EXHIBIT 9C
JWB AGGRESSIVE GROWTH FUND
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
THIS TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT (the "Agree-
ment") is made as of the 22nd day of November, 1995, by and between JWB
Aggressive Growth Fund (the "Fund"), a Massachusetts Business Trust, and
Declaration Service Company (the "Transfer Agent"), a Pennsylvania corpo-
ration.
WITNESSETH THAT:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940
Act"), and has registered its shares of beneficial interest (the "Shares")
under the Securities Act of 1933, as amended (the "1933 Act") in one or
more distinct series of Shares (the "Portfolio" or "Portfolios");
WHEREAS, the Transfer Agent is registered as a transfer agent under
Section l7A of the Securities Exchange Act of 1934, as amended (the "1934
Act"); and
WHEREAS, the Fund and the Transfer Agent desire to enter into this
Agreement pursuant to which the Transfer Agent will provide transfer
agent, shareholder servicing agent and dividend disbursing agent services
to the Portfolios identified on Schedule A hereto, as may be amended from
time to time ("Schedule A"), on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Fund and the Transfer Agent, intending to
be legally bound hereby, agree as follows:
1. APPOINTMENT OF TRANSFER AGENT. The Fund hereby appoints the Trans-
fer Agent as transfer agent, shareholder servicing agent and dividend dis-
bursing agent for all Shares of the Portfolios identified on Schedule A,
and the Transfer Agent hereby accepts such appointment under the terms of
this Agreement. The Transfer Agent shall issue, redeem and transfer
shares, provide related shareholder services, pay dividends and make other
distributions, all as set forth on Schedule B hereto, as may be amended
from time to lime ("Schedule B"), and in accordance with the terms of this
Agreement.
2. FUND DOCUMENTS. The Fund has provided the Administrator with prop-
erly certified or authenticated copies of the following Fund related docu-
ments in effect on the date hereof: the Fund's organizational documents,
including The Indenture of Trust and By-Laws; the Fund's Registration
Statement on Form N-lA, including all exhibits thereto; the Fund's Pro-
spectus and Statement of Additional Information; resolutions of the Fund's
Board of Trustees authorizing the appointment of the Transfer Agent and
approving this Agreement; a certificate signed by the Secretary of the
Fund specifying the number of Shares authorized, issued, and currently
outstanding, the names and specimen signatures of the officers of the Fund
and the name and address of the legal counsel for the Fund; and an opinion
of counsel for the Fund with respect to the validity of the authorized and
outstanding Shares, whether such Shares are fully paid and non-assessable
and the status of such Shares under the 1933 Act (in other words, that the
Shares have been duly registered and that the Registration Statement with
respect to such Shares has become effective). The Fund shall promptly fur-
nish to the Transfer Agent copies, properly certified or authenticated, of
all additions, amendments or supplements to the foregoing Fund documents
as well as updated certificates and opinions relating to changes in the
number of Shares authorized, issued and outstanding. The Fund shall fur-
nish to the Transfer Agent copies of all other information and financial
statements which the Transfer Agent may reasonably request for use in con-
nection with its duties under this Agreement.
3. ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. The Transfer Agent
shall follow the procedures for the issuance, redemption and transfer of
Shares set forth in this Section 3:
a. The Transfer Agent shall accept purchase orders and redemption
requests with respect to Shares on each Fund business day in accor-
dance with the most current Prospectus and Statement of Additional In-
formation provided to the Transfer Agent by the Fund pursuant to Sec-
tion 2 hereof. The Fund shall provide the Transfer Agent with suffi-
cient advance notice to enable the Transfer Agent to effect any
changes in the purchase and redemption procedures set forth in the
Prospectus and Statement of Additional Information; provided, however,
that in no event shall such advance notice be less than 30 days.
b. If applicable, the Transfer Agent shall also accept with respect
to each Fund business day, at such times as are agreed upon from time
to time by the Transfer Agent and the Fund, a computer tape or elec-
tronic data transmission consistent in all respects with the Transfer
Agent's record format, as amended from time to time, which is reason-
ably believed by the Transfer Agent to be furnished by or on behalf of
any servicing agent approved by the Fund Servicing Agent. The Transfer
Agent reserves the right to approve, in advance, any Servicing Agent,
which approval shall not be unreasonably withheld.
c. On each Fund business day, the Transfer Agent shall, as of the
time the Fund computes the net asset value of the Fund, issue to and
redeem from the accounts specific in a purchase order, redemption re-
quest, or computer tape or electronic data transmission, the appropri-
ate number of full and fractional Shares based on the net asset value
per Share specified in a written advice received from the Fund on such
Fund business day. Notwithstanding the foregoing, if a redemption
specified in a computer tape or electronic data transmission is for a
dollar value of Shares in excess of the dollar value of Shares in the
specified account, the Transfer Agent shall not effect such redemption
in whole or in part and shall within 24 hours orally advise the Ser-
vicing Agent which supplied such tape of the discrepancy.
d. In connection with a reinvestment of a dividend or distribution
of Shares of the Fund, the Transfer Agent shall as of each Fund busi-
ness day, as specified in certified resolutions of the Fund's Board of
Trustees, issue Shares of the Fund based on the net asset value per
Share of such Fund specified in a written advice received from the
Fund on such Fund business day.
e. On each Fund business day, the Transfer Agent shall supply the
Fund with a written statement specifying with respect to the immedi-
ately preceding Fund business day: the total number of Shares of the
Fund (including fractional Shares) issued and outstanding at the open-
ing of business on such day; the total number of Shares of the Fund
sold on such day; the total number of Shares of the Fund redeemed on
such day; the total number of Shares of the Fund issued, if any, pur-
suant to Section 3d hereof; and the total number of Shares of the Fund
issued and outstanding.
f. In connection with each purchase and each redemption of Shares,
the Transfer Agent shall send such written statements as are pre-
scribed by the Federal securities laws applicable to transfer agents
or as described in the Prospectus and Statement of Additional Informa-
tion.
g. As of each Fund business day, the Transfer Agent shall furnish
the Fund with a written advice setting forth the number and dollar
amount of Shares to be redeemed on such Fund business day.
h. Upon receipt of a proper redemption request and moneys paid to
it by the Fund's custodian ("Custodian") in connection with a redemp-
tion of Shares, the Transfer Agent shall cancel the redeemed Shares
and after making appropriate deduction for any withholding of taxes
required by applicable law, (i) in the case of a redemption of Shares
pursuant to a redemption described in Section 3a hereof, make payment
in accordance with the Fund's redemption and payment procedures de-
scribed in the Prospectus and Statement of Additional Information, and
(ii) in the case of a redemption of Shares pursuant to a computer tape
or electronic data transmission described in Section 3b hereof, make
payment by directing a Federal funds wire order to the account previ-
ously designated by the Servicing Agent specified in said computer
tape or electronic data transmission.
i. The Transfer Agent shall not be required to issue any Shares
after it has received from an officer of the Fund or from an appropri-
ate Federal or state authority written notification that the sale of
Shares has been suspended or discontinued, and the Transfer Agent
shall be entitled to rely upon such written notification.
j. Upon the issuance of any Shares in accordance with this Agree-
ment, the Transfer Agent shall not be responsible for the payment of
any original issue or other taxes required to be paid by the Fund in
connection with such issuance of any Shares.
k. Except as otherwise provided in this Agreement, the Transfer
Agent shall transfer or redeem Shares upon presentation to the Trans-
fer Agent of instructions properly endorsed for transfer or redemp-
tion, accompanied by such documents as the Transfer Agent deems neces-
sary to evidence the authority of the person making such transfer of
redemption, and bearing satisfactory evidence of the payment of stock
transfer taxes. The Transfer Agent shall have the right to refuse to
transfer or redeem Shares until it is satisfied that the instructions
are valid and genuine, and for that purpose it will require, unless
otherwise instructed in writing by an authorized officer of the Fund,
a guarantee of signature by an "Eligible Guarantor Institution" as
that term is defined by Rule l7Ad-15 under the 1934 Act. The Transfer
Agent shall also have the right to refuse to transfer or redeem Shares
until it is satisfied that the requested transfer or redemption is xx-
xxxxx authorized. The Transfer Agent shall not be liable for its re-
fusal to make transfers or redemptions which the Transfer Agent, in
its reasonable judgment, deems improper or unauthorized, or until it
is satisfied that there is no basis to any claims adverse to such
transfer or redemption. The Transfer Agent may, in effecting transfers
and redemptions of Shares, rely upon those provisions of the Uniform
Commercial Code or other laws relating to the transfer of securities,
as the same may be amended from time to time.
l. If instructed by the Fund the Transfer Agent shall issue cer-
tificates representing Shares ("Certificates"). The Fund shall supply
to the Transfer Agent a sufficient number of blank Certificates and
from time to time shall supply additional blank Certificates upon the
request of the Transfer Agent. Such blank Certificates shall be signed
manually or by facsimile signature by the duly authorized officers of
the Fund, and shall bear the seal or facsimile thereof of the Fund.
Notwithstanding the death, resignation or removal of any officer of
the Fund, such executed Certificates bearing the manual or facsimile
signature of such officers shall remain valid and may be issued to
shareholders until the Fund provides to the Transfer Agent a written
advice to the contrary. The Transfer Agent may issue new Certificates
to replace Certificates represented to have been lost, destroyed or
stolen upon receiving an appropriate bond of indemnity satisfactory to
the Transfer Agent, and may issue new Certificates in exchange for and
upon surrender of mutilated Certificates. Except as otherwise provided
in Section 3k hereof, the Transfer Agent shall issue new Certificates
to evidence transfers of Shares upon surrender of outstanding Certifi-
xxxxx in the form deemed by the Transfer Agent to be properly endorsed
for transfer with all necessary endorser's signatures guaranteed by an
Eligible Guarantor Institution.
4. DIVIDENDS AND DISTRIBUTIONS. The Transfer Agent shall pay dividends
and make other distributions in accordance with the following procedures:
a. The Fund shall furnish to the Transfer Agent certified resolu-
tions of its Board of Trustees, either (i) setting forth the date of
the declaration of a dividend or distribution, the date of accrual or
payment, the record date as of which shareholders entitled to payment
or accrual shall be determined, the amount per Share of such dividend
or distribution, the payment date on which all previously accrued and
unpaid dividends are to be paid, and the total amount, if any, payable
to the Transfer Agent on such payment date, or (ii) authorizing the
declaration of dividends and distributions on a daily or other peri-
odic basis.
b. Upon the mail date specified in such resolutions, the Fund
shall, in the case of a cash dividend or distribution, cause the Cus-
todian to deposit in an account in the name of the Transfer Agent on
behalf of the Fund an amount of cash, if any, sufficient for the
Transfer Agent to make the payment, specified in such resolution to
the shareholders of record on the record date. The Transfer Agent
shall, upon receipt of any such cash, make payment of such cash divi-
dends or distributions to the shareholders of record as of the record
date by: (i) mailing a check, payable to the registered shareholder,
to the address of record or dividend mailing address, or (ii) wiring
such amounts to the accounts previously designated by a Servicing
Agent, as the case may be. If the Transfer Agent does not receive from
the Custodian sufficient cash to make payments of any cash dividend or
distribution to all shareholders of the Fund as of the record date,
the Transfer Agent shall, upon notifying the Fund, withhold payment to
all shareholders of record as of the record date until sufficient cash
is provided to the Transfer Agent. In lieu of receiving from the Cus-
todian and paying the shareholders cash dividends or distributions,
the Transfer Agent may arrange for direct payment of cash dividends
and distributions to shareholders by the Custodian in accordance with
such procedures and controls as are mutually agreed upon from time to
time by and among the Fund, the Transfer Agent and the Custodian.
c. The Transfer Agent shall file such appropriate information re-
turns concerning the payment of dividends and distributions with the
proper Federal, state and local authorities as are required by law to
be filed by the Fund, but shall in no way be responsible for the col-
lection or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required by appli-
cable law.
5. RECORDKEEPING AND OTHER INFORMATION. The Transfer Agent shall cre-
ate and maintain all necessary records in accordance with all applicable
laws, rules and regulations, including, but not limited to, records iden-
tified on Schedule B hereto and required by Section 3l(a) of the 1940 Act
and the rules thereunder, as the same may be amended from time to time,
relating to the various services performed by it. All records shall be the
property of the Fund at all times and shall be available for inspection
and use by the Fund. Where applicable, such records shall be maintained by
the Transfer Agent for the periods and in the places required by Rule
31a-2 under the 1940 Act.
6. AUDIT, INSPECTION AND VISITATION. The Transfer Agent shall make
available during regular business hours all records and other data created
and maintained pursuant to this Agreement for reasonable audit and inspec-
tion by the Fund or any person retained by the Fund. Upon reasonable no-
xxxx by the Fund, the Transfer Agent shall make available during regular
business hours its facilities and premises employed in connection with its
performance of this Agreement for reasonable visitation by the Fund, or
any person retained by the Fund.
7. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. Except as oth-
erwise provided herein, the Fund assumes full responsibility for ensuring
that the Fund complies with all applicable requirements of the 1933 Act,
the 1934 Act, the 1940 Act and rules thereunder, and any other applicable
laws, rules and regulations.
8. COMPENSATION. The Fund shall pay to the Transfer Agent as compensa-
tion for services rendered hereunder the annual fee set forth in Schedule
A. The fee shall be calculated and accrued daily, and paid monthly. The
Fund shall also reimburse the Transfer Agent for its out-of-pocket ex-
penses related to the performance of its duties hereunder, including,
without limitation, telecommunications charges (such as toll-free lines
and voice response system); postage and delivery services; record reten-
tion costs (such as microfilm, microfiche and off-site storage); reproduc-
tion charges; custom programming; and traveling and lodging expenses in-
curred by officers and employees of the Transfer Agent. The Fund shall pay
the Transfer Agent's monthly invoices for transfer agency fees and out-of-
pocket expenses within 5 days of the respective month-end. If this Agree-
ment becomes effective subsequent to the first day of a month or termi-
nates before the last day of a month, the Fund shall pay the Transfer
Agent a transfer agency fee that is prorated for that part of the month in
which this Agreement is in effect. All rights of compensation and xxxx-
bursement under this Agreement for services performed by the Transfer
Agent as of the termination date shall survive the termination of this
Agreement.
9. APPOINTMENT OF AGENTS. The Transfer Agent may at any time or times
in its discretion appoint (and may at any time remove) other parties as
its agent to carry out such provisions of this Agreement as the Transfer
Agent may from time to time direct; provided, however, that the appoint-
ment of any such agent shall not relieve the Transfer Agent of any of its
responsibilities or liabilities hereunder.
10. USE OF TRANSFER AGENT'S NAME. The Fund shall not use the name of
the Transfer Agent or any of its affiliates in any Prospectus, Statement
of Additional Information, sales literature or other material relating to
the Fund in a manner not approved prior thereto in writing by the Transfer
Agent; provided, however, that the Transfer Agent shall approve all uses
of its and its affiliates' names that merely refer in accurate terms to
their appointments hereunder or that are required by the Securities and
Exchange Commission (the "SEC") or a state securities commission; and fur-
ther provided, that in no event shall such approval be unreasonably with-
held.
11. USE OF FUND'S NAME. Neither the Transfer Agent nor any of its af-
filiates shall use the name of the Fund or material relating to the Fund
on any forms (including any checks, bank drafts or bank statements) for
other than internal use in a manner not approved prior thereto by the
Fund; provided, however, that the Fund shall approve all uses of its name
that merely refer in accurate terms to the appointment of the Transfer
Agent hereunder or that are required by the SEC or state securities com-
mission; and further provided, that in no event shall such approval be un-
reasonably withheld.
12. LIABILITY OF TRANSFER AGENT. The Transfer Agent's liability shall
be limited as follows:
a. The duties of the Transfer Agent shall be limited to those ex-
pressly set forth herein, and no implied duties are assumed by or may
be asserted against the Transfer Agent hereunder.
b. The Transfer Agent shall not be liable for any error of judge-
ment or mistake of law or for any loss suffered by the Fund in connec-
tion with the matters to which this Agreement relates, except to the
extent of a loss resulting from willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties under
this Agreement.
c. The Transfer Agent may consult counsel to the Fund or the
Fund's independent public accountants or other experts with respect to
any matter arising in connection with the Transfer Agent's duties, and
the Transfer Agent shall not be liable for any action taken or omitted
by the Transfer Agent in good faith in reliance on the oral or written
advice of such counsel, accountants or other experts.
d. The Transfer Agent shall not be liable for any action taken or
omitted by the Transfer Agent in reliance on the oral or written in-
struction, authorization, approval or information provided to the
Transfer Agent by any person reasonably believed by the Transfer Agent
to be authorized by the Fund to give such instruction, authorization,
approval or information.
e. Any person, even though also an officer, Trustee, employee or
agent of the Transfer Agent or any of its affiliates, who may be or
become an officer or Trustee of the Fund, shall be deemed, when xxx-
xxxxxx services to the Fund as such officer or Trustee to be rendering
such services to or acting solely for the Fund and not as an officer,
Trustee, employee or agent or one under the control or direction of
the Transfer Agent or any of its affiliates, even though paid by one
of those entities.
f. The Transfer Agent shall not be liable or responsible for any
acts or omissions of any predecessor transfer agent or any other per-
sons having responsibility for matters to which this Agreement relates
prior to the effective date of this Agreement nor shall the Transfer
Agent be responsible for reviewing any such act or omissions.
g. The Transfer Agent shall not be liable for any loss suffered by
the Fund or its shareholders in the event that a computer tape or
electronic data transmission from a Servicing Agent may not be pro-
cessed by the Transfer Agent for any reason beyond the reasonable con-
trol of the Transfer Agent, or if any of the information on such tape
or transmission is reasonably believed by the Transfer Agent to be in-
correct.
h. The Transfer Agent shall not be liable for any action taken or
omitted by the Transfer Agent in reliance upon the provisions of the
Uniform Commercial Code or other laws relating to the transfers of se-
curities, as the same may be amended from time to time.
i. The Transfer Agent shall not be liable for its refusal to
transfer or redeem Shares in accordance with Section 3k hereof.
j. The Transfer Agent shall not be liable for any improper divi-
dend payments or distributions made in reliance on certified resolu-
tions of the Fund's Board of Trustees. In addition, the Transfer Agent
shall not be liable for the determination of the rate or form of divi-
dends or distributions due or payable to the shareholders as set forth
in the certified resolutions. The Transfer Agent shall not be liable
for any loss to the Fund resulting from processing by the Transfer
Agent of a dividend or distribution based on incorrect information
provided in the certified resolutions, and the Fund shall pay to the
Transfer Agent any and all costs, both direct and out-of-pocket, in-
curred to remedy such error.
k. The Transfer Agent shall not be liable to the Fund with respect
to any redemption drafts processed in accordance with written redemp-
tion draft procedures established by the Transfer Agent and the Fund;
provided, however, that notwithstanding anything to the contrary in
such procedures, the Transfer Agent shall not be liable for any mate-
rial alteration to or forgery of any endorsement, it being understood
that the Transfer Agent's sole responsibility with respect to inspect-
ing redemption drafts is to use reasonable care to verify the drawer's
signature against signatures on file.
l. The Transfer Agent shall not be liable for permitting any per-
son to inspect shareholder records of the Fund, if it receives an
opinion from its counsel that there is a reasonable likelihood that
the Transfer Agent will be held liable for failure to permit access to
such shareholder records. The Transfer Agent shall promptly notify the
Fund that such disclosure has been made or is to be made.
m. The Transfer Agent shall be under no duty or obligation to in-
quire into, and shall not be liable for: the legality of the issue or
sale of any Shares, the sufficiency of the amount to be received
therefor, or the authority of a Servicing Agent or of the Fund, to re-
quest such sale or issuance; 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 Servicing Agent or the Fund to re-
quest such transfer or redemption; 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 dividends; or the legality of any recapital-
ization or readjustment of Shares.
As used in this Section 12 (except Section l2e) and in Section 13,
the term "Transfer Agent" shall include Trustees, officers, employees
and other agents of the Transfer Agent.
13. INDEMNIFICATION. Tne Fund shall indemnify and hold harmless the
Transfer Agent against any and all liability, loss, damage, claim and ex-
pense (including, without limitation, reasonable attorneys' fees and dis-
bursements and investigation expenses incident thereto), arising directly
or indirectly from any act or omission to act by the Transfer Agent (i) in
connection with the performance of its duties under this Agreement or (ii)
for which it is not liable pursuant to Section 12 of this Agreement. This
indemnity shall apply to any liability and expense arising under applica-
ble securities laws. Tne Transfer Agent shall not be entitled to indemnify
hereunder for any liability or expense resulting from the Transfer Agent's
own willful misfeasance, bad faith, gross negligence or reckless disregard
of its duties and obligations under this Agreement. The right to indemnity
hereunder shall include the right to advancement of defense expenses in
the event of any pending or threatened litigation; provided, however, that
the Transfer Agent shall agree that any advancement of expenses shall be
returned to the Fund if it is ultimately determined by an administrative
or judicial tribunal that the expenses (and related liability, if any) re-
sulted form the Transfer Agent's own willful misfeasance, bad faith, gross
negligence or feckless disregard of its duties and obligations under this
Agreement.
The Transfer Agent shall give prompt written notice to the Fund of a
written assertion or claim of any threatened or pending legal proceeding
which may be subject to indemnity under this Section; provided, however,
that the Transfer Agent's failure to notify the Fund of such threatened or
pending legal proceeding shall not operate to relieve the Fund of any lia-
bility arising hereunder. The Fund shall be entitled, if it so elects, to
assume the defense of any claim subject to this Indemnity and such defense
shall be conducted by counsel chosen by the Fund and satisfactory to the
Transfer Agent; provided, however, that if the defendants include both the
Transfer Agent and the Fund, and the Transfer Agent shall have reasonably
concluded that there may be one or more legal defenses available to it
which are different from or additional to those available to the Fund
("conflict of interest"), the Fund shall not have the right to elect to
defend the claim on behalf of the Transfer Agent, and the Transfer Agent
shall have the right to select separate counsel to defend such claim on
behalf of the Transfer Agent. In the event that the Fund elects to assume
the defense of any claim pursuant to the preceding sentence and retains
counsel satisfactory to the Transfer Agent, the Transfer Agent shall bear
the fees and expenses of additional counsel retained by it, except for
reasonable investigation costs which shall be borne by the Fund. If the
Fund (i) does not elect to assume the defense of a claim, (ii) elects to
assume the defense of a claim but chooses counsel that is not satisfactory
to the Transfer Agent, or (iii) has no right to assume the defense of a
claim because of a conflict of interest, the Fund shall advance or xxxx-
xxxxx the Transfer Agent, at the election of the Transfer Agent, reason-
able fees and expenses of any counsel retained by the Transfer Agent, in-
cluding reasonable investigation costs.
14. SCOPE OF DUTIES. The Transfer Agent and the Fund shall regularly
consult with each other regarding the Transfer Agent's performance of its
obligations and its compensation under the foregoing provisions. In con-
nection therewith, the Fund shall submit to the Transfer Agent at a rea-
sonable time in advance of filing with the SEC copies of any amended or
supplemented Registration Statement of the Fund (including exhibits) under
the 1933 Act and the 1940 Act, and, at a reasonable time in advance of
their proposed use, copies of any amended or supplemented forms relating
to any plan, program or service offered by the Fund. Any change in such
materials that would require any change in the Transfer Agent's obliga-
tions under the foregoing provisions shall be subject to the Transfer
Agent's approval. In the event that a change in such documents or in the
procedures contained therein increases the cost or burden to the Transfer
Agent of performing its obligations hereunder, the Transfer Agent shall be
entitled to receive reasonable compensation therefor.
15. DURATION. This Agreement shall become effective on the date first
written above and shall continue in force for two years from that date
(the "Initial Term"). Thereafter, this Agreement shall continue in force
from year to year (each a "Successive Term"), provided continuance after
the Initial Term is approved at least annually by (i) the vote of a major-
ity of the Trustees of the Fund and (ii) the vote of a majority of those
Trustees of the Fund who are not "interested persons" of the Fund, and who
are not parties to this Agreement or "interested persons" of any such
party (as determined under the 1940 Act), cast at a meeting called for the
purpose of voting on the approval.
16. TERMINATION. This Agreement shall terminate as follows:
a. This Agreement shall terminate automatically in the event of its
assignment.
b. Either the Fund or the Transfer Agent may terminate this Agree-
ment prior to the commencement of any Successive Term by providing to
the other party 90 days prior written notice of such termination.
c. Either party (the "terminating party") may immediately terminate
this Agreement during the Initial Term or any Successive Term in the
event of a material breach of this Agreement by the other party (the
"breaching party"), provided that the terminating party has given to
the breaching party notice of such breach and the breaching party has
not remedied such breach within 45 days after receipt of such notice.
Upon the termination of this Agreement, the Fund shall pay to the
Transfer Agent such compensation and out-of-pocket expenses as may be pay-
able for the period prior to the effective date of such termination. In
the event that the Fund designates a successor to any of the Transfer
Agent's obligations hereunder, the Transfer Agent shall, at the expense
and direction of the Fund, transfer to such successor all relevant books,
records and other data established or maintained by the Transfer Agent
under the foregoing provisions.
Sections 8, 10, 11, 12, 13, 16, 17, 21, 22, 23, 24, 25 and 26 shall
indefinitely survive any termination of this Agreement.
17. FORCE MAJEURE. The Transfer Agent shall not be liable for any de-
lays or errors in the performance of its obligations hereunder occurring
by reason of circumstances not reasonably foreseeable and beyond its con-
trol, including but not limited to acts of civil or military authority,
national emergencies, work stoppages, fire, flood, catastrophe, acts of
God, insurrection, war, riot or failure of communication or power supply.
In the event of equipment breakdowns which are beyond the reasonable con-
trol of the Transfer Agent and not primarily attributable to the failure
of the Transfer Agent to reasonably maintain or provide for the mainte-
xxxxx of such equipment, the Transfer Agent shall, at no additional ex-
pense to the Fund, take reasonable steps in good faith to minimize service
interruptions, but shall have no liability with respect thereto.
18. AMENDMENT. The terms of this Agreement shall not be waived, al-
tered, modified, amended or supplemented in any manner whatsoever except
by a written instrument signed by the Transfer Agent and the Fund.
19. NON-EXCLUSIVE SERVICES. The services of the Transfer Agent ren-
dered to the Fund are not exclusive. The Transfer Agent may render such
services to any other investment company and have other businesses and in-
terests.
20. DEFINITIONS. As used in this Agreement, the terms "assignment" and
"interested person" shall have the respective meanings specified in the
1940 Act and rules enacted thereunder as now in effect or hereafter
amended.
21. CONFIDENTIALITY. The Transfer Agent shall treat confidentiality
and as proprietary information of the Fund all records and other informa-
tion relating to the Fund and prior, present or potential shareholders and
shall not use such records and information for any purpose other than per-
formance of its responsibilities and duties hereunder, except as may be
required by administrative or judicial tribunals or as requested by the
Fund.
22. NOTICE. Any notices and other communications required or permitted
hereunder shall be in writing and shall be effective upon delivery by hand
or upon receipt if sent by certified or registered mail (postage prepaid
and return receipt requested) or by a nationally recognized overnight cou-
rier service (appropriately marked for overnight delivery) or upon trans-
mission if sent by telex or facsimile (with request for immediate confir-
mation of receipt in a manner customary for communications of such respec-
tive type and with physical delivery of the communication being made by
one or the other means specified in this Section 21 as promptly as practi-
cable thereafter). Notices shall be addressed as follows:
(a) if to the Fund:
Xxxx X. Xxxxxxx, Trustee
JWB Aggressive Growth Fund
Century Square Building
0000 Xxxxxx Xx., Xxxxx #0000
Xxxxxxxx, XX 00000
(b) if to the Transfer Agent:
Xxxxxxx X. Xxxxx, President
Declaration Service Company
000 Xxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
or to such other respective addresses as the Fund or the Transfer Agent
shall designate by like notice, provided that notice of a change of ad-
dress shall be effective only upon receipt thereof.
23. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remain-
der of this Agreement shall not be affected thereby.
24. GOVERNING LAW. This Agreement shall be administered, construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania
to the extent that such laws are not preempted by the provisions of any
law of the United States heretofore or hereafter enacted, as the same may
be amended from time to time.
25. ENTIRE AGREEMENT. This Agreement (including the Exhibits attached
hereto) contains the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersedes all prior written
or oral agreements and understandings with respect thereto.
26. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction. This Agreement may be exe-
cuted in two counterparts, each of which taken together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
JWB AGGRESSIVE GROWTH FUND
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, Trustee
DECLARATION SERVICE COMPANY
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, President
SCHEDULE A
JWB AGGRESSIVE GROWTH FUND
Portfolio and Fee Schedule
Portfolios covered by Transfer Agency and Shareholder Services Agreement:
Fees for Transfer Agent services on
behalf of the Portfolios:
Establishment of Fund on various systems of
Declaration Service Company Time & Materials
Transfer Agent, Dividend Disbursing Agent, $18 per account
Shareholder Servicing Annual Minimum:
$18,000 First Year
21,000 Second Year
24,000 Thereafter
Out-of-Pocket Expense: The Fund will be billed monthly for standard out-
of-pocket expense such as: telephone line expense (i.e. calls), cost of
statements/confirmations, postage, printing, copying, courier, bank ser-
vice charges, wire fees and other industry standard miscellaneous items.
SCHEDULE B
Transfer Agent, Shareholders Servicing Agent and Dividend
Disbursing Agent Services provided by Declaration Services Company
1. Examine and process new accounts, subsequent payments, liquida-
tions, exchanges, transfers, telephone transactions, check redemp-
tions, automatic withdrawals, and wire order trades.
2. Reinvest or pay dividends and make other distributions.
3. Answer investor and dealer telephone and/or written inquiries, ex-
cept as otherwise agreed by the Transfer Agent and the Fund.
4. Process and confirm address changes.
5. Process standard account record changes as required, i.e. Dividend
Codes, etc.
6. Microfilm and/or store source documents for transactions, such as
account applications and correspondence.
7. Perform backup withholding for those accounts in accordance with
Federal regulations.
8. Solicit missing taxpayer identification numbers.
9. Provide remote access inquiry to Fund records via Fund supplied
hardware (Fund responsible for connection line and monthly fee).
10. Maintain the following shareholder information in such a manner as
the Transfer Agent shall determine:
a. Name and address, including zip code.
b. Balance of Shares.
c. Number of Shares, issuance date of each Share outstanding and
cancellation date of each Share no longer outstanding, if is-
sued.
d. Balance of dollars available for redemption.
e. Dividend code (daily accrual, monthly reinvest, monthly cash or
quarterly cash).
f. Type of account code.
g. Establishment date indicating the date an account was opened,
carrying forward pre- conversion data as available.
h. Original establishment date for accounts opened by exchange.
i. W-9 withholding status and periodic reporting.
j. State of residence code.
k. Social security or taxpayer identification number, and indica-
tion of certification.
l. Historical transactions on the account for the most recent 18
months, or other period as mutually agreed to from time to
time.
m. Indication as to whether phone transaction can be accepted for
this account. Beneficial owner code, i.e. male, female, joint
tenant, etc.
11. Provide the following reports and statements:
a. Prepare daily journals for Fund reflecting all Shares and dol-
lar activity for the previous day.
b. Supply information monthly for Fund's preparation of Blue Sky
reporting.
c. Supply monthly purchase, redemption and liquidation information
for use in Fund's N-SAR report.
d. Provide monthly average daily balance reports for Fund.
e. Prepare and mail copies of summary statements to dealers and
investment advisers.
f. Mail transaction confirmation statements daily to investors.
g. Address and mail four periodic financial reports (material must
be adaptable to Transfer Agent's mechanical equipment as rea-
sonably specified by the Transfer Agent).
h. Mail periodic statement to investors.
i. Compute, prepare and furnish all necessary reports to govern-
mental authorities: Forms 1099R, 1099DIV, 1099B, 1042 and
1042S.
j. Enclose various marketing material as designated by the Fund in
statement mailings, i.e. monthly and quarterly statements (ma-
terial must be adaptable to mechanical equipment as reasonably
specified by the Transfer Agent).
12. Prepare and mail confirmation statements to dealers daily.
13. Prepare certified list of stockholders for proxy mailing.
