Exhibit 9(a)
Form of Transfer Agency and Service Agreement between
Registrant and Xxxxxx Xxxx Incorporated
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of the 18th day of November, 1994 between IBJ
Funds Trust, a Delaware business trust (the "Company"), and XXXXXX XXXX
INCORPORATED, a Delaware corporation (the "Transfer Agent").
R E C I T A L
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Company desires to retain the Transfer Agent to serve as
the Company's transfer agent, registrar, and dividend disbursing agent, and the
Transfer Agent is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Company hereby appoints the Transfer Agent to serve
as transfer agent, registrar and dividend disbursing agent for the Company with
respect to the shares of the Company's four existing investment portfolios:
Reserve Money Market Fund, Bond Fund, Core Equity Fund and Growth and Income
Fund (collectively, the "Funds"), for the period and on the terms
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set forth in this Agreement. In the event that the Company establishes one or
more portfolios other than the Funds with respect to which the Company decides
to retain the Transfer Agent to act as transfer agent hereunder, the Company
shall so notify the Transfer Agent in writing. If the Transfer Agent is willing
to render such services, the Transfer Agent shall promptly notify the Company in
writing whereupon such portfolio shall be deemed to be a Fund hereunder.
2. DELIVERY OF DOCUMENTS. The Company has furnished the Transfer Agent
with copies properly certified or authenticated of each of the following:
(a) Resolutions of the Company's Board of Trustees authorizing the
appointment of the Transfer Agent as transfer agent and registrar and dividend
disbursing agent for the Company and approving this Agreement;
(b) Appendix A identifying and containing the signatures of the
Company's officers and other persons authorized to issue Oral Instructions and
to sign Written Instructions, as hereinafter defined, on behalf of the Company
and to execute stock certificates representing Shares;
(c) the Company's Declaration of Trust filed with the Department of
Assessments and Taxation of the State of Delaware on May 2, 1994 and all
amendments thereto (the "Articles");
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(d) The Company's By-Laws and all amendments thereto (the"By-Laws");
(e) (i) The Advisory Agreement between IBJ Xxxxxxxx Bank & Trust
Company and the Company with respect to the Funds;
(f) The Custodian Agreement between IBJ Xxxxxxxx Bank & Trust
Company and the Company dated as of November 18, 1994 (IBJ Xxxxxxxx Bank & Trust
Company, being referred to herein as the "Custodian" for the period during which
the agreement between the Company and such entity is in effect);
(g) The Fund Administration Services Agreement between Xxxxxx Xxxx
Incorporated (the "Administrator") and the Company dated as of November 18,
1994;
(h) The Distribution Agreement between IBJ Funds Distributor
Incorporated (the "Distributor") and the Company dated as of November 18, 1994;
(i) The Company's most recent Registration Statement on Form N-lA
under the Securities Act of 1933 (the "1933 Act") and under the 1940 Act as
filed with the SEC relating to shares of the Company's Capital Stock, $.001 par
value (the "Shares"), and all amendments thereto;
(j) The Company's most recent prospectus and statement of additional
information and all amendments and supplements thereto (the "Prospectus"); and
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(k) Before the Company engages in any transaction regulated by the
Commodity Futures Trading Commission ("CFTC"), a copy of either (i) a filed
notice of eligibility to claim the exclusion from the definition of "commodity
pool operator" contained in Section 2(a)(1)(A) of the Commodity Exchange Act
("CEA") that is provided in Rule 4.5 under the CEA, together with all
supplements as are required by the CFTC, or (ii) a letter which has been granted
the Company by the CFTC which states that the Company will not be treated as a
"pool" as defined in Section 4.10(d) of the CFTC's General Regulations, or (iii)
a letter which has been granted the Company by the CFTC which states that the
CFTC will not take any enforcement action if the Company does not register as a
"commodity pool operator".
The Company will furnish the Transfer Agent from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing, if any.
3. DEFINITIONS.
(a) "AUTHORIZED PERSON". As used in this Agreement, the term
"Authorized Person" means any officer of the Company and any other person,
whether or not any such person is an officer or employee of the Company, duly
authorized by the Board of Directors of the Company to give Oral and Written
Instructions on behalf of the Company and listed on the Certificate annexed
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hereto as Appendix A or any amendment thereto as may be received by the Transfer
Agent from time to time.
(b) "ORAL INSTRUCTIONS". As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by the Transfer Agent
from an Authorized Person or from a person reasonably believed by the Transfer
Agent to be an Authorized Person. The Company agrees to deliver to the Transfer
Agent, at the time and in the manner specified in Paragraph 4(b) of this
Agreement, Written Instructions confirming Oral Instructions.
(c) "WRITTEN INSTRUCTIONS". As used in this Agreement, the term
"Written Instructions" means written instructions delivered by hand, mail,
tested telegram, cable, telex or facsimile sending device including buy or sell
tickets, computer transmissions, and received by the Transfer Agent and signed
by an Authorized Person.
4. INSTRUCTIONS CONSISTENT WITH ARTICLES, ETC.
(a) Unless otherwise provided in this Agreement, the Transfer Agent
shall act only upon Oral or Written Instructions. Although the Transfer Agent
may know of the provisions of the Articles and By-Laws of the Company, the
Transfer Agent may assume that any Oral or Written Instructions received
hereunder are not in any way inconsistent with any provisions of such
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Articles or By-Laws or any vote, resolution or proceeding of the Shareholders,
or of the Board of Directors, or of any committee thereof.
(b) The Transfer Agent shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by the Transfer
Agent pursuant to this Agreement. The Company agrees to forward to the Transfer
Agent Written Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by the Transfer Agent by the close of business
of the same day that such Oral Instructions are given to the Transfer Agent. The
Company agrees that the fact that such confirming Written Instructions are not
received by the Transfer Agent shall in no way affect the validity of the
transactions or enforceability of the transactions authorized by the Company by
giving Oral Instructions. The Company agrees that the Transfer Agent shall incur
no liability to the Company in acting upon Oral Instructions given to the
Transfer Agent hereunder concerning such transactions, provided such Oral
Instructions reasonably appear to have been received from an Authorized Person.
5. TRANSACTIONS NOT REQUIRING INSTRUCTIONS. In the absence of contrary
Written Instructions, the Transfer Agent is authorized to take the following
actions:
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(a) ISSUANCE OF SHARES. Upon receipt of a purchase order from the
Distributor for the purchase of Shares and sufficient information to enable the
Transfer Agent to establish a Shareholder account, and after confirmation of
receipt or crediting of Federal funds for such order from the Company's
Custodian, the Transfer Agent shall issue and credit the account of the investor
or other record holder with Shares in the manner described in the Prospectus.
(b) TRANSFER OF SHARES; UNCERTIFICATED SECURITIES. Where a
Shareholder does not hold a certificate representing the number of Shares in his
account and does provide the Transfer Agent with instructions for the transfer
of such Shares which include appropriate documentation to permit a transfer,
then the Transfer Agent shall register such Shares and shall deliver them
pursuant to instructions received from the transferor, pursuant to the rules and
regulations of the SEC, and the law of the State of Maryland relating to the
transfer of shares of common stock.
(c) STOCK CERTIFICATES. If at any time the Company issues stock
certificates, the following provisions will apply:
(i) The Company will supply the Transfer Agent with a sufficient
supply of stock certificates representing Shares, in the form approved from
time to time by the Board of Directors of the Company, and, from time to
time, shall
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replenish such supply upon request of the Transfer Agent. Such stock
certificates shall be properly signed, manually or by facsimile signature,
by the duly authorized officers of the Company, whose names and positions
shall be set forth on Appendix A, and shall bear the corporate seal or
facsimile thereof of the Company, and notwithstanding the death,
resignation or removal of any officer of the Company, such executed
certificates bearing the manual or facsimile signature of such officer
shall remain valid and may be issued to Shareholders until the Transfer
Agent is otherwise directed by Written Instructions.
(ii) In the case of the loss or destruction of any certificate
representing Shares, no new certificate shall be issued in lieu thereof,
unless there shall first have been furnished an appropriate bond of
indemnity issued by the surety company approved by the Transfer Agent.
(iii) Upon receipt of signed stock certificates, which shall be in
proper form for transfer, and upon cancellation or destruction thereof, the
Transfer Agent shall countersign, register and issue new certificates for
the same number of Shares and shall deliver them pursuant to instructions
received from the transferor, the rules and
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regulations of the SEC, and the law of the State of Maryland relating to
the transfer of shares of common stock.
(iv) Upon receipt of the stock certificates, which shall be in
proper form for transfer, together with the Shareholder's instructions to
hold such stock certificates for safekeeping, the Transfer Agent shall
reduce such Shares to uncertificated status, while retaining the
appropriate registration in the name of the Shareholder upon the transfer
books.
(v) Upon receipt of written instructions from a Shareholder of
uncertificated securities for a certificate in the number of shares in his
account, the Transfer Agent will issue such stock certificates and deliver
them to the Shareholder.
(d) REDEMPTION OF SHARES. Upon receipt of a redemption order from
the Distributor, the Transfer Agent shall redeem the number of Shares indicated
thereon from the redeeming Shareholder's account and receive from the Company's
Custodian and disburse to the redeeming Shareholder the redemption proceeds
therefor, or arrange for direct payment of redemption proceeds to such
Shareholders by the Company's Custodian, in accordance with such procedures and
controls as are mutually agreed upon from time to time by and among the Company,
the Transfer Agent and the
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Company's Custodian. Authority to perform the above shall be suspended when the
Company suspends the Shareholders' right of redemption, provided that the
Company delivers Notice of such suspension to the Transfer Agent.
6. AUTHORIZED SHARES. The Company's authorized capital stock
consists of an unlimited amount of shares of Capital Stock, par value $.001 per
Share.
The Transfer Agent shall record issues of all Shares and shall notify
the Company in case any proposed issue of Shares by the Company for a particular
Fund shall result in an over-issue for that Fund as defined by Section 8-104(2)
of Article 8 of the Maryland Uniform Commercial Code. In case any such issue of
Shares would result in such an over-issue, the Transfer Agent shall refuse to
issue said Shares and shall not countersign and issue certificates for such
Shares. The Company agrees to notify the Transfer Agent promptly of any change
in the number of authorized Shares or their classification and of any change in
the number of Shares registered under the 1933 Act.
7. DIVIDENDS AND DISTRIBUTIONS.
(a) The Company shall furnish the Transfer Agent with appropriate
evidence of action by the Company's Board of Directors authorizing the
declaration and payment of dividends and distributions as described in the
Prospectus. After
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deducting any amount required to be withheld by any applicable tax laws, rules
and regulations or other applicable laws, rules and regulations, the Transfer
Agent shall in accordance with the instructions in proper form from a
Shareholder and the provisions of the Company's Articles and Prospectus, issue
and credit the account of the Shareholder with Shares, or, if the Shareholder so
elects, pay such dividends to the Shareholder in the manner described in the
Prospectus. In lieu of receiving from the Company's Custodian and paying to
Shareholders cash dividends or distributions, the Transfer Agent may arrange for
the direct payment of cash dividends and distributions to Shareholders by the
Company's Custodian, in accordance with such procedures and controls as are
mutually agreed upon from time to time by and among the Company, the Transfer
Agent and the Company's Custodian.
(b) The Transfer Agent shall prepare, file with the Internal Revenue
Service and other appropriate taxing authorities, and address and mail to
Shareholders such returns and information relating to dividends and
distributions paid by the Company as are required to be so prepared, filed and
mailed by applicable laws, rules and regulations, or such substitute form of
notice as may from time to time be permitted or required by the Internal Revenue
Service. On behalf of the Company, the
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Transfer Agent shall mail certain requests for Shareholders' certifications
under penalties of perjury and pay on a timely basis to the appropriate Federal
authorities any taxes to be withheld on dividends and distributions paid by the
Company, all as required by applicable Federal tax laws and regulations.
In accordance with the Prospectus and such procedures and controls
as are mutually agreed upon from time to time by and among the Company, the
Transfer Agent and the Company's Custodian, the Transfer Agent shall (a) arrange
for issuance of Shares obtained through (1) transfers of funds from
Shareholders' accounts at financial institutions, (2) a Pre-Authorized Check
Plan, if any, and (3) a Right of Accumulation, if any; (b) arrange for the
exchange of Shares for shares of such other funds designated by the Company from
time to time; and (c) arrange for systematic withdrawals from the account of a
Shareholder participating in the Systematic Withdrawal Plan, if any.
8. COMMUNICATIONS WITH SHAREHOLDERS.
(a) COMMUNICATIONS TO SHAREHOLDERS. The Transfer Agent will address
and mail all communications by the Company to its Shareholders, including
reports to Shareholders, confirmations of purchases and sales of Company Shares,
monthly statements, dividend and distribution notices and proxy material for its
meetings of Shareholders. The Transfer Agent will
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receive and tabulate the proxy cards for the meetings of the Company's
Shareholders.
(b) CORRESPONDENCE. The Transfer Agent will answer such
correspondence from Shareholders, securities brokers and others relating to its
duties hereunder and such other correspondence as may from time to time be
mutually agreed upon between the Transfer Agent and the Company.
9. RECORDS. The Transfer Agent shall maintain records of the accounts
for each Shareholder showing the following information:
(a) name, address and United States Tax Identification oor Social
Security number;
(b) number and class of Shares held and number and class of Shares
for which certificates, if any, have been issued, including certificate numbers
and denominations;
(c) historical information regarding the account of each
Shareholder, including dividends and distributions paid and the date and price
for all transactions on a Shareholder's account;
(d) any stop or restraining order placed against a Shareholder's
account;
(e) any correspondence relating to the current maintenance of a
Shareholder's account;
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(f) information with respect to withholdings; and
(g) any information required in order for the Transfer Agent to
perform any calculations contemplated or required by this Agreement.
The books and records pertaining to the Company which are in the
possession of the Transfer Agent shall be the property of the Company. Such
books and records shall be prepared and maintained as required by the 1940 Act
and other applicable securities laws and rules and regulations. The Company, or
the Company's authorized representatives, shall have access to such books and
records at all times during the Transfer Agent's normal business hours. Upon the
reasonable request of the Company, copies of any such books and records shall be
provided by the Transfer Agent to the Company or the Company's authorized
representative at the Company's expense.
10. ONGOING FUNCTIONS. The Transfer Agent will perform the following
functions on an ongoing basis:
(a) furnish state-by-state registration and sales reports to the
Administrator;
(b) calculate Account Executive load or compensation payment and
provide such information to the Company, if any;
(c) calculate dealer commissions for the Company, if any;
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(d) provide toll-free lines for direct Shareholder use, plus
customer liaison staff with on-line inquiry capacity;
(e) mail duplicate confirmations to dealers of their clients'
activity, whether executed through the dealer or
directly with the Transfer Agent, if any;
(f) provide detail for underwriter or broker confirmations and other
participating dealer Shareholder accounting, in accordance with such procedures
as may be agreed upon between the Company and the Transfer Agent, if any;
(g) provide Shareholder lists and statistical information concerning
accounts to the Company; and
(h) provide timely notification of Company activity and such other
information as may be agreed upon from time to time between the Transfer Agent
and the Custodian, to the Company or the Custodian.
11. COOPERATION WITH ACCOUNTANTS. The Transfer Agent shall cooperate
with the Company's independent public accountants and shall take all reasonable
action in the performance of its obligations under this Agreement to assure that
the necessary information is made available to such accountants for the
expression of their opinion as such may be required by the Company from time to
time.
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12. CONFIDENTIALITY. The Transfer Agent agrees on behalf of itself and
its employees to treat confidentially all records and other information relative
to the Company and its prior, present or potential Shareholders and relative to
Equitable Securities Corporation and its prior, present or potential customers,
except, after prior notification to and approval in writing by the Company,
Equitable Securities Corporation, which approval shall not be unreasonably
withheld and may not be withheld where the Transfer Agent may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Company or Equitable Securities Corporation as appropriate.
13. EQUIPMENT FAILURES. In the event of equipment failures beyond the
Transfer Agent's control, the Transfer Agent shall, at no additional expense to
the Company, take reasonable steps to minimize service interruptions but shall
have no liability with respect thereto. The foregoing obligation shall not
extend to computer terminals located outside of premises maintained by the
Transfer Agent. The Transfer Agent shall enter into and shall maintain in effect
with appropriate parties one or more agreements making reasonable provision for
emergency use of
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electronic data processing equipment to the extent appropriate equipment is
available.
14. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF COMPANY. If the Transfer Agent shall be in doubt as to
any action to be taken or omitted by it, it may request, and shall receive, from
the Company directions or advice, including Oral or Written Instructions where
appropriate.
(b) ADVICE OF COUNSEL. If the Transfer Agent shall be in doubt as to
any question of law involved in any action to be taken or omitted by the
Transfer Agent, it may request advice at its own cost from counsel of its own
choosing (who may be counsel for Equitable Securities Corporation, the Company
or the Transfer Agent at the option of the Transfer Agent).
(c) CONFLICTING ADVICE. In case of conflict between directions,
advice or Oral or Written Instructions received by the Transfer Agent pursuant
to subparagraph (a) of this Paragraph and advice received by the Transfer Agent
pursuant to subparagraph (b) of this Paragraph, the Transfer Agent shall be
entitled to rely on and follow the advice received pursuant to the latter
provision alone.
(d) PROTECTION OF THE TRANSFER AGENT. The Transfer Agent shall be
protected in any action or inaction which it takes in reliance on any
directions, advice or Oral or Written
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Instructions received pursuant to subparagraphs (a) or (b) of this Paragraph
which the Transfer Agent, after receipt of any such directions, advice or Oral
or Written Instructions, in good faith believes to be consistent with such
directions, advice or Oral or Written Instructions, as the case may be. However,
nothing in this Paragraph shall be construed as imposing upon the Transfer Agent
any obligation (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions, advice or Oral
or Written Instructions when received, unless, under the terms of another
provision of this Agreement, the same is a condition to the Transfer Agent's
properly taking or omitting to take such action. Nothing in this subparagraph
shall excuse the Transfer Agent when an action or omission on the part of the
Transfer Agent constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard by the Transfer Agent of its duties and obligations under
this Agreement.
15. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The Transfer
Agent undertakes to comply with all applicable requirements of the 1933 Act, the
Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1940 Act, the
CEA, and any laws, rules and regulations of governmental authorities having
jurisdiction.
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16. COMPENSATION. As compensation for the services rendered by the
Transfer Agent during the term of this Agreement, the Company will pay to the
Transfer Agent monthly fees plus certain of the Transfer Agent's expenses
relating to such services, as shall be agreed to from time to time by the
Company and the Transfer Agent. The Company and the Transfer Agent have
initially agreed to the compensation set forth on Exhibit A attached hereto.
17. INDEMNIFICATION. The Company agrees to indemnify and hold harmless
the Transfer Agent and its nominees and sub-contractors from all taxes, charges,
expenses, assessments, claims and liabilities (including, without limitation,
liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, the CEA, and
any state and foreign securities and blue sky laws, all as or to be amended from
time to time) and expenses, including attorneys' fees and disbursements (as long
as such attorney has been retained with the consent of the Company, which
consent shall not be unreasonably withheld), arising directly or indirectly from
any action or thing which the Transfer Agent takes or does or omits to take or
do (i) at the request or on the direction of or in reliance on the advice of the
Company or (ii) upon Oral or Written Instructions, PROVIDED, that neither the
Transfer Agent nor any of its nominees or sub-contractors shall
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be indemnified against any liability to the Company or to its Shareholders (or
any expenses incident to such liability) arising out of the Transfer Agent's or
such nominee's or such sub-contractor's own willful misfeasance, bad faith or
negligence or reckless disregard of its duties in connection with the
performance of its duties and obligations specifically described in this
Agreement. In order that the indemnification provision contained in this
Paragraph 17 shall apply, it is understood that if in any case the Company may
be asked to indemnify or save the Transfer Agent harmless, the Company shall be
fully and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the Transfer Agent will use all
reasonable care to identify and notify the Company promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification against the Company. The Company shall have the option
to defend the Transfer Agent against any claim which may be the subject of this
indemnification and, in the event that the Company so elects, it will so notify
the Transfer Agent and thereupon the Company shall take over complete defense
for the claim, and the Transfer Agent shall in such situation incur no further
legal or other expenses for which it shall seek indemnification under this
Paragraph 17. The Transfer Agent
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shall in no case confess any claim or make any compromise or settlement in any
case in which the Company will be asked to indemnify the Transfer Agent, except
with the Company's prior written consent.
18. RESPONSIBILITY OF THE TRANSFER AGENT. The Transfer Agent shall be
under no duty to take any action on behalf of the Company except as specifically
set forth herein or as may be specifically agreed to by the Transfer Agent in
writing. In the performance of its duties hereunder, the Transfer Agent shall be
obligated to exercise care and diligence and to act in good faith and to use its
best efforts within reasonable limits to insure the accuracy and completeness of
all services performed under this Agreement. The Transfer Agent shall be
responsible for and shall hold the Company harmless from all loss, cost, damage
and expense, including reasonable attorney fees (as long as such attorney has
been retained with the consent of the Transfer Agent, which consent shall not be
unreasonably withheld), incurred by it resulting from any claim, demand, action
or suit arising out of the Transfer Agent's own negligent failure to perform its
duties under this Agreement. In order that the indemnification provision
contained in this Paragraph 18 shall apply, it is understood that if in any case
the Transfer Agent may be asked to indemnify or save the Company harmless, the
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Transfer Agent shall be fully and promptly advised of all pertinent facts
concerning the situation in question, and it is further understood that the
Company will use all reasonable care to indemnify and notify the Transfer Agent
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the Transfer Agent.
The Transfer Agent shall have the option to defend the Company against any claim
which may be subject to this indemnification and, in the event that the Transfer
Agent so elects, it will so notify the Company and thereupon the Transfer Agent
shall take over complete defense for the claim, and the Company shall in such
situation incur no further legal or other expenses for which it shall seek
indemnification under this Paragraph 18. The Company shall in no case confess
any claim or make any compromise or settlement in any case in which the Transfer
Agent will be asked to indemnify the Company except with the Transfer Agent's
prior written consent.
To the extent that duties, obligations and responsibilities are not
expressly set forth in this Agreement, however, the Transfer Agent shall not be
liable for any act or omission which does not constitute willful misfeasance,
bad faith or gross negligence on the part of the Transfer Agent or reckless
disregard of such duties, obligations and responsibilities.
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Without limiting the generality of the foregoing or of any other provision of
this Agreement, the Transfer Agent in connection with its duties under this
Agreement shall not be under any duty or obligation to inquire into and shall
not be liable for or in respect of (a) the validity or invalidity or authority
or lack thereof of any Oral or Written Instruction, notice or other instrument
which conforms to the applicable requirements of this Agreement, if any, and
which the Transfer Agent reasonably believes to be genuine, or (b) delays or
errors or loss of data occurring by reason of circumstances beyond the Transfer
Agent's control, including acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdown (except as provided
in Paragraph 13), flood or catastrophe, acts of God, insurrection, war, riots or
failure of the mails, transportation, communication or power supply.
Notwithstanding the foregoing, the Transfer Agent shall use its best efforts to
mitigate the effects of the events set forth in clause (b) above, although such
efforts shall not impute any liability thereto. The Transfer Agreement expressly
disclaims all responsibility for consequential damages, including but not
limited to any that may result from performance or non-performance of any duty
or obligation whether express or implied in this Agreement, and also
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expressly disclaims any express or implied warranty of products or services
provided in connection with this Agreement.
19. DURATION AND TERMINATION. This Agreement shall continue in effect
until two years from the date thereof and thereafter for successive annual
periods, provided that such continuance is specifically approved at least
annually (a) by the company's Board of Directors and (b) by the vote, cast in
person at a meeting called for the purpose, of the majority of the Company's
Directors who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of any such party. This Agreement may be terminated at
any time, without the payment of any penalty, by a vote of a majority of the
Company's outstanding voting securities (as defined in the 0000 Xxx) or by a
vote of a majority of the Company's entire Board of Directors on 60 days'
written notice to the Transfer Agent or by the Transfer Agent on 60 days'
written notice to the Company.
20. REGISTRATION AS A TRANSFER AGENT. The Transfer Agent represents that
it is currently registered with the appropriate federal agency for the
registration of transfer agents, and that it will remain so registered for the
duration of this Agreement. The Transfer Agent agrees that it will promptly
notify the Company in the event of any material change in its status as a
registered transfer agent. Should the Transfer Agent fail to be
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registered with the appropriate federal agency as a transfer agent at any time
during this Agreement, the Company may, on written notice to the Transfer Agent,
immediately terminate this Agreement.
21. NOTICES. All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or "Notices" in this
Paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if to the
Transfer Agent at Xxxxxx Xxxx Incorporated, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, attention: Xxxx X. Xxxxxxx; (b) if to the Company, at the address of the
Company; or (c) if to neither of the foregoing, at such other address as shall
have been notified to the sender of any such Notice or other communication. A
Notice may be sent by first-class mail, in which case it shall be deemed to have
been given five days after it is sent, or if sent by messenger, it shall be
deemed to have been given on the day it is delivered, or if sent by confirming
telegram, cable, telex or facsimile sending device, it shall be deemed to have
been given immediately. All postage, cable, telegram, telex and facsimile
sending device charges arising from the sending of a Notice hereunder shall be
paid by the sender.
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22. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
23. AMENDMENTS. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
24. COUNTERPARTS. This Agreement may be executed 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.
25. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof, PROVIDED that the
parties hereto may embody in one or more separate documents their agreement, if
any, with respect to Oral Instructions. 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 or effect. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. This Agreement shall be
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binding and shall inure to the benefit of the parties hereto and their
respective successors.
26. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
IBJ FUNDS Trust
Attest: ---------------------- By: ------------------------
Title:
XXXXXX XXXX INCORPORATED
Attest: ---------------------- By: ------------------------
Title:
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EXHIBIT A
TRANSFER AGENCY AGREEMENT
COMPENSATION
The Transfer Agent shall receive an account maintenance fee of $15 per year for
each account which is in existence at any time during the month for which
payment is made, such fee to be paid in equal monthly installments, plus
out-of-pocket expenses. The Transfer Agent shall be entitled to this account
maintenance fee on all accounts maintained in its records during the year,
including those accounts which have a zero balance during any portion of the
year.
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INDEX
PARAGRAPH PAGE
1. Appointment..............................................................1
2. Delivery of Documents....................................................2
3. Definitions..............................................................4
4. Instructions Consistent with Articles, etc...............................5
5. Transactions Not Requiring Instructions..................................6
6. Authorized Shares........................................................9
7. Dividends and Distributions..............................................9
8. Communications with Shareholders........................................11
9. Records.................................................................12
10. Ongoing Functions.......................................................13
11. Cooperation with Accountants............................................14
12. Confidentiality.........................................................14
13. Equipment Failures......................................................14
14. Right to Receive Advice.................................................15
15. Compliance with Governmental Rules and Regulations......................16
16. Compensation............................................................17
17. Indemnification.........................................................17
18. Responsibility of the Transfer Agent....................................18
19. Duration and Termination................................................21
20. Registration as a Transfer Agent........................................22
21. Notices.................................................................22
22. Further Actions.........................................................23
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23. Amendments..............................................................23
24. Counterparts............................................................23
25. Miscellaneous...........................................................23
26. Governing Law...........................................................24
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