Ex-99.9
TRANSFER AGENCY, SHAREHOLDER SERVICING
AGENCY, AND PROXY AGENCY AGREEMENT
THIS AGREEMENT made as of the lot day of September, 1985 by
and between Xxxxxxx Xxxxx Retirement Series Trust (the "Fund"), an
unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts, and Xxxxxxx Xxxxx Financial Data
Service, Inc., a corporation organized and existing under the laws
of New Jersey (the "Transfer Agent").
W I T N E S S E T H
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WHEREAS, the Fund wishes to appoint the Transfer Agent to be
its transfer agent, shareholder servicing agent and proxy agent
upon, and subject to, the terms and provisions of this Agreement,
and the Transfer Agent is desirous of accepting such appointment
upon, and subject to, such terms and provisions;
NOW THEREFORE, in consideration of the mutual covenants
contained in this Agreement, the Fund and the Transfer Agent agree
as follows:
1. Appointment As Transfer Agent, Shareholder Servicing
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Agent and Proxy Agent for the Fund.
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1.1. The Fund hereby appoints the Transfer Agent to act
as its transfer agent, shareholder servicing agent and proxy agent
upon, and subject to, the terms and provisions of this Agreement.
1.2. The Transfer Agent hereby accepts the appointment
as transfer agent, shareholder servicing agent, and proxy agent
for the Fund, and agrees to act as such upon, and subject to, the
terms and provisions of this Agreement. The Transfer Agent hereby
agrees to hire, purchaser develop and maintain such dedicated
personnel, facilities, equipment, software, resources and
capabilities as may be reasonably determined by the Fund to be
necessary for the satisfactory performance of the duties and
responsibilities of the Transfer Agent under this Agreement.
2. Definitions
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In this Agreement:
2.1. The term 'Act' means the Investment Company Act
of 1940, as amended from time to times and any applicable rule,
regulation or order thereunder.
2.2. The term "Account" means any account of a Share-
holder established in connection with the self directed retirement
plans for which Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
acts as a passive Custodian ("Self-Directed Plans").
2.3. The term "Custodian" means the bank duly appointed
to act as Custodian for the, assets of the Fund and the term
'Custodian Agreement' means any agreement in effect between the
Fund and the Custodian.
2.4. The term "officer's Instruction" means an instruc-
tion given in writing on behalf of the Fund to the Transfer Agent
by the President, any Vice President, the Secretary# the Treasurer
or the Controller of the Fund.
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2.5. The term *Prospectus" means the prospectus of the
Fund from time to time in effect.
2.6. The term "Shares" means the shares of the Fund.
2.7. The term Shareholder means the holder of record
of Shares, irrespective of the category of Account maintained in
respect of such Shares.
2.8. The term "Statement of Additional Information"
means the statement of additional information of the Fund from
time to time in effect.
3. Functions of Transfer Agent, Shareholder Servicing Agent
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and Proxy Agent,
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3.1. Subject to the succeeding provisions of this
Agreement, the Transfer Agent hereby agrees to perform the
following functions on behalf of the Fund:
3.1.1. Issuing, transferring and redeeming shares;
3.1.2. Opening, maintaining, servicing and closing Ac-
counts.
3.1.3. Acting as agent of the Fund and/or Shareholders
in connectionn with Accounts, upon the terms and subject to the
conditions contained in tbe Prospectus and the Statement of
Additional Information.
3.1.4. Causing the reinvestment in Accounts of dividends
declared upon Shares.
3.1.5. Processing liquidations.
3.1.6. Furnishing to Shareholders appropriate income tax
information and income tax forms duly completed.
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3.1.7. Mailing to Shareholders annual, semi-annual, and
quarterly reports prepared by or on behalf of the Fund, and mail-
ing new Prospectuses upon their issue to Shareholders whose Shares
are held in Accounts.
3.1.8. Furnishing to the Fund such periodic statements
of transactions effected by the Transfer Agent, reconciliations,
balances and summaries as set forth in Exhibit A and as shall be
necessary in connection with the Self-Directed Plans program.
3.1.9. Maintaining such books and records relating to
transactions effected by the Transfer Agent as are required by the
Act or by any other applicable provisions of law to be maintained
by the Fund or the Transfer Agent with respect to such trans-
actions, and preserving, or causing to be preserved, any such
books and records for such periods as may be required by any law,
rule or regulation.
3.2. The Transfer Agent agrees to act as proxy agent in
connection with the holding of annual or special meetings of
Shareholders, such services to include, but not limited to,
mailing to Shareholders notices, proxies and proxy statements in
connection with the holding of such meetings, receiving and
tabulating votes cast by proxy, communicating to the Fund the
results of such tabulation accompanied by appropriate
certificatess and preparing and furnishing to the Fund certified
lists of Shareholders, all of the foregoing in such form and
containing such information as may be required by the Fund to
comply with any provisions of law applicable to such meetings.
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3.3. The Transfer Agent agrees to deal with, and answer,
all correspondence from or on behalf of Shareholders relating to
the functions of the Transfer Agent under this Agreement.
3.4. The Transfer Agent agrees to furnish to the Fund
such information and at such intervals as is necessary for the
Fund to comply with the registration and/or the reporting
requirements of the Securities and Exchange Commission, Blue Sky
authorities or other regulatory agencies.
3.5. The Transfer Agent agrees to provide to the Fund
upon request such information as may reasonably be required to
enable the Fund to reconcile the number of outstanding Shares
between the Transfer Agent's records and the account books of the
Fund.
3.6 The parties hereto agree that, without prejudice to
any other provisions of this section 3, the functions of the
Transfer Agent under this section 3 will be performed in ac-
cordance with the Activities List set out in Exhibit A to this
Agreement.
3.7 Notwithstanding anything in the foregoing
provisions of this section 3, the Transfer Agent agrees to perform
its functions hereunder subject to such modification (whether in
respect of particular cases or in any particular class of cases)
as may from time to time be contained in an Officer's Instruction.
4. Compensation of Transfer Agent,
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The charges for services described in this
Agreement, including "out-of-pocket" expenses will be established
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by a Fee Agreement between the Fund and the Transfer Agent under
separate cover.
5. Right to Inspect Records, etc., of Transfer Agent,
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The Transfer Agent agrees that it will make available
for examination, upon request by any officer of the Fund, its
accountant or its investment adviser, to any officer, employee,
or agent of the Fund, of its accountant or of its investment
adviser any books and records (whether or not books and records to
be preserved as required by law) which relate to any transaction
or function to be performed by the Transfer Agent under or
pursuant to this Agreement and shall permit any such person to
transcribe or to duplicate on equipment provided by the Transfer
Agent any such book or record, in whole or in part.
6. Confidential Relationships of the Transfer agent, etc.
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The Transfer Agent agrees, on behalf of itself and its
officers, employees, vendors and agents, that each of the
foregoing shall treat the identity and all transactions of
Shareholders, and all other transactions contemplated by this
Agreement, and all information germane thereto, as confidential
and not to be disclosed to any person (other than the Shareholder
concerned,, or the Fund, or as may be disclosed in the examination
of any books or records by any person lawfully entitled to examine
the same) except as may be authorized by an officer's Instruction.
The Transer Agent agrees to adopt procedures for and written
instructions to its officers, employees, vendors, and agents
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reasonably designed to implement the agreement established in this
section 6.
7. Standard of Care; loss caused by imposters,
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The Transfer Agent shall use its best efforts to insure
the accuracy of all services performed under this Agreement, but
assumes no responsibility for, and shall not be liable for, any
loss or damage to any party unless the negligence, bad faith or
willful misconduct of the Transfer Agent is a proximate cause of
such loss or damage; provided, however, that losses due to the
failure of the Transfer Agent to detect payments made by it under
this Agreement to imposters shall be borne by the Transfer Agent.
8. Termination of Appointment.
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The appointment of the Transfer Agent provided by this
Agreement shall be in effect for one year from the date hereof and
thereafter on a year-to-year basis, each such term to expire on
the anniversary of the date hereof. Any party may terminate such
appointment by delivering a written notice to that effect at the
princial place of business of the other party at least 60 days
prior to the expiration of the then current term of the Agreement.
In the event such appointment shall be terminated, for whatever
reason, the Transfer Agent will provide the Fund without further
charge with:
8.1. A complete and current computer reproducible
record, within 7 days of the date of termination, of that file
data which may reasonably be required to establish transfer
agency, shareholder servicing agency and proxy agency services
elsewhere.
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8.2. All hard copy records in file containers or other
acceptable container for shipping to a new location.
8.3. A referral service, for a reasonable period of
time, indicating to Shareholders or potential Shareholders the
next appropriate address for inquiries or Shareholder information.
8.4. Any other services, including correction of errors
or the costs of such correction, as may be normal and necessary to
effect the transfer of Shareholder information in an orderly and
timely manner, should the occasion arise.
Notwithstanding anything in the foregoing provisions of
this section 8, if it appears impracticable in the circumstances
to effect an orderly delivery of-the necessary and appropriate
records of the Transfer Agent to a successor transfer agent,
shareholder servicing agent, and/or proxy acent for the Fund
within the time specified in the notice of termination as a
foresaid, the Transfer Agent agrees that its appointment shall
remain in force and effect for such reasonable period as may be
required to complete necessary arrangements with a successor
transfer agent, shareholder servicing agent, and/or proxy agent.
9. Amendment, etc, of Agreement,
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Except to the extent that the performance by the
Transfer Agent of its functions under this Agreement may from time
to time be modified by an Officer's Instruction, this Agreement
may be amended or modified only by a further written agreement
between the parties.
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10. No Personal Liability of Trustegs, etc.
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The Transfer Agents acknowledges that the Declaration of
Trust establishing the Fund, a copy of which, together with all
amendments thereto (the "Declaration") is on file in the office
of the Secretary of the Commonwealtb of Massachusetts, provides
that the name of the Fund refers to the trustees under the
Declaration collectively as trustees, but not as individuals or
personally; and no trustee, Shareholder, officer, employee or
agent of the Fund shall be held to any personal liability, nor
shall resort be bad to their private property for the satisfaction
of any obligation or claim or otherwise in connection with the
affairs of said Fund but the Trust Estate only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written by
their respective officers hereunto duly authorized.
XXXXXXX XXXXX RETIREMENT SERIES
TRUST
By /s/ Xxxxxx X. Xxxxxxx
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Treasurer
ATTEST:
/s/ Xxxx X. Xxxxxxx
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Secretary
XXXXXXX XXXXX FINANCIAL DATA
SERVICE, INC.
By /s/ Xxxxxx X. Xxxx
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ATTEST:
/s/ Xxxxxxx Xxxxxxx Xx.
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Secretary
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Exhibit A
Activities List
I Services Further Described
A. Shareholder and Accounting Services.
1. General Scope.
The Transfer Agent will provide a comprehensive accounting
and shareholder service generally consistent with that
provided to other investment companies. The Transfer Agent
acknowledges that the services necessitated for the Fund may
be significantly more demanding from a time and precision
viewpoint than other types of investment companies with
respect to such features as:
a. Daily dividend accounting.
b. Wire receipt and payout of Shareholders' funds.
c. Immediate determination of Federal Funds availability on
subscriptions received.
d. Rapid and efficient transfers of investment monies
between the Fund's various accounts (e.g., subscription/
custody/ redemption).
e. Effective and controlled processing of redemptions.
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2. Computer Accounting and Record Keeping.
a. The Transfer Agent will perform daily maintenance
and routine file update prior to investment of the daily
dividend or establishing new Accounts.
b. The Transfer Agent will perform a dividend reinvestment
run daily in order to credit all existing Accounts with
dividends earned that day.
c. The Transfer Agency will take reasonable precautions for
safeguarding all Accounts during computer runs.
d. The Transfer Agent will provide continuous proof of the
outstanding Shares on a daily basis and on-line availability
of all file data.
3. Establishing and Servicing accounts.
The Transfer Agent will accept instructions from
the Fund opening a new account and will:
a. Audit and verify payment items for proper registration and
other particulars as prescribed by the Prospectus or
Statement of Additional Information.
b. Verify that there is no other existing Account with the
same registration.
c. Assign Account numbers.
d. Produce microfilm record of all incoming checks
and source documentation of filmstrips so as to be
retrievable and reproducible on command.
e. Process address changes and acknowledge such
changes to previous address of record.
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f. Answer inquiries from Shareholders.
g. Process on a daily basis routine transactions such
as:
i. Change of address.
ii. Miscellaneuous changes.
h. Incorporate in the Shareholder accounting software
and procedures the necessary flags, audits, and
tests to assure that the various provisions and
requirements specified elsewhere in this contract
are satisfied.
B. Transfer Agent Services.
The Transfer Agent will perform all functions normally
required of a transfer agent for an investment company. Such
functions shall include but not necessarily be limited to:
1. Keeping such records in the form and manner as it may deem
advisable consistent with the rules and regulations of
appropriate governmental authorities.
2. Processing transfers as requested, including obtaining'
and reviewing papers and all other documents necessary to
satisfy transfer requirements.
3. Processing initial and subsequent investments from
Shareholders.
4. Processing and record liquidation of Account balances to
satisfy full or partial account redemptions.
5. Accepting the daily dividend income calculated by the
Fund and reinvesting such income to the benefit of the
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Shareholders in additional full and fractional non-
certificated Shares. The procedure used must prove that the
amount reinvested daily balances to the total net income
accrued to this portfolio and that each Account is credited
daily with the corresponding Shares reinvested. To insure
these objectives are achieved appropriate reports and proofs
are to be generated.
C. Subscription Agent Services.
The Transfer Agent will accept subscriptions as set forth-In
the Prospectus and Statement of Additional Information. In
addition to subscription functions described elsewhere in
this Agreement, the Transfer Agent will:
1. Maintain a subscription account for the Fund. This
account shall be established and operated so as to satisfy
the following criteria:
a. The account shall be established for the benefit of the
Fund at State Street Bank & Trust Company (the "Bank"), which
shall be prepared to receive, efficiently process, and
cashier as promptly as possible all income, cash, checks,
Federal Reserve Drafts and bank wire transfers.
b. The account shall serve as the sole depository for
subscription monies intended for the purchase of Share until
such funds are transferred to the custody account.
c. All withdrawals from the account shall be for the
exclusive purpose of transferring funds into the Fund's
custody account.
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d. No dividend or redemption or any other payments shall be
made to Shareholders from the subscription account.
2. in connection with managing the subscription account, the
Transfer Agent will exercise all possible care in
satisfying, or causing the Bank to satisfy, operational
requirements in each of the following critical areas:
a. Determining on each business day the availability of
Federal Funds on all items paid in or to be paid in to
the subscription account. The determination of Federal
Funds availability shall be made as early as possible the
same day an item is received and shall be made in
specific accord with the Federal Reserve Schedule
(Federal Reserve Bank of New York). Federal Funds
availability shall be reported to the Fund during the
course of each business day.
b. Adopting such procedures as the Fund's auditors may
reasonably specify to monitor compliance with the the terms
and conditions set forth in Fund's prospectus or Statement of
Additional Information in the determination and timely
transfer of Federal Funds.
D. Dividend Disbursment and Redemption Agent Services.
1. Dividends.
a. Determination of daily dividend amounts shall be as
generally described in Section I.B.5. and as more
specifically as set forth in:
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i. The Fund's Prospectus and Statement of
Additional Information.
ii. The Transfer Agent's dividend accrual and
update routine.
b. Dividends shall be reinvested daily in additional
non-certificated Shares of the Fund.
c. Additional dividend information shall be provided to
Shareholders upon written request.
2. Redemption Processing
The Transfer Agent will take all necessary steps to insure
that redemptions and repurchase requirements have been met,
including the receipt and examination of signature guarantees
and obtain any needed papers or documents.
a. All redemption requests will be automatically reviewed:
i. To insure there are sufficient Shares
available in the Account.
ii. To insure collection of the applicable
subscription check before using funds for
redemption (other than payment received by the
Transfer Agent from Bank Wire and Federal
Reserve Drafts).
iii. To notify the Fund of all redemption requests
in excess of $1,000,0000.
iv. And signed by an individual other than the
preparer of the checks, to insure that the
checks issued in redemption correspond to the
amounts requested to be redeemed.
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b. Develop and employ a method for validating receipt of
good subscription funds to comply with section I.D.2.a.ii.
c. No signature guarantees shall be acceptable unless
provided by a domestic bank or by a brokerage firm which is a
member of the New York, American, Midwest,, Pacific or Boston
Stock Exchange.
3. Redemption Account.
The Transfer Agent shall maintain a redemption account for
the Fund. This account shall be established and operated so
as to satisfy the following criteria:
a. The account shall be established at the Bank for the
benefit of the Fund.
b. All withdrawals from the redemption account shall be for
the exclusive purpose of making payments in accordance with
the Fund's prospectus and Statement of Additional Informa-
tion. Monies paid out will be paid out in accordance with
the description set forth therein and elsewhere in this
contract.
c. All deposits into this account shall be from the
Fund's custody account. No deposits of subscription receipts
shall be made directly in the redemption account.
d. The Transfer Agent will advise the Fund at various
mutually established times during each business day as to the
total demand for valid dividends and full or partial Account
liquidations. The notification of demand for payment shall
only include valid demands for payment which are actually in
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hand, such that the Fund need not fund the redemption account
with an amount in excess of what is actually required to
satisfy current demands for payment. The specific objective
of this procedure is mutually recognized to be the maximum
employment of the Fund's assets through minimization of any
float in the redemption account. The Transfer Agent agrees
to develop with the Fund methods and procedures to accomplish
this objective.
e. Wire redemptions shall be made in Federal Funds.
f. Federal Reserve Draft redemption payments shall only be
made upon specific request.
g. Adopt such reasonable safeguards as may be prescribed by
the Fund's auditors to safeguard redemption assets.
h. Employ all due diligence in servicing redemption requests
as rapidly as possible. Rapid servicing of redemptions are
specifically recognized as a key feature of the Fund.
C. Proxy Agent Services.
The Transfer Agent agrees to act as proxy agent in connection
with the holding of annual or special meetings of
Shareholders, mailing to Shareholders notices, proxies and
proxy statements in connection with the holding of such
meetings, receiving and tabulating votes cast by proxy and
communicating to the Fund the results of such tabulations
accompanied by appropriate certificates, and preparing and
furnishing to the fund certified lists of shareholders as of
such date, and in such form and containing such information
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as may be required by the Fund to comply with any provisions
of law applicable to such meetings.
II. Reports.
The Transfer Agent will establish maintain and provide
to the Fund the following:
A. Daily Journal of Subscription Receipts, Availabil-
ity and Funds Transfers to Custody.
B. Daily Journal of Redemption Payment Demand.
C. Daily Sales and Transaction Journals containing
the day's detail of all transactions.
D. Daily Closed Account Journal.
E. Daily Dividend Proof (Daily & Monthly).
F. Daily Redemption Blotter.
G. Daily Shares Proof (Daily & Monthly).
H. Daily Master Control Proof.
I. Daily Prospectus Mailing Report.
J. Daily Blue Sky Report (frequency as agreed upon).
K. Daily Quality Control Reports.
L. Large Item Report.
M. weekly Status Report.
N. Research and Correspondence Status Report.
0. Monthly Sales by State and Dividends Reinvested.
P. Monthly Shareholders Master File List.
Q. Monthly Record of Out-of-Pocket Costs Incurred.
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III. Other Services.
The Transfer Agent will provide the following additional
services within the basic fee structure:
A. Referral of Inquiries.
Refer all Shareholder or governmental inquiry questions
of a policy or non-routine nature to the Fund.
B. Account Officer at The Transfer Agent.
Assign an account officer who will serve as the primary point
of contact between the Fund, its investment adviser, and the
Transfer Agent in its various capacities. The Transfer Agent
will exercise due care in assigning an individual to this
function who is both conversant with standard investment
company practice and of sufficient stature to deal quickly
and efficiently with problems peculiar to placing a new
investment company on line and which may be peculiar to the
cash management variety of investment company.
C. Security.
1. Provide reasonable security against possible
theft and/or use by others of the names, addresses and
proterpties of the Shareholders and the properties of the
Fund.
2. Periodic duplication of all records (computer/microfilm/
bardcopy/copy) at a frequency and in a detail sufficient
to assure full protection of Shareholder record informa-
tion in the event of a disaster to the Transfer Agent's
facilities.
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D. Other Mailings.
Provide mailing services to all Accounts, including
addressing, enclosing and mailing quarterly reports,
semi-annual reportse annual reports, Prospectuses,
Statements of Additional Infomation, proxy cards, proxy
statements, and notices. Postage will be paid by the
Fund.
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