AMENDED AND RESTATED MUTUAL FUNDS
TRANSFER AGENCY AGREEMENT
AGREEMENT made as of July 31, 1998 by and between Excelsior Institutional
Trust (the "Fund"), a Delaware business trust, and Chase Global Funds Services
Company (the "Transfer Agent"), a Delaware Corporation.
WITNESSETH:
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
WHEREAS, the Fund wishes to retain the Transfer Agent to provide certain
transfer agent services with respect to the Fund, 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 Fund hereby appoints the Transfer Agent to provide
transfer agent services for the Fund, subject to the supervision of the Board of
Trustees of the Fund (the "Board"), for the period and on the terms set forth in
this Agreement. The Transfer Agent accepts such appointment and agrees to
furnish the services set forth herein in return for the compensation as provided
in Schedule A to this Agreement. The Fund will initially consist of the
portfolios, funds and/or classes of shares (each an "Investment Fund";
collectively the "Investment Funds") listed in Schedule B, attached hereto. The
Fund shall notify the Transfer Agent in writing of each additional Investment
Fund established by the Fund. Each new Investment Fund shall be subject to the
provisions of this Agreement, except to the extent that the provisions
(including those relating to the compensation and expenses payable by the Fund
and its Investment Funds) may be modified with respect to each new Investment
Fund in writing by the Fund and the Transfer Agent at the time of the addition
of the new Investment Fund.
2. REPRESENTATIONS AND WARRANTIES.
(a) The Transfer Agent represents and warrants to the Fund that:
(i) the Transfer Agent is a corporation organized and existing and
in good standing under the laws of the State of Delaware;
(ii) the Transfer Agent is duly qualified to carry on its business
in the State of New York;
(iii) the Transfer Agent is empowered under applicable laws and by
its charter
document and By-Laws to enter into and perform this Agreement;
(iv) all requisite corporate proceedings have been taken to
authorize the Transfer Agent to enter into and perform this Agreement;
(v) the Transfer Agent has, and will continue to have, access to
the facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
(vi) no legal or administrative proceedings have been instituted or
threatened which would impair the Transfer Agent's ability to perform its duties
and obligations under this Agreement; and
(vii) the Transfer Agent's entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or
obligation of the Transfer Agent or any law or regulation applicable to the
Transfer Agent;
(b) The Fund represents and warrants to the Transfer Agent that:
(i) the Fund is an open-end diversified management investment
company duly organized as a business trust under the laws of the State of
Delaware;
(ii) the Fund is empowered under applicable laws and by its Charter
Document and By-Laws to enter into and perform this Agreement;
(iii) all requisite proceedings have been taken to authorize the
Fund to enter into and perform this Agreement;
(iv) the Fund is an investment company properly registered under
the 1940 Act;
(v) a registration statement under the Securities act of 1933, as
amended ("1933 Act") and the 1940 Act on Form N-IA has been filed and will be
effective and will remain effective during the term of this Agreement, and all
necessary filings under the laws of the states will have been made and will be
current during the term of this Agreement;
(vi) no legal or administrative proceedings have been instituted or
threatened which would impair the Fund's ability to perform its duties and
obligations under this Agreement; and
(vii) the Fund's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of the Fund or any law or regulation applicable to it.
3. DELIVERY OF DOCUMENTS. The Fund will promptly furnish to the Transfer
Agent such copies, properly certified or authenticated, of contracts, documents
and other related information that the Transfer Agent may request or requires to
properly discharge its duties. Such documents may include but are not limited
to the following:
(a) Resolutions of the Board authorizing the appointment of the Transfer
Agent to provide certain transfer agency services to the Fund and approving this
Agreement;
(b) The Fund's Charter Document;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as amended, on
Form N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act, as
filed with the SEC:
(f) Copies of the Investment Advisory Agreement between the Fund and its
investment adviser (the "Advisory Agreement");
(g) Opinions of counsel and auditors reports;
(h) The Fund's Prospectus(es) and Statement(s) of Additional Information
relating to all Investment Funds and all amendments and supplements thereto
(such Prospectus(es) and Statement(s) of Additional Information and supplements
thereto, as presently in effect and as from time to time hereafter amended and
supplemented, herein called the "Prospectuses"); and
(i) Such other agreements as the Fund may enter into from time to time
including securities lending agreements, futures and commodities account
agreements, brokerage agreements, and options agreements.
4. SERVICES PROVIDED BY THE TRANSFER AGENT.
(a) The Transfer Agent will provide the following services subject to the
control, direction and supervision of the Board and in compliance with the
objectives, policies and limitations set forth in the Fund's Registration
Statement, Charter Document and By-Laws; applicable laws and regulations; and
all resolutions and policies implemented by the Board;
(i) Transfer Agency
A detailed description of the above service is contained in Schedule C to this
Agreement.
(ii) Dividend Disbursing. The Transfer Agent will serve as the
Fund's dividend disbursing agent. The Transfer Agent will prepare and mail
checks, place wire transfers of credit income and capital gain payments to
shareholders. The Fund will advise the Transfer Agent of the declaration of any
dividend or distribution and the record and payable date thereof at least five
(5) days prior to the record date. The Transfer Agent will, on or before the
payment date of any such dividend or distribution, notify the Fund's Custodian
of the estimated amount required
to pay any portion of such dividend or distribution payable in cash, and on or
before the payment date of such distribution, the Fund will instruct its
Custodian to make available to the Transfer Agent sufficient funds for the cash
amount to be paid out. If a shareholder is entitled to receive additional
shares by virtue of any such distribution or dividend, appropriate credits will
be made to each shareholder's account and/or certificates delivered where
requested. A shareholder not electing issuance of certificates will receive a
confirmation from the Transfer Agent indicating the number of shares credited to
his/her account.
(b) The Transfer Agent will also:
(i) provide office facilities with respect to the provision of the
services contemplated herein (which may be in the offices of the Transfer Agent
or a corporate affiliate of the Transfer Agent);
(ii) provide the services of individuals to serve as officers of
the Fund who will be designated by the Transfer Agent and elected by the Board
subject to reasonable Board approval;
(iii) provide or otherwise obtain personnel sufficient, in the
Transfer Agent's sole discretion, for provision of the services contemplated
herein;
(iv) furnish equipment and other materials, which the Transfer
Agent, in its sole discretion, believes are necessary or desirable for provision
of the services contemplated herein; and
(v) keep records relating to the services provided hereunder in
such form and manner as set forth in Schedule C, and as the Transfer Agent may
otherwise deem appropriate or advisable, all in accordance with the 1940 Act.
To the extent required by Section 31 of the 1940 Act and the rules thereunder,
the Transfer Agent agrees that all such records prepared or maintained by the
Transfer Agent relating to the services provided hereunder are the property of
the Fund and will be preserved for the periods prescribed under Rule 31a-2 under
the 1940 Act, maintained at the Fund's expense, and made available in accordance
with such Section and rules. The Transfer Agent further agrees to surrender
promptly to the Fund upon its request and cease to retain in its records and
files those records and documents created and maintained by the Transfer Agent
pursuant to this Agreement.
5. FEES; EXPENSES; EXPENSE REIMBURSEMENT.
(a) As compensation for the services rendered to the Fund pursuant to this
Agreement the Fund shall pay the Transfer Agent monthly fees determined as set
forth in Schedule A to this Agreement. Such fees are to be billed monthly and
shall be due and payable upon receipt of the invoice. Upon any termination of
this Agreement before the end of any month, the fee for the part of the month
before such termination shall be prorated according to the proportion which such
part bears to the full monthly period and shall be payable upon the date of
termination of this Agreement.
(b) For the purpose of determining fees calculated as a function of the
Fund's assets, the value of the Fund's assets and net assets shall be computed
as required by its Prospectuses, generally accepted accounting principles and
resolutions of the Board.
(c) The Transfer Agent will from time to time employ or associate with
such person or persons as may be appropriate to assist the Transfer Agent in the
performance of this Agreement. Such person or persons may be officers and
employees who are employed or designated as officers by both the Transfer Agent
and the Fund. The compensation of such person or persons for such employment
shall be paid by the Transfer Agent and no obligation will be incurred by or on
behalf of the Fund in such respect.
(d) The Transfer Agent will bear all of its own expenses in connection
with the performance of the services under this Agreement except as otherwise
expressly provided herein. The Fund agrees to promptly reimburse the Transfer
Agent for any equipment and supplies specially ordered by or for the Fund
through the Transfer Agent and for any other expenses not contemplated by this
Agreement that the Transfer Agent may incur on the Fund's behalf at the Fund's
request or as consented to by the Fund. Such other expenses to be incurred in
the operation of the Fund and to be borne by the Fund, include, but are not
limited to: taxes; interest; brokerage fees and commissions; salaries and fees
of officers and directors who are not officers, directors, shareholders or
employees of the Service Agent, or the Fund's investment adviser or distributor;
SEC and state Blue Sky registration and qualification fees, levies, fines and
other charges; advisory and administration fees; charges and expenses of
custodians; insurance premiums including fidelity bond premiums; auditing and
legal expenses; costs of maintenance of corporate existence; expenses of
typesetting and printing of prospectuses for regulatory purposes and for
distribution to current shareholders of the Fund (the Fund's distributor to bear
the expense of all other printing, production, and distribution of prospectuses,
statements of additional information, and marketing materials); expenses of
printing and production costs of shareholders' reports and proxy statements and
materials; costs and expenses of Fund stationery and forms; costs and expenses
of special telephone and data lines and devices; costs associated with
corporate, shareholder, and Board meetings; and any extraordinary expenses and
other customary Fund expenses. In addition, the Service Agent may utilize one
or more independent pricing services, approved from time to time by the Board,
to obtain securities prices and to act as backup to the primary pricing
services, in connection with determining the net asset values of the Fund, and
the Fund will reimburse the Service Agent for the Fund's share of the cost of
such services based upon the actual usage, or a pro-rata estimate of the use, of
the services for the benefit of the Fund.
(e) The Fund may request additional services , additional processing, or
special reports. Such requests may be provided by the Transfer Agent at
additional charges. In this event, the Fund shall submit such requests in
writing together with such specifications as may be reasonably required by the
Transfer Agent, and the Transfer Agent shall respond to such requests in the
form of a price quotation. The Fund's written acceptance of the quotation must
be received prior to implementation of such request. Additional services will
be charged at the Transfer Agent's standard rates.
(f) All fees, out-of-pocket expenses, or additional charges of the
Transfer Agent shall be billed on a monthly basis and shall be due and payable
upon receipt of the invoice.
The Transfer Agent will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for such
month. Charges remaining unpaid after thirty (30) days shall bear interest in
finance charges equivalent to, in the aggregate, the Prime Rate (as determined
by U.S. Trust Company of New York) plus two (2) points per year and all costs
and expenses of effecting collection of any such sums, including reasonable
attorney's fees, shall be paid by the Fund to the Transfer Agent.
In the event that the Fund is more than sixty (60) days delinquent in its
payments of monthly xxxxxxxx in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by the Fund),
this Agreement may be terminated upon thirty days' written notice to the Fund by
the Transfer Agent. The Fund must notify the Transfer Agent in writing of any
contested amounts within thirty (30) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are being
investigated.
6. PROPRIETARY AND CONFIDENTIAL INFORMATION. The Transfer Agent agrees
on behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present of potential shareholders, and to not use such records and
information for any purpose other than performance of the Transfer Agent's
responsibilities and duties hereunder. The Transfer Agent may seek a waiver of
such confidentiality provisions by furnishing reasonable prior notice to the
Fund and obtaining approval in writing from the Fund, 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. Waivers
of confidentiality are automatically effective without further action by the
Transfer Agent with respect to Internal Revenue Service levies, subpoenas and
similar actions, or with respect to any request by the Fund.
7. DUTIES, RESPONSIBILITIES, AND LIMITATION OF LIABILITY.
(a) In the performance of its duties hereunder, the Transfer Agent shall
be obligated to exercise due care and diligence, and to act in good faith in
performing the services provided for under this Agreement. In performing its
services hereunder, the Transfer Agent shall be entitled to rely on any oral or
written instructions, notices or other communications from the Fund and its
custodians, officers and directors, investors, agents and other service
providers which the Transfer Agent reasonably believes to be genuine, valid and
authorized. The Transfer Agent shall also be entitled to consult with and rely
on the advice and opinions of outside legal counsel retained by the Fund, as
necessary or appropriate.
(b) The Transfer Agent shall not be liable for any error of judgment or
mistake of law or for any loss or expense suffered by the Fund, in connection
with the matters to which this Agreement relates, except for a loss or expense
solely caused by or resulting from willful misfeasance, bad faith or gross
negligence on the Transfer Agent's part in the performance of its
duties or from reckless disregard by the Transfer Agent of its obligations and
duties under this Agreement. The Transfer Agent's liability under this
Agreement for any cause whatsoever shall be limited to the total amount of fees
paid to the Transfer Agent under this Agreement for the prior year. Any person,
even though also an officer, director, partner, employee or agent of the
Transfer Agent, who may be or become an officer, director, partner, employee, or
agent of the Fund, shall be deemed when rendering services to the Fund or acting
on any business of the Fund (other than services or business in connection with
the Transfer Agent's duties hereunder) to be rendering such services to or
acting solely for the Fund and not as an officer, director, partner, employee or
agent or person under the control or direction of the Transfer Agent even though
paid by the Transfer Agent.
(c) Subject to Paragraph 7(b) above, the Transfer Agent shall not be
responsible for, and the Fund shall indemnify and hold the Transfer Agent
harmless from and against, any and all losses, damages, costs, reasonable
attorneys' fees and expenses, payments, expenses and liabilities arising out of
or attributable to:
(i) all actions of the Transfer Agent or its officers or agents
required to be taken pursuant to this Agreement;
(ii) the reliance on or use by the Transfer Agent or its officers
or agents of information, records, or documents which are received by the
Transfer Agent or its officers or agents and furnished to it or them by or on
behalf of the Fund, and which have been prepared or maintained by the Fund or
any third party on behalf of the Fund;
(iii) the Fund's refusal or failure to comply with the terms of this
Agreement or the Fund's lack of good faith, or its actions, or lack thereof,
involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of the Fund
hereunder;
(v) the taping or other form of recording of telephone
conversations or other forms of electronic communications with investors and
shareholders, or reliance by the Transfer Agent on telephone or other electronic
instructions of any person acting on behalf of a shareholder or shareholder
account for which telephone or other electronic services have been authorized;
(vi) the reliance on or the carrying out by the Transfer Agent or
its officers or agents of any proper instructions reasonably believed to be duly
authorized, or requests of the Fund or recognition by the Transfer Agent of any
share certificates which are reasonably believed to bear the proper signatures
of the officers of the Fund and the proper countersignature of any transfer
agent or registrar of the Fund;
(vii) any delays, inaccuracies, errors in or omissions from data
provided to the Transfer Agent by data and pricing services;
(viii) the offer or sale of shares by the Fund in violation of any
requirement under the
Federal securities laws or regulations or the securities laws or regulations of
any state, or in violation of any stop order or other determination or ruling by
any Federal agency or any state agency with respect to the offer or sale of such
shares in such state resulting from activities, actions, or omissions by the
Fund's distributor or existing or arising out of activities, actions or
omissions by or on behalf of the Fund prior to the effective date of this
Agreement; and
(ix) the compliance by the Fund, its investment adviser, and its
distributor with applicable securities, tax, commodities and other laws, rules
and regulations.
8. TERM. This Agreement shall become effective on the date first herein
above written. This Agreement may be modified or amended from time to time by
mutual agreement between the parties hereto. This Agreement shall continue in
effect unless terminated by either party on forty-five (45) days' prior notice.
Upon termination of this Agreement, the Fund shall pay to the Transfer Agent
such compensation and any reimbursable expenses as may be due under the terms
hereof as of the date of termination or the date that the provision of services
ceases, whichever is later.
9. HIRING OF EMPLOYEES. The Fund and the Transfer Agent agree that they
will not enter into discussions of employment or make offers of employment to
each others' employees without written approval from the other.
10. NOTICES. Any notice required or permitted hereunder shall be in
writing and shall be deemed to have been given when delivered in person or by
certified mail, return receipt requested, to the parties at the following
address (or such other address as a party may specify by notice to the other):
If to the Fund:
Excelsior Institutional Trust
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attn: Assistant Treasurer
Fax: (000) 000-0000
With a copy to:
Drinker Xxxxxx & Xxxxx LLP
0000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attn: W. Xxxxx XxXxxxxx, III
Fax: (000) 000-0000
If to the Transfer Agent:
Chase Global Funds Services Company
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attn: President
Fax: (000) 000-0000
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.
11. ASSIGNABILITY. This Agreement shall not be assigned by any of the
parties hereto without the prior consent in writing of the other party;
provided, however, that the Transfer Agent may in its own discretion and without
limitation or prior consent of the Fund, whenever and on such terms and
conditions as the Transfer Agent deems necessary or appropriate, subcontract,
delegate or assign its rights, duties, obligations and liabilities to
subsidiaries or affiliates of the Transfer Agent; provided, further, that any
such subcontract, agreement or understanding shall not discharge the Transfer
Agent or its affiliates or subsidiaries, as the case may be, from its
obligations hereunder. Similarly, the Transfer Agent or its affiliated
subcontractor, designee, or assignee may at its discretion, without notice to
the Fund, enter into such subcontracts, agreements and understandings, whenever
and on such terms and conditions as the Transfer Agent or they deem necessary or
appropriate to perform services hereunder, with non-affiliated third parties;
provided, that such subcontract, agreement or understanding shall not discharge
the Transfer Agent, or its subcontractor, designee, or assignee, as the case may
be, from the Transfer Agent's obligations hereunder. The Transfer Agent or its
affiliated subcontractor, designee, or assignee shall, however, be discharged
from the Transfer Agent's obligations hereunder, if the Fund or its sponsor,
investment adviser or distributor require the Transfer Agent or its affiliated
subcontractor, designee, or assignee to enter into any subcontractor, agreement
or understanding to perform services hereunder with any non-affiliated third
party; and the Fund shall indemnify and hold harmless the Transfer Agent and its
affiliated subcontractor, designee, or assignee from and against, any and all
losses, damages, costs, reasonable attorneys' fees and expenses, payments,
expenses and liabilities arising out of or attributable to such subcontract,
agreement or understanding.
12. WAIVER. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
13. FORCE MAJEURE. The Transfer Agent shall not be responsible or liable
for any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitation, acts of God, earthquakes, fires, floods,
wars, acts of civil or military authorities, or governmental actions, not shall
say such failure or delay give the Fund the right to terminate this Agreement.
14. USE OF NAME. The Fund and the Transfer Agent agree not to use the
other's name nor the names of such other's affiliates, designees, or assignees
in any prospectus, sales literature, or
other printed material written in a manner not previously, expressly approved in
writing by the other or such other's affiliates, designees, or assignees except
where required by the SEC or any state agency responsible for securities
regulation.
15. AMENDMENTS. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
16. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
17. 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 as of the date first written above.
EXCELSIOR INSTITUTIONAL TRUST
/s/ F.S. Wonham
------------------------
Xxxxxxxxx X. Xxxxxx
President and Treasurer
CHASE GLOBAL FUNDS SERVICES COMPANY
/s/ Xxxxxx X. Xxxxx
------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice Chairmen
AMENDED AND RESTATED MUTUAL FUNDS TRANSFER AGENCY AGREEMENT
EXCELSIOR INSTITUTIONAL TRUST
SCHEDULE A
FEES AND EXPENSES
$ 18,000 per annum/per Fund.
AMENDED AND RESTATED MUTUAL FUNDS TRANSFER AGENCY AGREEMENT
EXCELSIOR INSTITUTIONAL TRUST
SCHEDULE B
LISTING OF INVESTMENT FUNDS SUBJECT TO THIS AGREEMENT
Excelsior Institutional Balanced Fund
Excelsior Institutional Optimum Growth Fund
Excelsior Institutional Value Equity Fund
Excelsior Institutional Income Fund
Excelsior Institutional Equity Fund
Excelsior Institutional Total Return Bond Fund
Excelsior Institutional International Equity Fund
AMENDED AND RESTATED MUTUAL FUNDS TRANSFER AGENCY AGREEMENT
EXCELSIOR INSTITUTIONAL TRUST
SCHEDULE C
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services
the Transfer Agent shall provide to the Fund.
A. SHAREHOLDER RECORDKEEPING. Maintain records showing for each Fund
shareholder the following: (i) name, address and tax identifying number;
(ii) number of shares of each Investment Fund; (iii) historical information
including, but not limited to, dividends paid and date and price of all
transactions including individual purchases and redemptions; and (iv) any
dividend reinvestment order, application, dividend address and
correspondence relating to the current maintenance of the account.
B. SHAREHOLDER ISSUANCE. Record the issuance of shares of each
Investment Fund. Except as specifically agreed in writing between the
Transfer Agent and the Fund, the Transfer Agent shall have no obligation
when countersigning and issuing and/or crediting shares to take cognizance
of any other laws relating to the issue and sale of such shares except
insofar as policies and procedures of the Stock Transfer Association
recognize such laws.
C. PURCHASE ORDERS. Process all orders for the purchase of shares of the
Fund in accordance with the Fund's current registration statement. Upon
receipt of any check or other payment for purchase of shares of the Fund
from an investor, the Transfer Agent will (i) stamp the envelope with the
date of receipt, (ii) forthwith process the same for collection, (iii)
determine the amounts thereof due the Fund, and notify the Fund of such
determination and deposit, such notification to be given on a daily basis
of the total amounts determined and deposited to the Fund's custodian bank
account during such day. The Transfer Agent shall then credit the share
account of the investor with the number of Investment Fund shares to be
purchased made on the date such payment is received by the Transfer Agent,
as set forth in the Fund's current prospectus and shall promptly mail a
confirmation of said purchase to the investor, all subject to any
instructions which the Fund may give to the Transfer Agent with respect to
the timing or manner of acceptance of orders for shares relating to
payments so received by it.
D. REDEMPTION ORDERS. Receive and stamp with the date of receipt all
requests for
redemptions or repurchase of shares held in certificate or non-certificate
form, and process redemptions and repurchase requests as follows: (I) if
such certificate or redemption request complies with the applicable
standards approved by the Fund, the Transfer Agent shall on each business
day notify the Fund of the total number of shares presented and covered by
such requests received by the Transfer Agent on such day; (ii) on or prior
to the seventh calendar day succeeding any such requests received by the
Transfer Agent shall notify the Custodian, subject to instructions from the
Fund, to transfer moneys to such account as designated by the Transfer
Agent for such payment to the redeeming shareholder of the applicable
redemption or repurchase price; (iii) if any such certificate or request
for redemption of repurchase does not comply with applicable standards, the
Transfer Agent shall promptly notify the investor of such fact, together
with the reason therefor, and shall effect such redemption at the Fund's
price next determined after receipt of documents complying with said
standards of, at such other time as the Fund shall so direct.
E. TELEPHONE ORDERS. Process redemptions, exchanges and transfers of
Fund shares upon telephone instructions from qualified shareholders in
accordance with the procedures set forth in the Fund's current prospectus.
The Transfer Agent shall be permitted to redeem, exchange and/or transfer
Fund shares from any account for which such services have been authorized.
F. TRANSFER FOR SHARES. Upon receipt by the Transfer Agent of
documentation in proper form to effect a transfer of shares, including in
the case of shares for which certificates have been issued the share
certificates in proper form for transfer, the Transfer Agent will register
such transfer on the Fund's shareholder record maintained by the Transfer
Agent pursuant to instructions received from the transferor, cancel the
certificates representing such shares, if any, and if so requested,
countersign, register, issue and mail by first class mail new certificates
for the same or a smaller whole number of shares.
G. SHAREHOLDER COMMUNICATIONS AND MEETING. Address and mail all
communications by the Fund to its shareholders promptly following the
delivery by the Fund of the material to be mailed. Prepare shareholder
lists, mail and certify as to the mailing of proxy materials, receive the
tabulated proxy cards, render periodic reports to the Fund on the progress
of such tabulation, and provide the Fund with inspectors of election at any
meeting of shareholders.
H. SHARE CERTIFICATES. If a shareholder of the Fund requests a
certificate representing his shares, the Transfer Agent, will countersign
and mail by first class mail with receipt confirmed, a share certificate to
the investor at his/her address as it appears on the Fund's transfer books.
The Transfer Agent shall supply, at the expense of the Fund, a supply of
blank share certificates. The certificates shall be properly signed,
manually or by facsimile, as authorized by the Fund, and shall bear the
Fund's seal or facsimile; and notwithstanding the death, resignation or
removal of any officers of the Fund authorized to sign certificates, the
Transfer Agent may, until otherwise directed by
the Fund, continue to countersign certificates which bear the manual or
facsimile signature of such officer.
I. RETURNED CHECKS. In the event that any check or other order for the
payment of money is returned unpaid for any reason, the Transfer Agent will
take such steps, including redepositing the check for collection or
returning the check to the investor, as the Transfer Agent may, at its
discretion, deem appropriate and notify the Fund of such action, or as the
Fund may instruct.
J. SHAREHOLDER CORRESPONDENCE. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such other
shareholder correspondence as may from time to time be mutually agreed
upon.
