TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of June 28, 1995, between THE MUNDER
FUNDS TRUST (the "Fund"), a Massachusetts business trust, having
its offices at Xxx Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
and THE SHAREHOLDER SERVICES GROUP, INC. (MA) (the "Transfer
Agent"), a Massachusetts corporation with principal offices at One
Exchange Place, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
W I T N E S S E T H
WHEREAS, the Fund is authorized to issue Shares in separate
series, with each such series representing interests in a separate
portfolio of securities and other assets;
WHEREAS, the Fund initially intends to offer shares in those
Portfolios identified in the attached Exhibit 1, each such
Portfolio, together with all other Portfolios subsequently
established by the Fund shall be subject to this Agreement in
accordance with Section 17;
WHEREAS, the Fund on behalf of the Portfolios, desires to appoint
the Transfer Agent as its transfer agent, dividend disbursing
agent and agent in connection with certain other activities and
the Transfer Agent desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants and
promises hereinafter set forth, the Fund and the Transfer Agent
agree as follows:
1. Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall
have the following meanings:
(a) "Articles of Incorporation" shall mean the
Articles of Incorporation, Declaration of Trust, Partnership
Agreement, or similar organizational document as the case may be,
of the Fund as the same may be amended from time to time.
(b) "Authorized Person" shall be deemed to include any person,
whether or not such person is an officer or employee of the Fund,
duly authorized to give Oral Instructions or Written Instructions
on behalf of the Fund as indicated in a certificate furnished to
the Transfer Agent pursuant to Section 4(c) hereof as may be
received by the Transfer Agent from time to time.
(c) "Board of Directors" shall mean the Board of Directors, Board
of Trustees or, if the Fund is a limited partnership, the General
Partner(s) of the Fund, as the case may be.
(d) "Commission" shall mean the Securities and Exchange
Commission.
(e) "Custodian" refers to any custodian or subcustodian of
securities and other property which the Fund may from time to time
deposit, or cause to be deposited or held under the name or
account of such a custodian pursuant to a Custodian Agreement.
(f) "Fund" shall mean the entity executing this Agreement, and
each Portfolio listed on Exhibit 1 or hereafter created and made
subject to this Agreement in accordance with Section 17.
(g) "1940 Act" shall mean the Investment Company Act of 1940.
(h) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by the Transfer Agent from
a person reasonably believed by the Transfer Agent to be an
Authorized Person.
(i) "Prospectus" shall mean the most recently dated Fund
Prospectuses and Statements of Additional Information, including
any supplements thereto if any, which have become effective under
the Securities Act of 1933 and the 1940 Act.
(j) "Shares" refers collectively to such shares of capital stock,
beneficial interest or limited partnership interests, as the case
may be, of the Fund as may be issued from time to time and, if the
Fund is a closed-end or a series fund, as such terms are used in
the 1940 Act any other classes or series of stock, shares of
beneficial interest or limited partnership interests that may be
issued from time to time.
(k) "Shareholder" shall mean a holder of shares of capital stock,
beneficial interest or any other class or series, and also refers
to partners of limited partnerships.
(l) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by the Transfer Agent to be
an Authorized Person and actually received by the Transfer Agent.
Written Instructions shall include manually executed originals and
authorized electronic transmissions, including telefacsimile of a
manually executed original or other process.
2. Appointment of the Transfer Agent. The Fund hereby appoints
and constitutes the Transfer Agent as transfer agent, registrar
and dividend disbursing agent for Shares of the Fund and as
shareholder servicing agent for the Fund. The Transfer Agent
accepts such appointments and agrees to perform the duties
hereinafter set forth.
3. Compensation.
(a) The Fund will compensate or cause the Transfer
Agent to be compensated for the performance of its obligations
hereunder in accordance with the fees set forth in the written
schedule of fees annexed hereto as Schedule A and incorporated
herein. The Transfer Agent will transmit an invoice to the Fund
as soon as practicable after the end of each calendar month which
will be detailed in accordance with Schedule A, and the Fund will
pay to the Transfer Agent the amount of such invoice within
fifteen (15) days after the Fund's receipt of the invoice.
In addition, the Fund agrees to pay, and will be billed separately
for, out-of-pocket expenses incurred by the Transfer Agent in the
performance of its duties hereunder. Out-of-pocket expenses shall
include, but shall not be limited to, the items specified in the
written schedule of out-of-pocket charges annexed hereto as
Schedule B and incorporated herein. Schedule B may be modified by
the Transfer Agent upon mutual consent of the parties hereto.
Unspecified out-of-pocket expenses shall be limited to those
out-of-pocket expenses reasonably incurred by the Transfer Agent
in the performance of its obligations hereunder. Reimbursement by
the Fund for expenses incurred by the Transfer Agent in any month
shall be made as soon as practicable but no later than 15 days
after the receipt of an itemized xxxx from the Transfer Agent.
(b) Any compensation agreed to hereunder may be adjusted from
time to time by attaching to Schedule A, a revised fee schedule
executed and dated by the parties hereto.
4. Documents. In connection with the appointment of the Transfer
Agent the Fund shall deliver or caused to be delivered to the
Transfer Agent the following documents on or before the date this
Agreement goes into effect, but in any case within a reasonable
period of time for the Transfer Agent to prepare to perform its
duties hereunder:
(a) If applicable, specimens of the certificates for
Shares of the Fund;
(b) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by
the Fund;
(c) A signature card bearing the signatures of any officer of the
Fund or other Authorized Person who will sign Written Instructions
or is authorized to give Oral Instructions;
(d) A certified copy of the Articles of Incorporation, as
amended;
(e) A certified copy of the By-laws of the Fund, as amended;
(f) A copy of the resolution of the Board of Directors
authorizing the execution and delivery of this Agreement;
(g) A certified list of Shareholders of the Fund with the name,
address and taxpayer identification number of each Shareholder,
and the number of Shares of the Fund held by each, certificate
numbers and denominations (if any certificates have been issued),
lists of any accounts against which stop transfer orders have been
placed, together with the reasons therefor, and the number of
Shares redeemed by the Fund; and
(h) An opinion of counsel for the Fund with respect to the
validity of the Shares and the status of such Shares under the
Securities Act of 1933, as amended.
5. Further Documentation. The Fund will also furnish the
Transfer Agent with copies of the following documents promptly
after the same shall become available:
(a) each resolution of the Board of Directors authorizing the
issuance of Shares;
(b) any registration statements filed on behalf of the Fund and
all pre-effective and post-effective amendments thereto filed with
the Commission;
(c) a certified copy of each amendment to the Articles of
Incorporation or the By-laws of the Fund;
(d) certified copies of each resolution of the Board of Directors
or other authorization designating Authorized Persons; and
(e) such other certificates, documents or opinions as the
Transfer Agent may reasonably request in connection with the
performance of its duties hereunder.
6. Representations of the Fund. The Fund represents to the
Transfer Agent that all outstanding Shares are validly issued,
fully paid and non-assessable. When Shares are hereafter issued
in accordance with the terms of the Fund's Articles of
Incorporation and its Prospectus, such Shares shall be validly
issued, fully paid and non-assessable.
7. Distributions Payable in Shares. In the event that the
Board of Directors of the Fund shall declare a distribution
payable in Shares, the Fund shall deliver or cause to be delivered
to the Transfer Agent written notice of such declaration signed on
behalf of the Fund by an officer thereof, upon which the Transfer
Agent shall be entitled to rely for all purposes, certifying (i)
the identity of the Shares involved, (ii) the number of Shares
involved, and (iii) that all appropriate action has been taken.
8. Duties of the Transfer Agent. The Transfer Agent shall
be responsible for administering and/or performing those functions
typically performed by a transfer agent; for acting as service
agent in connection with dividend and distribution functions; and
for performing shareholder account and administrative agent
functions in connection with the issuance, transfer and redemption
or repurchase (including coordination with the Custodian) of
Shares in accordance with the terms of the Prospectus, applicable
law and this Agreement including without limitation, those duties
specified in Schedule C attached hereto. In addition, the Fund
shall deliver to the Transfer Agent all notices issued by the Fund
with respect to the Shares in accordance with and pursuant to the
Articles of Incorporation or By-laws of the Fund or as required by
law and shall perform such other specific duties as are set forth
in the Articles of Incorporation including the giving of notice of
any special or annual meetings of shareholders and any other
notices required thereby.
9. Record Keeping and Other Information. The Transfer
Agent shall create and maintain all records required of it
pursuant to its duties hereunder and as set forth in Schedule C in
accordance with all applicable laws, rules and regulations,
including records required by Section 31(a) of the 1940 Act. All
such records shall be the property of the Fund and shall be
available during regular business hours for inspection, copying
and use by the Fund. Where applicable, such records shall be
maintained by the Transfer Agent for the periods and in the places
required by Rule 31a-2 under the 1940 Act. Upon termination of
this Agreement, the Transfer Agent shall deliver all such records
to the Company or such person as the Company may designate.
Upon reasonable notice by the Fund, the Transfer Agent shall make
available during regular business hours such of its facilities and
premises employed in connection with the performance of its duties
under this Agreement for reasonable visitation by the Fund, or any
person retained by the Fund as may be necessary for the Fund to
evaluate the quality of the services performed by the Transfer
Agent pursuant hereto.
10. Other Duties. In addition to the duties set forth in
Schedule C, the Transfer Agent shall perform such other duties and
functions, and shall be paid such amounts therefor, as may from
time to time be agreed upon in writing between the Fund and the
Transfer Agent. The compensation for such other duties and
functions shall be reflected in a written amendment to Schedule A
or B and the duties and functions shall be reflected in an
amendment to Schedule C, both dated and signed by authorized
persons of the parties hereto.
11. Reliance by Transfer Agent; Instructions
(a) Provided the standard of care in Section 13 has been met, the
Transfer Agent will have no liability when acting upon Written or
Oral Instructions believed to have been executed or orally
communicated by an Authorized Person and will not be held to have
any notice of any change of authority of any person until receipt
of a Written Instruction thereof from the Fund pursuant to Section
4(c). Provided the standard of care in Section 13 has been met,
The Transfer Agent will also have no liability when processing
Share certificates which it reasonably believes to bear the proper
manual or facsimile signatures of the officers of the Fund and the
proper countersignature of the Transfer Agent.
(b) At any time, the Transfer Agent may apply to any Authorized
Person of the Fund for Written Instructions and may seek advice
from legal counsel for the Fund, or its own legal counsel, with
respect to any matter arising in connection with this Agreement,
and provided the standard of care in Section 13 has been met, it
shall not be liable for any action taken or not taken or suffered
by it in good faith in accordance with such Written Instructions
or in accordance with the opinion of counsel for the Fund or for
the Transfer Agent. Written Instructions requested by the
Transfer Agent will be provided by the Fund within a reasonable
period of time. In addition, the Transfer Agent, its officers,
agents or employees, shall accept Oral Instructions or Written
Instructions given to them by any person representing or acting on
behalf of the Fund only if said representative is an Authorized
Person. The Fund agrees that all Oral Instructions shall be
followed within one business day by confirming Written
Instructions, and that the Fund's failure to so confirm shall not
impair in any respect the Transfer Agent's right to rely on Oral
Instructions. The Transfer Agent shall have no duty or obligation
to inquire into, nor shall the Transfer Agent be responsible for,
the legality of any act done by it upon the request or direction
of a person reasonably believed by the Transfer Agent to be an
Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation
to inquire into, and shall not be liable for: (i) the legality of
the issuance or sale of any Shares or the sufficiency of the
amount to be received therefor; (ii) the legality of the
redemption of any Shares, or the propriety of the amount to be
paid therefor; (iii) the legality of the declaration of any
dividend by the Board of Directors, or the legality of the
issuance of any Shares in payment of any dividend; or (iv) the
legality of any recapitalization or readjustment of the Shares.
12. Acts of God, etc. The Transfer Agent will not be liable or
responsible for delays or errors by acts of God or by reason of
circumstances beyond its control, including acts of civil or
military authority, national emergencies, labor difficulties,
mechanical breakdown, insurrection, war, riots, or failure or
unavailability of transportation, communication or power supply,
fire, flood or other catastrophe.
In the event of equipment failures beyond the Transfer Agent's
control, the Transfer Agent shall, at no additional expense to the
Fund, 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 electronic data processing equipment to the
extent appropriate equipment is available.
13. Duty of Care and Indemnification. The Transfer Agent
shall be obligated to exercise care and diligence and to act in
good faith and to use its best efforts within commercially
reasonable limits to insure the accuracy and completeness of all
services performed under this Agreement. The Fund will indemnify
the Transfer Agent against and hold it harmless from any and all
losses, claims, damages, liabilities or expenses of any sort or
kind (including reasonable counsel fees and expenses) resulting
from any claim, demand, action or suit or other proceeding (a
"Claim") 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 Fund; (ii) upon Oral or Written Instructions; (iii) in
reliance on any records or documents received from the Fund or any
Agent of the Fund, including the prior transfer agent; (iv) under
the terms of this Agreement; and (v) the offer or sale of Shares
in violation of any requirement under Federal or State Securities
Laws, provided that neither the Transfer Agent nor any of its
nominees or sub-contractors shall be indemnified against any
liability to the Fund 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 any case in which the Fund may be asked to indemnify or hold
the Transfer Agent harmless, the Fund shall be advised of all
pertinent facts concerning the situation in question. The
Transfer Agent will notify the Fund promptly after identifying any
situation which it believes presents or appears likely to present
a claim for indemnification against the Fund although the failure
to do so shall not prevent recovery by the Transfer Agent except
and to the extent the Fund has been prejudiced thereby. The Fund
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 Fund so elects, such defense shall be conducted
by counsel chosen by the Fund and reasonably satisfactory to the
Transfer Agent, and thereupon the Fund shall take over complete
defense of the Claim and the Transfer Agent shall sustain no
further legal or other expenses in respect of such Claim. The
Transfer Agent will not confess any Claim or make any compromise
in any case in which the Fund will be asked to provide
indemnification, except with the Fund's prior written consent.
The obligations of the parties hereto under this Section shall
survive the termination of this Agreement.
14. Consequential Damages. In no event and under no
circumstances shall either party under this Agreement be liable to
the other party for consequential or indirect loss of profits,
reputation or business or any other special damages under any
provision of this Agreement or for any act or failure to act
hereunder.
15. Term and Termination.
(a) This Agreement shall be effective as of the dates first
written above with respect to the Fund's respective series and
shall continue until June 15, 1996 except as provided in
subparagraph (b) of this Section and except that the Fund may
terminate this Agreement if the Transfer Agent breaches its duty
of care set forth in Section 13 and such breach is not cured
within ninety (90) days after written notice of the breach has
been received by the Transfer Agent from the Fund. After June
15,1996, this Agreement shall continue indefinitely until
terminated by either party, with or without cause, upon written
notice to the other party given at least ninety (90) days prior to
such date, except that the Agreement may be terminated at any time
as provided in subparagraph (b) of this Section.
(b) 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 Fund in the event of
any material change in its status as a registered Transfer Agent.
Should the Transfer Agent fail to be registered with the
appropriate Federal agency as a Transfer Agent at any time during
this Agreement, the Fund may, on written notice to the Transfer
Agent, immediately terminate this Agreement.
(c) Upon termination of this Agreement and (unless this Agreement
is terminated pursuant to subparagraph (b) of this Section 15, or
unless the Transfer Agent has breached the standard of care in
Section 13 and such breach is uncured on the date notice of
termination is given) at the expense of the Fund, the Transfer
Agent will deliver to such successor a certified list of
shareholders of the Fund (with names and addresses), and all other
relevant books, records, correspondence and other Fund records or
data in the possession of the Transfer Agent, and the Transfer
Agent will cooperate with the Fund and any successor transfer
agent or agents in the substitution process.
16. Confidentiality. Both parties hereto agree that any non
public information obtained hereunder concerning the other party
is confidential and may not be disclosed to any other person
without the consent of the other party, except as may be required
by applicable law or at the request of the Commission or other
governmental agency. The Transfer Agent agrees that it shall not
use any non-public information for any purpose other than
performance of its duties or obligations hereunder. The
obligations of the parties under this Section shall survive the
termination of this Agreement. The parties further agree that a
breach of this Section would irreparably damage the other party
and accordingly agree that each of them is entitled, without bond
or other security, to an injunction or injunctions to prevent
breaches of this provision. Without limiting the foregoing, the
Transfer Agent agrees on behalf of itself and its nominees, sub-
contractors and employees to treat confidentially all records and
other information relative to the Fund and its prior, present or
potential Shareholders.
17. Additional Portfolios. In the event that the Fund
establishes one or more Portfolios in addition to those identified
in Exhibit 1, with respect to which the Fund desires to have the
Transfer Agent render services as transfer agent under the terms
hereof, the Fund shall so notify the Transfer Agent in writing,
and if the Transfer Agent agrees in writing to provide such
services, Exhibit 1 shall be amended to include such additional
Portfolios.
18. Amendment. This Agreement may only be amended or modified by
a written instrument executed by both parties.
19. Subcontracting. On thirty (30) days prior written notice to
the Fund, the Transfer Agent may assign its rights and delegate
its duties hereunder to any wholly-owned direct or indirect
subsidiary of First Data Corporation provided that (i) the
delegate agrees with the Transfer Agent to comply with all
relevant provisions of the 1940 Act; (ii) the Transfer Agent and
such delegate shall promptly provide such information as the Fund
may request, and respond to such question as the Company may ask,
relative to the delegation, including (without limitation) the
capabilities of the delegate; (iii) the delegation of such duties
shall not relieve the Transfer Agent of any of its duties
hereunder;
20. Miscellaneous.
(a) Notices. Any notice or other instrument authorized or
required by this Agreement to be given in writing to the Fund or
the Transfer Agent, shall be sufficiently given if addressed to
that party and received by it at its office set forth below or at
such other place as it may from time to time designate in writing.
To the Fund:
Xxx X. Xxxxxx
President, The Munder Funds
000 Xxxxxx Xxxxxx - Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
To the Transfer Agent:
The Shareholder Services Group, Inc.
Xxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to: TSSG General Counsel (same address)
(b) Successors. This Agreement shall extend to and
shall be binding upon the parties hereto, and their respective
successors
(c) Governing Law. This Agreement shall be governed exclusively
by the laws of the Commonwealth of Massachusetts without reference
to the choice of law provisions thereof.
(d) Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original;
but such counterparts shall, together, constitute only one
instrument.
(e) Captions. The captions of 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.
(f) Use of Transfer Agent's Name. The Fund shall not
use the name of the Transfer Agent in any Prospectus, Statement of
Additional Information, shareholders' report, sales literature or
other material relating to the Fund in a manner not approved prior
thereto in writing; provided, that the Transfer Agent need only
receive notice of all reasonable uses of its name which merely
refer in accurate terms to its appointment and services hereunder
or which are required by any government agency or applicable law
or rule.
(g) Use of Fund's Name. The Transfer Agent shall not
use the name of the Fund or material relating to the Fund on any
documents or forms for other than internal use in a manner not
approved prior thereto in writing; provided, that the Fund need
only receive notice of all reasonable uses of its name which
merely refer in accurate terms to the appointment of the Transfer
Agent or which are required by any government agency or applicable
law or rule.
(h) Independent Contractors. The parties agree that they are
independent contractors and not partners or co-venturers.
(i) The names "Munder Funds Trust" and "Trustees of the Munder
Funds Trust" refer respectively to the trust created and the
Trustees, as trustees but not individually or personally, acting
from time to time under a Declaration of Trust dated August 31,
1989 (as amended) which is hereby referred to and a copy of which
is on file at the office of the State Secretary of the
Commonwealth of Massachusetts and at the principal office of the
Fund. The obligations of the "Munder Funds Trust" entered into in
the name or on behalf thereof by any of the Trustees, officers,
representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees,
Shareholders, officers, representatives or agents of the Fund
personally, but bind only the Trust Property (as defined in the
Declaration of Trust), and all persons dealing with any class of
shares of the Fund must look solely to the Trust Property
belonging to such class for the enforcement of any claims against
the Fund.
(j) Entire Agreement; Severability. This Agreement and the
Schedules attached hereto constitute the entire agreement of the
parties hereto relating to the matters covered hereby and
supersede any previous agreements. If any provision is held to be
illegal, unenforceable or invalid for any reason, the remaining
provisions shall not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their duly authorized officers, as of the day
and year first above written.
THE MUNDER FUNDS TRUST
By: /s/ Illegible
Illegible
Title: VP & CFO
THE SHAREHOLDER SERVICES GROUP, INC.:
By: /s/ Illegible
Illegible
Title: Executive VP
Exhibit 1
LIST OF PORTFOLIOS
dated June 28, 1995
Munder Accelerating Growth Fund
Munder Balanced Fund
Munder Bond Fund
Munder Cash Investment Fund
Munder Growth & Income Fund
Munder Index 500 Fund
Munder Intermediate Bond Fund
Munder International Equity Fund
Munder Michigan Triple Tax-Free Bond Fund
Munder Small Company Growth Fund
Munder Tax-Free Bond Fund
Munder Tax-Free Intermediate Bond Fund
Munder Tax-Free Money Market Fund
Munder U.S. Government Income Fund
Munder U.S. Treasury Money Market Fund
Schedule A
TRANSFER AGENT FEES
The Munder Funds Trust
1) Asset Based Charge: Based on the total net assets of the
companies (as defined below*)
First $2.8 billion of net assets @ 2.0 basis points
Next $2.2 billion of aggregate net assets @ 1.5 basis points
Over $5 billion of aggregate net assets @ 1.0 basis points
Other Fees: XXX accounts will be charged $10.00 per annum
NSCC Transaction Charge is $.15 per financial transaction
2) System Development: Client defined system enhancements
will be agreed upon by Transfer Agent and Munder Capital and
billed at a rate of $100.00 per hour
* Companies shall include the Munder Fund Trust, the Munder Funds,
Inc. (and any other investment companies advised by Munder Capital
Management).
Fees will be re-evaluated at first anniversary date.
Schedule B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for
applicable out-of-pocket expenses, including, but not limited to
the following items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including certificates, envelopes, checks
and stationery
- Postage (bulk, pre-sort, ZIP+4, barcoding, first class)
direct pass through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs, including all lease,
maintenance and line costs
- Ad hoc reports
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and other equipment
specifically required by the Fund
- Duplicating services
- Courier services
- Incoming and outgoing wire charges
- Overtime, as approved by the Fund
- Temporary staff, as approved by the Fund
- Travel and entertainment, as approved by the Fund
- Federal Reserve charges for check clearance
- Record retention, retrieval and destruction costs
- Third party audit reviews
- Customized systems development after the conversion at the
rate of $100.00 per hour
- Insurance
- Such other miscellaneous expenses reasonably incurred by the
Transfer Agent in performing its duties and responsibilities under
this Agreement as approved by the Fund
The Fund agrees that postage and mailing expenses will be paid on
the day of or prior to mailing as agreed with the Transfer Agent.
In addition, the Fund will promptly reimburse the Transfer Agent
for any other unscheduled expenses incurred by the Transfer Agent
whenever the Fund and the Transfer Agent mutually agree that such
expenses are not otherwise properly borne by the Transfer Agent as
part of its duties and obligations under the Agreement.
Schedule C
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent or its
agent shall maintain a record of the number of Shares held by each
holder of record which shall include name, address, taxpayer
identification and which shall indicate whether such Shares are
held in certificates or uncertificated form, and if in
certificated form shall include certificate numbers and
denominations; 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; any stop or restraining order placed against
Shareholder's account; any correspondence relating to the current
maintenance of a Shareholder's account; information with respect
to withholdings; and, any information required in order for the
Transfer Agent to perform any calculations contemplated or
required by its Agreement with the Fund. The Transfer Agent
shall keep a record of all redemption checks and dividend checks
returned by postal authorities, and shall maintain such records as
are required for the Fund to comply with the escheat laws of any
State or other authority; shall keep a record of all redemption
checks and dividend checks returned by the postal authorities for
the period of time they are the Transfer Agent of record and for
any records provided by and receipt acknowledged by both parties
from any prior Transfer Agent by means of a records certification
letter; otherwise the Transfer Agent is not responsible for the
said records. The Transfer Agent shall maintain such records as
are required for The Fund to comply with the escheat laws of any
state or other authority for the period they are Transfer Agent.
The Fund will be responsible for notifying and instructing the
Transfer Agent to commence the escheatment process on their
behalf, for any or all states.
2. Shareholder Services. The Transfer Agent or its agent will
investigate all inquiries from Shareholders of the Fund relating
to Shareholder accounts and will respond to all communications
from Shareholders 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 Fund.
3. Share Certificates.
(a) At the expense of the Fund, it shall supply the
Transfer Agent or its agent with an adequate supply of blank share
certificates to meet the Transfer Agent or its agent's
requirements therefor. Such Share certificates shall be properly
signed by facsimile. The Fund agrees that, notwithstanding the
death, resignation, or removal of any officer of the Fund whose
signature appears on such certificates, the Transfer Agent or its
agent may continue to countersign certificates which bear such
signatures until otherwise directed by Written Instructions.
(b) The Transfer Agent or its agent shall issue replacement Share
certificates in lieu of certificates which have been lost, stolen
or destroyed, upon receipt by the Transfer Agent or its agent of
properly executed affidavits and lost certificate bonds, in form
satisfactory to the Transfer Agent or its agent, with the Fund and
the Transfer Agent or its agent as obligees under the bond.
(c) The Transfer Agent or its agent shall also maintain a record
of each certificate issued and/or cancelled the number of Shares
represented thereby and the holder of record. With respect to
Shares held in open accounts or uncertificated form, i.e., no
certificate being issued with respect thereto, the Transfer Agent
or its agent shall maintain comparable records of the record
holders thereof, including their names, addresses and taxpayer
identification. The Transfer Agent or its agent shall further
maintain a stop transfer record on lost and/or replaced
certificates.
4. Mailing Communications to Shareholders; Proxy Materials. The
Transfer Agent or its agent will address and mail to Shareholders
of the Fund, all communicators by the Fund to such Shareholders,
including without limitation, confirmations of purchases and sales
of Company shares, monthly statements, all reports to
Shareholders, dividend and distribution notices and proxy material
for the Fund's meetings of Shareholders. In connection with
meetings of Shareholders, the Transfer Agent or its Agent will
prepare Shareholder lists, mail and certify as to the mailing of
proxy materials, process and tabulate returned proxy cards, report
on proxies voted prior to meetings, act as inspector of election
at meetings and certify Shares voted at meetings.
5. Sales of Shares.
(a) Issuance of Shares. Upon receipt of a purchase order from
or on behalf of an investor for the purchase of Shares and
sufficient information to enable the Transfer Agent to establish a
Shareholder account (if it is a new account) and to determine
which class of Shares the investor wishes to purchase, and after
confirmation of receipt of payment in the form described in the
Prospectus for the class of Shares involved, 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
relating to such Shares and shall prepare and mail the appropriate
confirmation in accordance with legal requirements.
(b) Suspension of Sale of Shares. The Transfer Agent or its
agent shall not be required to issue any Shares of the Fund where
it has received a Written Instruction from the Fund or official
notice from any appropriate authority that the sale of the Shares
of the Fund has been suspended or discontinued. The existence of
such Written Instructions or such official notice shall be
conclusive evidence of the right of the Transfer Agent or its
agent to rely on such Written Instructions or official notice.
(c) 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 or its agent will: (i) give prompt notice of such
return to the Fund or its designee; (ii) place a stop transfer
order against all Shares issued as a result of such check or
order; and (iii) take such actions as the Transfer Agent may from
time to time deem appropriate.
6. Transfer and Redemption.
(a) Requirements for Transfer or Redemption of Shares. The
Transfer Agent or its agent shall process all requests to transfer
or repurchase Shares in accordance with the transfer or redemption
procedures set forth in the Fund's Prospectus.
The Transfer Agent or its agent will transfer or redeem Shares
upon receipt of Oral or Written Instructions or otherwise pursuant
to the Prospectus and Share certificates, if any, properly
endorsed for transfer or redemption, accompanied by such documents
as the Transfer Agent or its agent reasonably may deem necessary.
The Transfer Agent or its agent reserves the right to refuse to
transfer or redeem Shares until it is satisfied that the
endorsement on the instructions is valid and genuine. The
Transfer Agent or its agent also reserves the right to refuse to
transfer or redeem Shares until it is satisfied that the requested
transfer or redemption is legally authorized, and it shall incur
no liability for the refusal, in good faith, to make transfers or
redemptions which the Transfer Agent or its agent, in its good
judgment, deems improper or unauthorized, or until it is
reasonably satisfied that there is no basis to any claims adverse
to such transfer or redemption.
(b) Notice to Custodian and Fund. When Shares are redeemed, the
Transfer Agent shall, upon receipt of the instructions and
documents in proper form, deliver to the Fund's Custodian and to
the Fund or its designee a notification setting forth the number
of Shares to be redeemed. Such redeemed Shares shall be
reflected on appropriate accounts maintained by the Transfer Agent
reflecting outstanding Shares of the Fund involved and Shares
attributed to individual accounts.
(c) Payment of Redemption Proceeds. The Transfer Agent shall,
upon receipt of the moneys paid to it by the Custodian for the
redemption of Shares, pay such moneys as are received from the
Custodian, all in accordance with the procedures described in the
Written Instruction received by the Transfer Agent from the Fund.
It is understood that the Transfer Agent may arrange for the
direct payment of redemption proceeds to Shareholders by the
Fund's Custodian in accordance with such procedures and controls
as are mutually agreed upon from time to time by the Fund, the
Transfer Agent and the Fund's Custodian.
The Transfer Agent shall not process or effect any redemption with
respect to Shares of the Fund after receipt by the Transfer Agent
of notification of the suspension of the determination of the net
asset value of the Fund, provided the Transfer Agent has had a
reasonable time to act on such notification.
7. Dividends.
(a) Notice to Agent and Custodian. Upon the declaration of each
dividend and each capital gains distribution by the Board of
Directors of the Fund with respect to Shares of the Fund, the Fund
shall furnish or cause to be furnished to the Transfer Agent or
its agent a copy of a resolution of the Fund's Board of Directors
certified by the Secretary of the Fund setting forth the date of
the declaration of such dividend or distribution, the ex-dividend
date, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount
payable per Share to the shareholders of record as of that date,
the total amount payable to the Transfer Agent or its agent on the
payment date and whether such dividend or distribution is to be
paid in Shares of such class at net asset value.
On or before the payment date specified in such resolution of the
Board of Directors, the Custodian of the Fund will pay to the
Transfer Agent sufficient cash to make payment to the shareholders
of record as of such payment date.
After deducting any amount required to be withheld by any
applicable tax laws, rules and/or regulations and/or other
applicable laws, the Transfer Agent shall in accordance with the
instructions in proper form from a Shareholder and the provisions
of the applicable dividend resolutions and Prospectus issue and
credit the Account of the Shareholder with Shares, or, if the
Shareholder so elects, pay such dividends or distributions in
cash.
In lieu of receiving from the Fund'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 Fund's Custodian, in
accordance with such procedures and controls as are mutually
agreed upon from time to time by and among the Fund, the Transfer
Agent and the Fund's Custodian.
The Transfer Agent shall prepare, file with the Internal Revenue
Services and other appropriate taxing authorities, and address and
mail to Shareholders such returns, forms and information relating
to dividends and distributions paid by the Fund as are required to
be so prepared, filed and mailed by applicable laws, rules and/or
resolutions. On behalf of the Fund, the 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 Fund, all as required by applicable
Federal tax laws and regulations.
(b) Insufficient Funds for Payments. If the Transfer Agent or
its agent does not receive sufficient cash from the Custodian to
make total dividend and/or distribution payments to all
shareholders of the Fund as of the record date, the Transfer Agent
or its agent will, upon notifying the Fund, withhold payment to
all Shareholders of record as of the record date until sufficient
cash is provided to the Transfer Agent or its agent.
8. Cooperation with Accountants. The Transfer Agent shall
cooperate with the Fund's independent public accountants and shall
take all reasonable action in the performance of its obligations
under its agreement with the Fund to assure that the necessary
information is made available to such accountants for the
expression of their opinions as such as may be required by the
Fund from time to time.
9. Other Services. In accordance with the Prospectus and such
procedures and controls as are mutually agreed upon from time to
time by and among the Fund, the Transfer Agent and the Fund's
Custodian, the Transfer Agent shall (a) arrange for issuance of
Shares obtained through (i) transfers of funds from Shareholders's
accounts at financial institutions, (ii) a pre-authorized check
plan, if any and (iii) a right of accumulation, if any; (b)
arrange for the exchange of Shares for shares of such other funds
designated by the Fund from time to time; and (c) arrange for
systematic withdrawals from the account of a Shareholder
participating in a systematic withdrawal plan, if any.
Exhibit 1 to Schedule C
SUMMARY OF SERVICES
The services to be performed by the Transfer Agent or its agent
shall include the following:
A. DAILY RECORDS
Maintain daily the following information with respect to each
Shareholder account as received:
o Name and Address (Zip Code)
o Class of Shares
o Taxpayer Identification Number
o Balance of Shares held by Agent
o Beneficial owner code: i.e., male, female, joint tenant,
etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
B. OTHER DAILY ACTIVITY
o Answer written inquiries relating to Shareholder accounts
(matters relating to portfolio management, distribution of Shares
and other management policy questions will be referred to the
Fund).
o Process additional payments into established Shareholder
accounts in accordance with Written Instruction.
o Upon receipt of proper instructions and all required
documentation, process requests for repurchase of Shares.
o Identify redemption requests made with respect to accounts
in which Shares have been purchased within an agreed-upon period
of time for determining whether good funds have been collected
with respect to such purchase and process as agreed by the
Transfer Agent in accordance with Written Instructions set forth
by the Fund.
o Examine and process all transfers of Shares, ensuring that
all transfer requirements and legal documents have been supplied.
o Issue and mail replacement checks.
o Open new accounts and maintain records of exchanges between
accounts.
o Furnish daily requests of transactions in Shares.
o Calculate sales load or compensation payment (front-end and
deferred) and provide such information to the Fund, if any.
o Calculate dealer commissions for the Fund, if any.
o Provide toll-free lines for direct Shareholder use, plus
customer liaison staff with on-line inquiry capacity.
o Mail duplicate confirmations to dealers of their client's
activity, whether executed through the dealer or directly with the
Transfer Agent, if any.
o Identify to each series or class of Shares property
belonging to such series or class, and in such reports,
confirmations and notices to the Fund called for under this
Agreement identify the series or class to which such report,
confirmation or notice pertains.
C. DIVIDEND ACTIVITY
o Calculate and process Share dividends and distributions as
instructed by the Fund.
o Compute, prepare and mail all necessary reports to
Shareholders or various authorities as requested by the Fund.
Report to the Fund reinvestment plan share purchases and
determination of the reinvestment price.
D. MEETINGS OF SHAREHOLDERS
o Cause to be mailed proxy and related material for all
meetings of Shareholders. Tabulate returned proxies (proxies must
be adaptable to mechanical equipment of the Transfer Agent or its
agents) and supply daily reports when sufficient proxies have been
received.
o Prepare and submit to the Fund an Affidavit of Mailing.
o At the time of the meeting, furnish a certified list of
Shareholders, hard copy, microfilm or microfiche and, if requested
by the Fund, Inspection of Election.
E. PERIODIC ACTIVITIES
o Cause to be mailed reports, Prospectuses, and any other
enclosures requested by the Fund (material must be adaptable to
mechanical equipment of Transfer Agent or its agents).
o Receive all notices issued by the Fund with respect to the
Shares in accordance with and pursuant to the Articles of
Incorporation and By-Laws and perform such other specific duties
as are set forth in the Articles of Incorporation and By-Laws
including a giving of notice of a special meeting and notice of
redemption in the circumstances and otherwise in accordance with
all relevant provisions of the Articles of Incorporation and By-
Laws.
o Furnish monthly reports of transactions in shares by type
(custodial, trust, Xxxxx, XXX, other) including numbers of
accounts.
o Furnish state-by-state registration and sales reports to the
Administrator.
o 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 Fund and
the Transfer Agent, if any.
o Provide Shareholder lists and statistical information
concerning accounts to the Fund.
o 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 Fund or the
Custodian.
13
g\shared\bankgrp\munder\agreemen\ta.doc
21
g:\shared\bankgrp\munder\agreemen\ta.doc
