C. If the Funds want distributions mailed in any special
form of envelopes, sufficient supply of the same will
be furnished to Service Company, but the size and
form of said envelopes will be subject to the
approval of Service Company. If stamped envelopes are
used, they must be furnished by Funds; or, if postage
stamps are to be affixed to the envelopes, the stamps
or the cash necessary for such stamps must be
furnished by Funds.
D. Service Company will maintain one or more deposit
accounts as agent for Funds, into which the funds for
payment of dividends, dstributions, redemptions or
other disbursements provided for hereunder will be
deposited, and against which checks will be drawn.
20. Termination of Agreement.
------------------------
A. This Agreement may be terminated by either party upon
sixty (60) days prior written notice to the other
party.
B. The Funds, in addition to any other rights and
remedies, shall have the right to terminate this
Agreement upon the occurrence at any time of any of
the following events:
(1) Any interruption or cessation of operations
by Service Company or its assigns which
materially interferes with the business
operation of the Funds.
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(2) The bankruptcy of Service Company or its
assigns or the appointment of a receiver for
Service Company or its assigns.
(3) Any merger, consolidation or sale of
substantially all the assets of Service
Company or its assigns.
(4) The acquisition of a controlling interest in
Service Company or its assigns, by any
broker, dealer, investment adviser or
investment company except as may presently
exist.
(5) Failure by Service Company or its assigns to
perform its duties in accordance with this
Agreement, which failure materially
adversely affects the business operations of
the Funds, and which failure continues for
thirty (30) days after written notice from
Fund.
(6) The registration of Service Company or its
assigns as a transfer agent under the
Securities Exchange Act of 1934 is revoked,
terminated or suspended for any reason.
C. In the event of termination, the Funds will promptly
pay Service Company all amounts due to Service
Company hereunder. Upon termination of this
Agreement, Service Company shall deliver all
shareholder and account records pertaining to the
Funds as directed in writing by each Fund.
21. Assignment.
----------
A. Neither this Agreement nor any rights or obligations
hereunder may be assigned by Service Company without
the written consent of the Funds. In the event that
any duties under this Agreement are assigned pursuant
to the terms of this Section 19, the Service Company
shall not be relieved of any of its obligations under
this Agreement.
B. This Agreement will inure to the benefit of and be
binding upon the parties and their respective
successors and assigns.
C. Service Company is authorized by Funds to use the
system services of DST Systems, Inc. and the system
and other services, including data entry, of
Administrative Management Group, Inc.
22. Confidentiality.
---------------
A. Except as provided in the last sentence of Section
18.J hereof, or as otherwise required by law, Service
Company will keep confidential all records of and
information in its possession relating to the Funds
or Companies or their respective shareholders, and
will not disclose the same
14
to any person except at the request or with the
consent of the Funds or Companies.
B. Except as otherwise required by law, Funds will keep
confidential all financial statements and other
financial records (other than statements and records
relating solely to Fund's business dealings with
Service Company) and all manuals, systems and other
technical information and data, not publicly
disclosed, relating to Service Company's operations
and programs furnished to it by Service Company
pursuant to this Agreement and will not disclose the
same to any person except at the request or with the
consent of Service Company. Notwithstanding anything
to the contrary in this subsection B, if an attempt
is made pursuant to subpoena or other legal process
to require the Funds to disclose or produce any of
the aforementioned manuals, systems or other
technical information and data, the Funds shall give
Service Company prompt notice thereof, prior to
disclosure or production, so that Service Company
may, at its expense, resist such attempt.
23. Survival of Representations and Warranties.
------------------------------------------
All representations and warranties by either party herein
contained will survive the execution and delivery of this Agreement.
24. Miscellaneous.
-------------
A. This Agreement is executed and delivered in the State
of New York and shall be governed by the laws of said
state (except as related to matter under Section 24.G
hereof which shall be governed by the laws of the
governing jurisdiction where each entity was formed).
B. No provisions of this Agreement may be amended or
modified in any manner except by a written agreement
properly authorized and executed by both parties
hereto.
C. The captions in this Agreement are included for
convenience of reference only, and in no way define
or limit any of the provisions hereof or otherwise
affect their construction or effect.
D. This Agreement shall become effective as of the date
hereof.
E. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed
an original but all of which together shall
constitute one and the same instrument.
F. If any part, term or provision of this Agreement is
held by the courts to be illegal, in conflict with
any law or otherwise invalid, the remaining portion
15
or portions shall be considered severable and not
affected, and the rights and obligations of the
parties shall be construed and enforced as if the
Agreement did not contain the particular part, term
or provision held to be illegal or invalid.
G. All parties hereto are expressly put on notice of
Funds' respective Articles of Incorporation, which is
on file with the governing body for the jurisdiction
where the Funds were formed, and such shareholder,
director and trustee liability limitations. This
Agreement has been executed by, and on behalf of,
each Fund representatives, acting in capacity as a
representative of such Fund, and not in an
individually capacity. Accordingly, the obligations
of the Funds are not binding upon any trustee,
director, officers or shareholders of the Fund, but
are binding upon only the assets and property of
Funds. With respect to any claim by Service Company
for recovery of that portion of the compensation and
expenses (or any other liability of the Funds arising
hereunder) allocated to a particular Fund, whether in
accordance with the express terms hereof or
otherwise, Service Company shall have recourse solely
against the assets of that Fund to satisfy such
claim, and shall have no recourse against the assets
of any other Fund.
H. This Agreement, together with the any Fee Schedule,
is the entire contract between the parties and
supersedes all prior agreements between the parties.
16
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officer as of the day and year
first set forth above.
FUNDS/INVESTMENT COMPANIES
By: /s/Xxxxx Xxxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxxx
Title: Assistant Secretary
ATTEST:
-----------------------------
Name:
Title:
XXXXXXX INVESTMENTS SERVICE COMPANY
By: /s/Xxxxxxx Xxxxxx
----------------------------
Name: Xxxxxxx Xxxxxx
Title: President
ATTEST:
-----------------------------
Name:
Title:
EXHIBIT A
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PARTIES TO THE FORM OF TRANSFER AGENCY AGREEMENT
BT Investment Funds, and its series:
Cash Management Fund Investment
Tax Free Money Fund Investment
NY Tax Free Money Fund Investment
Treasury Money Fund Investment
International Equity Fund - Class A, B and C and Investment Class
Mid Cap Fund - Class A, B, and C, Investment Class and Institutional Class
Lifecycle Long Range Fund - Investment Class
Lifecycle Mid Range Fund - Investment Class
Lifecycle Short Range Fund - Investment Class
Small Cap Fund - Class A, B and C and Investment Class
Quantitative Equity Fund - Investment Class and Institutional Class
PreservationPlus Income Fund
BT Advisor Funds, and its series:
EAFE Equity Index Fund - Premier Class
U.S. Bond Index Fund - Premier Class
BT Pyramid Mutual Funds, and its series:
Money Market Fund - Investment Class
Equity 500 Index Fund - Investment Class
Asset Management Fund - Premier Class
PreservationPlus Fund - Investment Class and Institutional Class
BT Institutional Funds, and its series:
Cash Management Fund - Institutional Class
Cash Reserves Fund - Institutional Class
Treasury Money Fund - Institutional Class
International Equity Fund - Institutional Class I and Institutional Class II
Equity 500 Index Fund - Premier Class
Liquid Assets Fund - Institutional Class
Daily Assets Fund - Institutional Class
Treasury and Agency Fund - Institutional Class
BT Investment Portfolios, and its series:
Liquid Assets Portfolio
Asset Management II Portfolio
Asset Management III Portfolio
U.S. Bond Index Portfolio
EAFE(R)Equity Index Portfolio
PreservationPlus Portfolio
PreservationPlus Income Portfolio
Cash Management Portfolio
Treasury Money Portfolio
International Equity Portfolio
Equity 500 Index Portfolio
Asset Management Portfolio
Xxxxxx Xxxxxxxx Investment Trust, and its series:
International Select Equity Fund - Class A, B and C, Premier Class, Investment Class,
Institutional Class
European Equity Fund - Class A, B and C, Investment Class, Institutional Class
Emerging Markets Debt Fund - Institutional Class
Fixed Income Fund - Class A, B and C, Investment Class, Institutional Class
Municipal Bond Fund - Investment Class, Institutional Class
Short-Term Fixed Income Fund (to be renamed on 2/1/03 Short Duration Fund) - Institutional Class
Short-Term Municipal Bond Fund - Investment Class, Institutional Class
High Income Plus Fund - Premier Class, Investment Class, Institutional Class
Micro Cap Fund - Investment Class, Institutional Class, Class A, B and C,
Total Return Bond Fund- Premier Class, Institutional Class
Deutsche Asset Management VIT Funds, and its series:
Equity 500 Index Fund - Class A and B
EAFE Equity Index Fund - Class A and B
Small Cap Index Fund - Class A and B
Deutsche Bank Alex. Xxxxx Cash Reserve Fund, Inc., and its series:
Prime Series - Class A, B and C, Quality Class, Prime Shares and Institutional Prime Shares
Treasury Series - Treasury Shares and Institutional Treasury Shares
Tax-Free Series - Tax-Free Shares and Institutional Tax-Free Shares
Flag Investors Communications Fund, Inc. - Class A, B and C, Institutional Class
Flag Investors Value Builder Fund, Inc. - Class A, B and C, Institutional Class
Flag Investors Equity Partners Fund, Inc. - Class A, B and C, Institutional Class
RREEF Real Estate Fund, Inc. (closed-end fund) - Common and Preferred Shares
RREEF Securities Trust, and its series:
RREEF Real Estate Securities Fund - Class A, B and C, Institutional Class
Deutsche Investors Funds, Inc., and its series:
Top 50 US Fund - Class A, B and C
Japanese Equity Fund - Class A, B, C and S
Global Biotechnology Fund - Class A, B and C
Deutsche Investors Portfolios Trust, and its series:
Top 50 US Portfolio
Japanese Equity Portfolio
Xxxxxxx Investment Service Company
EXHIBIT B
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INSURANCE COVERAGE
------------------
DESCRIPTION OF POLICY:
Brokers Blanket Bond, Standard Form 14
Covering losses caused by dishonesty of employees, physical loss of securities on or outside of premises while in
possession of authorized person, loss caused by forgery or alteration of checks or similar instruments.
Errors and Omissions Insurance
Covering replacement of destroyed records and computer errors and omissions.
Special Forgery Bond
Covering losses through forgery or alteration of checks or drafts of customers processed by insured but drawn on
or against them.
Mail Insurance (applies to all full service operations)
Provides indemnity for the following types of securities lost in the mails:
o Non-negotiable securities mailed to domestic locations via registered mail.
o Non-negotiable securities mailed to domestic locations via first-class or certified mail.
o Non-negotiable securities mailed to foreign locations via registered mail.
o Negotiable securities mailed to all locations via registered mail.
