A G R E E M E N T(1)
THIS AGREEMENT, made as of the 17th day of May, 2001 by and between Lord
Xxxxxx Blend Trust - Lord Xxxxxx Small-Cap Blend Fund, a Delaware business
trust, having its principal office and place of business at 00 Xxxxxx Xxxxxx,
Xxxxxx Xxxx, X.X. 00000 (hereinafter called the "Trust"), and UNITED MISSOURI
BANK OF KANSAS CITY, N. A., a national banking association, having its principal
office and place of business at Kansas City, Missouri (hereinafter sometimes
called the "Bank" or "Transfer Agent"),
WITNESSETH:
WHEREAS, the Trust desires to appoint the Bank as Transfer Agent and
Dividend Disbursing Agent, and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Section 1. CERTAIN REPRESENTATIONS AND WARRANTIES OF THE BANK.
The Bank represents and warrants to the Trust that:
1.01 It is a national banking association duly organized and
existing and in good standing under the laws of the United
States of America.
1.02 It is duly qualified to carry on its business in the State of
Missouri.
1.03 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform the services contemplated in
this Agreement.
1.04 All requisite trust proceedings have been taken to authorize
it to enter into and perform this Agreement.
1.05 It has or has available to it, and will continue to have
available and cause to be maintained, the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
Section 2. CERTAIN REPRESENTATIONS AND WARRANTIES OF THE TRUST.
The Trust represents and warrants to the Bank that:
2.01 It is a business trust duly organized and existing and in good
standing under the laws of the State of Delaware.
2.02 It is an open-end diversified management investment company
registered under the Investment Company Act of 1940.
2.03 A registration statement under the Securities Act of 1933 is
currently effective with respect to all shares of the Trust
being offered for sale.
2.04 All requisite steps have been taken to register the Trust's
shares for sale in all states in which the Trust's shares are
now offered for sale through independent dealers, and the
Trust has no notice of any stop order or other proceeding in
any such state affecting such registration or the sale of the
Trust's shares.
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2.05 The Trust is empowered under applicable laws and by its
charter and by-laws to enter into and perform this Agreement;
and, when authorized by its Board of Trustees, all requisite
trust proceedings will have been taken to authorize it to
enter into and perform this Agreement.
Section 3. SCOPE OF APPOINTMENT.
3.01 Subject to the conditions set forth in this Agreement, the
Trust hereby employs and appoints the Bank as Transfer Agent
and Dividend Disbursing Agent effective December 14, 1999.
3.02 The Bank hereby accepts such employment and appointment and
agrees that on and after December 14, 1999, it will act as the
Trust's Transfer Agent and Dividend Disbursing Agent. The Bank
agrees that it will also act as agent in connection with the
Trust's Periodic Investment Program and Periodic Withdrawal
Plan accounts and other accumulation, open-account or similar
plans for shareholders and that it will provide services as
custodian of Xxxxx plans and XXX plans for shareholders of
mutual funds managed by Lord, Xxxxxx & Co. which are approved
and accepted by the Bank.
3.03 The Bank agrees to provide the necessary facilities, equipment
and personnel to perform its duties and obligations hereunder
in accordance with the best industry practice.
3.04 The Trust states that as of December 14, 1999, all of its
existing shareholder and account records or such thereof as
are deemed necessary for the performance of the duties of the
Transfer Agent hereunder are in the possession of
Data-Sys-Tance, Inc., 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx,
Xxxxxxxx (hereinafter called "DST"), and that the Transfer
Agent is entitled to rely on the correctness and accuracy of
all such records in the performance of its duties as required
by this Agreement.
3.05 The Bank agrees that it will perform all of the usual and
ordinary services as Transfer Agent and Dividend Disbursing
Agent and as agent for the various shareholder accounts,
including, without limitation, the following: issuing,
transferring and canceling stock certificates, maintaining all
shareholder accounts, preparing shareholder meeting lists,
mailing proxies, receiving and tabulating proxies, mailing
shareholder reports and prospectuses, withholding taxes on
non-resident alien accounts, preparing and mailing checks for
disbursement of income dividends and capital gains
distributions, preparing and filing U. S. Treasury Department
Form 1099 for all shareholders, preparing and mailing
confirmation forms to shareholders and dealers with respect to
all purchases and liquidations of Trust shares and other
transactions in shareholder accounts for which confirmations
are required, preparing and mailing dealer commission
statements and dealer commission checks, recording
reinvestment of dividends and distributions in Trust shares,
recording redemptions of Trust shares and preparing and
mailing checks for payments upon redemption and for
disbursements to withdrawal plan holders. The Bank has
reviewed the requirements of the Trust set forth in Exhibit A
hereto and represents and warrants that it will be able to,
and agrees that it will, fulfill such requirements as and when
requested by the Trust.
Section 4. FEES AND EXPENSES.
4.01 For the services to be rendered by the Bank pursuant to this
Agreement, the Trust agrees to pay to the Bank a reasonable
compensation as agreed upon in writing between the Trust and
the Bank for all services rendered as Transfer Agent and
Dividend Disbursing Agent, taking into account among other
factors the lowest rates which the Bank and its sub-agent, if
any, charge other mutual funds for similar services and
economies resulting from increased volume of business and from
reduced costs to the Bank and its sub-agent, if any.
One-twelfth (1/12th) of the annual maintenance fee agreed upon
per shareholder account shall be paid on the fifth (5th) day
of each month. Each monthly payment shall be calculated by
multiplying 1/12th of the annual maintenance fee times the
highest number of open
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shareholder accounts existing at any time during the previous
month; provided, however, that any service fees or charges
other than transcript fees paid to the Transfer Agent or its
sub-agent, if any, by the Trust's shareholders or by dealers
shall be applied toward such monthly payments by the Trust.
4.02 The Trust agrees to promptly reimburse the Bank for all
reasonable out-of-pocket expenses or advances incurred by it
and by its subagent, if any, in connection with the
performance of services under this Agreement, for postage (and
first class mail insurance in connection with mailing stock
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 (unless due to errors
of the Bank or its sub-agent, if any), and microfilm used each
year to record the previous year's transactions in shareholder
accounts and computer tapes used for permanent storage of
records.
4.03 The Bank agrees to pay or cause its sub-agent, if any, to pay
the entire cost of providing one telephone circuit for voice
and data transmission between the offices in Kansas City,
Missouri, where the computer equipment on which the
shareholder records are maintained is located, and the Trust's
offices in New York City.
Section 5. EFFICIENT OPERATION OF SYSTEM.
5.01 In connection with the performance of its services under this
Agreement, the Bank assumes full responsibility for the
accurate and efficient functioning of the system used for the
establishment and maintenance of shareholder records at all
times, including without limitation:
(a) The accuracy of all entries in the Bank's records
reflecting orders and instructions received from
dealers, shareholders, the trust or its principal
underwriter;
(b) The continuous availability and the accuracy of
shareholder lists, shareholder account verifications,
confirmations and other shareholder account information
to be produced from its records or data;
(c) The accurate and timely issuance of dividend and
distribution checks in accordance with instructions
received from the Trust;
(d) The accuracy of redemption transactions and payments in
accordance with redemption instructions received from
dealers, shareholders or the Trust;
(e) The deposit daily in the Trust's appropriate special
bank account of all checks and payments received from
dealers or shareholders for investment in shares;
(f) The requiring of proper forms of instructions,
signatures and signature guarantees and any necessary
documents supporting the legality of transfers,
redemptions and other shareholder account transactions,
all in conformity with the Transfer Agent's present
procedures with such changes as may be required or
approved by the Trust; and
(g) The maintenance of a current duplicate set of the
Trust's essential records at a secure distant location,
in form available and usable forthwith in the event of
any breakdown or disaster disrupting its main operation.
Section 6. INDEMNIFICATION.
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6.01 Except to the extent that the Bank or its sub-agent, if any,
is covered by and receives payment from any insurance required
hereunder, the Bank shall not be responsible for, and the
Trust shall hold harmless and indemnify the Bank from and
against any loss or liability to the Trust or third parties
(and expenses including attorney's fees in connection with any
claim or suit asserting any such liability) arising out of or
attributable to actions taken by the Bank or its sub-agent, if
any, pursuant to this Agreement, provided that the Bank and
its sub-agent, if any, have acted in good faith, with due
diligence and without negligence. The matters covered by this
indemnification include but are not limited to the following:
(a) Errors or omissions in records and documents received by
DST, the prior Transfer Agent, which, prior to the
appointment of DST, had been prepared and/or maintained
by the Trust, Xxxxxx Guaranty Trust Company of New York
or any other person or firm on behalf of the Trust, and
which were relied on by DST;
(b) Actions under this Agreement in reliance on, or in the
carrying out of, any instructions or requests of the
Trust or its officers (it being agreed that the Bank or
its sub-agent, if any, may apply to the Trust for
instructions whenever it is deemed advisable);
(c) Actions under this Agreement taken or omitted by the
Bank or its sub-agent, if any, in good faith in reliance
on an opinion of outside legal counsel for the Bank or
for the Trust; and
(d) Actions of the Bank or its sub-agent, if any, under this
Agreement in reliance upon any certificate or document
reasonably believed by it to be genuine and to have been
signed by (or bear the proper facsimile signature of)
the proper person or persons.
The Trust shall be responsible for, and shall have the right
to con duct or control the defense of any litigation asserting
liability against which the Bank or its sub-agent, if any, is
indemnified hereunder.
6.02 The Bank shall hold harmless and indemnify the Trust from and
against any loss or liability arising out of the Bank's
failure to comply with the terms of this Agreement or arising
out of the Bank's negligence or misconduct.
Section 7. CERTAIN COVENANTS OF THE BANK AND THE TRUST.
7.01 All requisite steps will be taken by the Trust from time to
time when and as necessary to register the Trust's shares for
sale in all states in which the Trust's shares shall at any
time be offered for sale through independent dealers. If at
any time the Trust shall receive notice of any stop order or
other proceeding in any such state affecting such registration
or the sale of the Trust's shares, or of any stop order or
other proceeding under the Federal securities laws affecting
the sale of the Trust's shares, the Trust will give prompt
notice thereof to the Bank.
7.02 The Bank hereby agrees to establish and maintain or to cause
to be established and maintained facilities and procedures
reasonably acceptable to the Trust for safekeeping of stock
certificates, check forms, and facsimile signature imprinting
devices, if any; and for the preparation or use, and for
keeping account of, such certificates, form and devices and to
cause its sub-agent, if any, to carry insurance as specified
in Exhibit 3 hereto with insurers acceptable to the Trust
which insurance shall be in the minimum amounts specified in
Exhibit 3 and which shall not be changed without the consent
of the Trust, and will be expended in coverage or increased in
amounts from time to time if and when reasonably requested by
the Trust.
7.03 To the extent required by Section 31 of the Investment Company
Act of 1940 and Rules thereunder, the Bank agrees that all
records maintained by the Bank or by its sub-agent, if any,
relating to the
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services to be performed by the Bank under this Agreement are
the property of the Trust and will be preserved and will be
surrendered promptly to the Trust on request.
7.04 The Bank agrees to cause its sub-agent, if any, to give the
Trust two months written notice before commencing work on any
new business at its location in Kansas City, Missouri. Such
notice shall state the name of the company for whom work will
be done, the number of its shareholders and shall explain the
manner in which the sub-agent intends to add the new accounts
without affecting the quality of its services to the Trust on
behalf of the Bank.
7.05 The Bank agrees to furnish and to cause its sub-agent, if any,
to furnish the Trust semi-annual reports of its financial
condition, consisting of a balance sheet, earnings statement
and any other financial information reasonably requested by
the Trust. The annual financial statements of the sub-agent,
if any, shall be certified by the certified public accountants
for such sub-agent.
7.06 The Bank will cause its sub-agent, if any, to represent and
agree that it will use its best efforts to keep current on the
trends of the investment company industry relating to
shareholder services and to agree that it will use its best
efforts to continue to modernize and improve its system
without additional costs to the Trust.
7.07 The Trust and its authorized representatives will be permitted
to make periodic inspections of the mutual funds operations of
the Bank and the operations of the Bank's sub-agent, if any,
at reasonable times during business hours.
Section 8. TERMINATION OF AGREEMENT.
8.01 This Agreement may be terminated by either party by one (1)
year's written notice to the other.
8.02 The Trust, in addition to any other rights and remedies, shall
have the right to terminate this Agreement forthwith upon the
occurrence at any time of any of the following events:
(a) Any interruption or cessation of operations by the Bank
or its sub-agent, if any, which materially interferes
with the business operation of the Trust;
(b) Insolvency or bankruptcy of the Bank or the Bank's
sub-agent, if any;
(c) Any merger, consolidation or sale of substantially all
the assets of the Bank or the Bank's sub-agent, if any;
(d) The acquisition of the Bank's sub-agent, if any, or a
controlling interest therein by any broker, dealer,
investment adviser or investment company; or
(e) Failure by the Bank or its sub-agent, if any, to perform
its duties in accordance with this Agreement which
failure materially adversely effects the business
operations of the Trust and which failure continues for
sixty (60) days after written notice from the Trust.
8.03 If at any time this Agreement shall be terminated by the Trust
pursuant to clause (a), (b) or (e) of paragraph 8.02, the
Trust shall have and is hereby granted the right, at its
option, to use or cause its agents, employees or independent
contractors to use, for as long as the Trust deems necessary
for its own operations, and no other, and without payment of
any compensation or reimbursement to the Bank or its sub-agent,
if any, the system then being used to process and maintain the
Trust's shareholder records, including all
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of the programs, manuals and other materials and information
necessary to operate the system.
Section 9. AGENCY REGULATIONS.
9.01 Except as otherwise provided in this Agreement, the
appointment of the Bank as Transfer Agent and Dividend
Disbursing Agent shall require that its sub-agent, if any,
shall be subject to the terms of the Mutual Fund Transfer
Agency Regulations of DST (other than paragraphs 7, 12, 13 and
14), a copy of which is attached hereto as Exhibit C. With
respect to paragraphs 29 and 33 of said Regulations, it is
understood and agreed that funds for the payment of dividends
and distributions may be deposited by the Trust directly in a
bank account in the name of the Trust.
Section 10. CONDITIONS PRECEDENT TO THE TRUST'S OBLIGATIONS.
10.01 Anything herein contained to the contrary notwithstanding,
this Agreement shall not take affect or be binding on the
Trust unless and until the following condition shall have been
met:
(a) This Agreement shall have been approved by the Board of
Trustees of the Trust.
Section 11. ASSIGNMENT.
11.01 It is understood that the Trust desires to utilize the
services, facilities, system and programs of DST, which has
been serving as Transfer and Dividend Disbursing Agent for the
Lord Xxxxxx Family of Funds under an Agreement dated as of
March 30, 1970. To that end, it is understood and agreed that
all or any portion of the services to be provided by the Bank
under this Agreement may be performed by DST, as the sub-agent
of the Bank, under a sub-contract and that in the event of
performance of any such services which are subcontracted to
DST:
(a) DST and the Bank shall each be entitled to all of the
benefits herein afforded to the Bank, including, but not
limited to the indemnities provided herein.
(b) DST shall, by the terms and, provisions of the
Sub-Contract Agreement between the Bank and DST, be
required to assume the same duties and responsibilities
and provide the same quality of service, accuracy,
efficient functioning of its system and operations, and
keeping of records as required of the Bank, as Transfer
Agent for the Trust.
(c) The Trust shall deliver to DST and to the Bank certified
copies of any and all resolutions of its Board of
Trustees relating to the duties, procedures or
responsibilities provided for herein.
(d) The Fund agrees that if it requests DST to perform any
functions not provided for in this Agreement, and DST
performs such functions, the Bank shall have no
responsibility for, and shall be indemnified by the Fund
against any loss, liability or claim resulting therefrom
unless the performance of such function by DST shall
have been consented to or approved by the Bank prior to
such performance.
11.02 With the exception of the sub-contract to DST referred to
above, neither this Agreement nor any rights or obligations
hereunder may be assigned by the Bank without the written
consent of the Fund.
11.03 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective successors and assigns.
If for any reason the Bank terminates its sub-contract
agreement with DST, the Fund shall have the right to terminate
this agreement pursuant to Section 8.02 hereof.
Section 12. CONFIDENTIALITY.
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12.01 The Bank agrees that in the event the Bank enters into a
sub-contract with DST as contemplated by Section 11.01 hereof,
it will cause DST to agree that, except as provided in the
last sentence of paragraph 25 of Exhibit C hereto or as
otherwise required by law, DST will keep confidential all
records of and information in its possession relating to the
Fund or its shareholders or shareholder accounts and will not
disclose the same to any person except at the request or with
the consent of the Fund.
12.02 The Fund agrees that, subject to paragraph 8.03 and except as
otherwise required by law, the Fund will, providing the Bank
enters into a sub-contract with DST as contemplated by
Section 11.01 hereof, keep confidential all financial
statements and other financial records (other than statements
and records relating solely to the Fund's business dealings
with the Bank and its sub-agent, if any) and all manuals,
systems and other technical-information and data not publicly
disclosed relating to DST's operations and programs furnished
to it by DST pursuant to this Agreement and will not disclose
the same to any person except at the request or with the
consent of DST.
Section 13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
13.01 All representations and warranties by either party herein
contained shall survive the execution and delivery of this
Agreement and its becoming effective under paragraph 10.01.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their corporate seals by and
through their duly authorized officers, as of the day and year first above
written.
Lord Xxxxxx Blend Trust - Lord Xxxxxx
Small-Cap Blend Fund
By
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Vice President
ATTEST:
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Secretary
UNITED MISSOURI BANK OF KANSAS CITY,
NATIONAL ASSOCIATION
BY
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Executive Vice President
ATTEST:
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Assistant Secretary
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