EX99.23h6
TRANSFER AGENCY AGREEMENT
This Agreement made as of the 1st day of January, 1996
between Scout Regional Fund, Inc., a Maryland corporation (the
"Fund"), and Xxxxx & Xxxxxx, Inc., a Missouri corporation (the
"Transfer Agent").
WITNESSETH
That in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases shall have the following meanings:
1. "Approved Institution" shall mean an entity so named in
a Certificate, as hereinafter defined. From time to time, the
Fund may amend a previously delivered Certificate by delivering
to the Transfer Agent a Certificate naming an additional entity
or deleting any entity named in a previously delivered
Certificate.
2. The "Board of Directors" shall mean the Board of
Directors of the Fund.
3. "Certificate" shall mean any notice, instruction or
other instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent by the Fund which is
signed by any Officer, as hereinafter defined, and actually
received by the Transfer Agent.
4. "Custodian" shall mean the financial institution
appointed as custodian under the terms and conditions of the
Custody Agreement between the financial institution and the Fund,
or its successor(s).
5. "Fund Business Day" shall be determined as set out in
the Fund's prospectuses as shall be effective from time to time.
6. "Officer" shall be deemed to be the Fund's President,
any Vice President, Secretary, Treasurer, Controller, any
Assistant Controller, any Assistant Treasurer and any Assistant
Secretary, and any other person duly authorized by the Board of
Directors of the Fund to execute any Certificate, instruction,
notice or other instrument on behalf of the Fund, and any person
reasonably believed by the Transfer Agent to be such a person.
7. "Out-of-Pocket Expenses" means amounts reasonably
necessary and actually incurred by Transfer Agent in the
provision of Transfer Agent services or pursuant to this
Agreement for the following purposes: postage (and first class
mail insurance in connection with mailing Share certificates),
envelopes, check forms, continuous forms, forms for reports and
statements, stationery and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers or
shareholders, microfilm used to record transactions in
shareholder accounts and computer tapes used for permanent
storage of records and cost of insertion of materials in mailing
envelopes by outside firms. Any charges associated with special
or exception processing shall also be considered Out-of-Pocket
Expenses.
8. "Prospectus" shall mean the most recent Fund prospectus
actually received by the Transfer Agent from the Fund with
respect to which the Fund has indicated a registration statement
under the Securities Act of 1933, as amended, has
become effective, including the Statement of Additional
Information, incorporated by reference therein.
9. "Shares" shall mean all or any part of each class or
series of the shares of beneficial interest of the Fund or
portfolio listed in the Certificate as to which the Transfer
Agent acts as transfer agent hereunder, as may be amended from
time to time, which are authorized and/or issued by the Fund.
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. Effective as of the date of this Agreement, the Fund
hereby constitutes and appoints the Transfer Agent as transfer
agent of all the Shares of the Fund and as dividend disbursing
agent during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as
transfer agent and dividend disbursing agent and agrees to
perform duties thereof as hereinafter set forth.
3. In connection with such appointment, the Fund upon the
request of the Transfer Agent, shall deliver the following
documents to the Transfer Agent:
(i) A copy of the Articles of Incorporation of the
Fund and all
amendments thereto certified by the Secretary of the Fund;
(ii) A copy of the By-laws of the Fund certified by the
Secretary of the
Fund;
(iii) A copy of a resolution of the Board of
Directors of the Fund
certified by the Secretary of the Fund appointing the
Transfer Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Fund
specifying: the number of authorized Shares, the number of
such authorized Shares issued, the number of such authorized
Shares issued and currently outstanding, the names and
specimen signatures of the Officers of the Fund and the name
and address of the legal counsel for the Fund;
(v) Specimen Share certificate for each or series
class of Shares in the form approved by the Board of
Directors of the Fund (and in a format compatible with the
Transfer Agent's system), together with a Certificate signed
by the Secretary of the Fund as to such approval;
(vi) Copies of the Fund's registration statement, as
amended to date, and the most recently filed Post-Effective
Amendment thereto, filed by the Fund with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as
amended, together with any applications filed in connection
therewith; and
(vii) Opinion of counsel for the Fund with respect
to the validity of the authorized and outstanding Shares,
whether such Shares are fully paid and nonassessable and the
status of such Shares under the Securities Act of 1933, as
amended, and any other applicable federal law or regulation
(i.e., if subject to registration, that they have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. If requested by the Transfer Agent, the Fund shall
deliver to the Transfer Agent the following documents on or
before the effective date of any increase or decrease in the
total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Articles
of Incorporation giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel
for the Fund with respect to the validity of the Shares of
the Fund and the status of such Shares under the Securities
Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that
they have been registered and that the registration
statement has become effective or, if exempt, the specific
grounds therefor); and
(c) In the case of an increase, if the appointment of
the Transfer Agent was theretofore expressly limited, a
certified copy of a resolution of the Board of Directors of
the Fund increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares pursuant
to stock dividends or stock splits, etc., and prior to any
reduction in the number of Shares outstanding, if requested by
the Transfer Agent, the Fund shall deliver the following
documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by
the Board of Directors and/or the shareholders of the Fund
authorizing such issuance of additional Shares or such
reduction, as the case may be; and
(b) 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, and any other
applicable federal law or regulation (i.e., if subject to
registration, that they have been registered and that the
registration statement has become effective, or, if exempt,
the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split,
recapitalization or other capital adjustment requiring a change
in the form of Share certificates, the Transfer Agent will issue
Share certificates in the new form in exchange for, or upon
transfer of, outstanding Share certificates in the old form, upon
receiving:
(a) A Certificate authorizing the issuance of the
Share certificates in the new form;
(b) A certified copy of any amendment to the Articles
of Incorporation with respect to the change;
(c) Specimen Share certificates for each class of
Shares in the new form approved by the Board of Directors of
the Fund, with a Certificate signed by the Secretary of the
Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to
the validity of the Shares in the new form and the status of
such Shares under the Securities Act of 1933, as amended,
and any other applicable federal law or regulation (i.e., if
subject to registration, that the Shares have been
registered and that the registration statement has become
effective or, if exempt, the specific grounds therefor).
2. The Fund at its expense shall furnish the Transfer
Agent with a sufficient supply of blank Share certificates in the
new form and from time to time will replenish such supply upon
the request of the Transfer Agent. Such blank Share certificates
shall be compatible with the Transfer Agent's system and shall be
properly signed by facsimile or otherwise by Officers of the Fund
authorized by law or by the By-laws to sign Share certificates
and, if required, shall bear the corporate seal or facsimile
thereof. The Fund agrees to indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and all
claims or demands that may be asserted against the Transfer Agent
with respect to the genuineness of any Share certificate supplied
to the Transfer Agent pursuant to this Article.
ARTICLE V
ISSUANCE, REDEMPTION AND TRANSFER OF SHARES
1. (a) The Transfer Agent acknowledges that it has
received a copy of the Fund's Prospectus, which Prospectus
describes how sales and redemption of Shares of the Fund
shall be made, and the Transfer Agent agrees to accept
purchase orders and redemption requests with respect to
Shares on each Fund Business Day in accordance with such
Prospectus. The Fund agrees to provide the Transfer Agent
with sufficient advance notice to enable the Transfer Agent
to effect any changes in the procedures set forth in the
Prospectus regarding such purchase and redemption procedure;
provided, however, that in no event will such advance notice
be less than thirty (30) days.
(b) The Transfer Agent shall also accept with respect
to each Fund Business Day, at such times as are agreed upon
from time to time by the Transfer Agent and the Fund, a
computer tape or electronic data transmission consistent in
all respects with the Transfer Agent's record format, as
amended from time to time, which is believed by the Transfer
Agent to be furnished by or on behalf of any Approved
Institution. The Transfer Agent shall not be liable for any
losses or damages to the Fund or its shareholders in the
event that a computer tape or electronic data transmission
from an Approved Institution is unable to be processed for
any reason beyond the control of the Transfer Agent, or if
any of the information on such tape or transmission is found
to be incorrect.
2. On each Fund Business Day, the Transfer Agent shall, as
of the time at which the Fund computes the net asset value of the
Fund, issue to and redeem from the accounts specified in a
purchase order, redemption request or computer tape or electronic
data transmission, which in accordance with the Prospectus is
effective on such Fund Business Day, the appropriate number of
full and fractional Shares based on the net asset value per Share
of such Fund specified in an advice received on such Fund
Business Day from the Fund. Notwithstanding the foregoing, if a
redemption specified in a computer tape or electronic data
transmission is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account,
the Transfer Agent shall not effect such redemption in whole or
in part and shall within twenty-four (24) hours orally advise the
Approved Institution which supplied such tape of the discrepancy.
3. In connection with a reinvestment of a dividend or
distribution of Shares of the Fund, the Transfer Agent shall as
of each Fund Business Day, as specified in a Certificate or
resolution described in paragraph 1 of succeeding Article VI,
issue Shares of the Fund based on the net asset value per Share
of such Fund specified in an advice received from the Fund on
such Fund Business Day.
4. On each Fund Business Day, the Transfer Agent shall
supply the Fund with a statement specifying with respect to the
immediately preceding Fund Business Day: the total number of
Shares of the Fund (including fractional Shares) issued and
outstanding at the opening of business on such day; the total
number of Shares of the Fund sold on such day, pursuant to the
preceding paragraph 2 of this Article; the total number of Shares
of the Fund redeemed from shareholders by the Transfer Agent on
such day; the total number of Shares of the Fund, if any, sold on
such day pursuant to the preceding paragraph 3 of this Article,
and the total number of Shares of the Fund issued and
outstanding.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are
prescribed by the Federal Securities laws applicable to transfer
agents or as described in the Prospectus. If the Prospectus
indicates that certificates for Shares are available and if
specifically requested in writing by any shareholder, or if
otherwise required hereunder, the Transfer Agent will countersign
(if necessary), issue and mail to such shareholder at the address
set forth in the records of the Transfer Agent a Share
certificate for any full Share requested.
6. As of each Fund Business Day, the Transfer Agent shall
furnish the Fund with an advice setting forth the number and
dollar amount of Shares to be redeemed on such Fund Business Day
in accordance with paragraph 2 of this Article.
7. Upon receipt of a proper redemption request and moneys
paid to it by the Custodian in connection with a redemption of
Shares, the Transfer Agent shall cancel the redeemed Shares and
after making appropriate deduction for any withholding of taxes
required of it by applicable law: (a) in the case of a redemption
of Shares pursuant to a redemption described in the preceding
paragraph l(a) of this Article, make payment in accordance with
the Fund's redemption and payment procedures described in the
Prospectus; and (b) in the case of a redemption of Shares
pursuant to a computer tape or electronic data transmission
described in the preceding paragraph l(b) of this Article, make
payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in
said computer tape or electronic data transmission.
8. The Transfer Agent shall not be required to issue any
Shares after it has received from an Officer of the Fund or from
an appropriate federal or state authority written notification
that the sale of Shares has been suspended or discontinued, and
the Transfer Agent shall be entitled to rely upon such written
notification.
9. Upon the issuance of any Shares in accordance with this
Agreement, the Transfer Agent shall not be responsible for the
payment of any original issue or other taxes required to be paid
by the Fund in connection with such issuance of any Shares.
10. The Transfer Agent shall accept a computer tape or
electronic data transmission consistent with the Transfer Agent's
record format, as amended from time to time, which is reasonably
believed by the Transfer Agent to be furnished by or on behalf of
any Approved Institution and is represented to be instructions
with respect to the transfer of Shares from one account of such
Approved Institution to another such account, and shall effect
the transfers specified in said computer tape or electronic data
transmission. The Transfer Agent shall not be liable for any
losses to the Fund or its shareholders in the event that a
computer tape or electronic data transmission from an Approved
Institution is unable to be processed for any reason beyond the
control of the Transfer Agent, or if any of the information on
such tape or transmission is found to be incorrect.
11. (a) Except as otherwise provided in subparagraph (b)
of this paragraph and in paragraph 13 of this Article,
Shares will be transferred or redeemed upon presentation to
the Transfer Agent of Share certificates or instructions
properly endorsed for transfer or redemption, accompanied by
such documents as the Transfer Agent deems necessary to
evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment
of stock transfer taxes. In the case of small estates where
no administration is contemplated, the Transfer Agent may,
when furnished with an appropriate surety bond, and without
further approval of the Fund, transfer or redeem Shares
registered in the name of a decedent where the current
market value of the Shares being transferred does not exceed
such amount as may from time to time be prescribed by
various states. The Transfer Agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied
that the endorsement on the stock certificate or
instructions is valid and genuine, and for that purpose it
will require, unless otherwise instructed by an authorized
Officer of the Fund, a guarantee of signature by an
"Eligible Guarantor Institution" as that term is defined by
SEC Rule 17Ad-15. The Transfer 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, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transfers and
redemptions of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security
Transfers or the Uniform Commercial Code, as the same may be
amended from time to time, applicable to the transfer of
securities, and the Fund shall indemnify the Transfer Agent
for any act done or omitted by it in good faith in reliance
upon such laws. In no event will the Fund indemnify the
Transfer Agent for any act done by it as a result of willful
misfeasance, bad faith, gross negligence or reckless
disregard of its duties. The Transfer Agent shall be
entitled to accept, and shall be fully protected by the Fund
in accepting, any request from any entity to carry out any
transaction in Shares received by the Transfer Agent through
any of the various programs offered through the National
Securities Clearing Corporation ("NSCC") (including, but not
limited to, Networking and FundServ). Any such entity shall
constitute an Approved Institution as defined herein.
(b) Notwithstanding the foregoing or any other
provision contained in this Agreement to the contrary, the
Transfer Agent shall be fully protected by the Fund in not
requiring any instruments, documents, assurances,
endorsements or guarantees, including, without limitation,
any signature guarantees, in connection with a redemption or
transfer of Shares whenever the Transfer Agent reasonably
believes that requiring the same would be inconsistent with
the transfer and redemption procedures as described in the
Prospectus.
12. Notwithstanding any provision contained in this
Agreement to the contrary, the Transfer Agent shall not be
required or expected to require, as a condition to any transfer
of any Shares pursuant to paragraph 11 of this Article or any
redemption of any Shares pursuant to a computer tape or
electronic data transmission described in this Agreement, any
documents, including, without limitation, any documents of the
kind described in subparagraph (a) of paragraph 11 of this
Article, to evidence the authority of the person requesting the
transfer or redemption and/or the payment of any stock transfer
taxes, and shall be fully protected in acting in accordance with
the applicable provisions of this Article.
13. (a) As used in this Agreement, the terms "computer
tape or electronic data transmission" and "computer tape
believed by the Transfer Agent to be furnished by an
Approved Institution", shall include any tapes generated by
the Transfer Agent to reflect information believed by the
Transfer Agent to have been input by an Approved
Institution, via a remote terminal or other similar link,
into a data processing, storage or collection system, or
similar system (the "System"), located on the Transfer
Agent's premises. For purposes of paragraph 1 of this
Article, such a computer tape or electronic data
transmission shall be deemed to have been furnished at such
times as are agreed upon from time to time by the Transfer
Agent and Fund only if the information reflected thereon was
input to the System at such times as are agreed upon from
time to time by the Transfer Agent and the Fund.
(b) Nothing contained in this Agreement shall
constitute any agreement or representation by the Transfer
Agent to permit, or to agree to permit, any Approved
Institution to input information into a System.
(c) The Transfer Agent reserves the right to approve,
in advance, any Approved Institution; such approval not to
be unreasonably withheld. The Transfer Agent also reserves
the right to terminate any and all automated data
communications, at its discretion, upon a reasonable attempt
to notify the Fund when in the opinion of the Transfer Agent
continuation of such communications would jeopardize the
accuracy and/or integrity of the Fund's records on the
System.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a copy of
a resolution of its Board of Directors, certified by the
Secretary or any Assistant Secretary, either: (i) setting
forth the date of the declaration of a dividend or distribution,
the date of accrual or payment, as the case may be, thereof, the
record date as of which shareholders entitled to payment, or
accrual, as the case may be, shall be determined, the amount per
Share of such dividend or distribution, the payment date on which
all previously accrued and unpaid dividends are to be paid and
the total amount, if any, payable to the Transfer Agent on such
payment date; or (ii) authorizing the declaration of dividends
and distributions on a daily or other periodic basis and
authorizing the Transfer Agent to rely on a Certificate setting
forth the information described in subsection (i) of this
paragraph.
2. Upon the mail date specified in such Certificate or
resolution, as the case may be, the Fund shall, in the case of a
cash dividend or distribution, cause the Custodian to deposit in
an account in the name of the Transfer Agent on behalf of the
Fund an amount of cash, if any, sufficient for the Transfer Agent
to make the payment, as of the mail date, specified in such
Certificate or resolution, as the case may be, to the
shareholders who were of record on the record date. The Transfer
Agent will, upon receipt of any such cash, make payment of such
cash dividends or distributions to the shareholders of record as
of the record date by: (i) mailing a check, payable to the
registered shareholder, to the address of record or dividend
mailing address; or (ii) wiring such amounts to the accounts
previously designated by an Approved Institution, as the case may
be. The Transfer Agent shall not be liable for any improper
payments made in good faith and without negligence, in accordance
with a Certificate or resolution described in the preceding
paragraph. If the Transfer Agent shall not receive from the
Custodian sufficient cash to make payments of any cash dividend
or distribution to all shareholders of the Fund as of the record
date, the Transfer Agent shall, 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.
3. It is understood that the Transfer Agent shall in no
way be responsible for the determination of the rate or form of
dividends or capital gain distributions due to the shareholders.
It is expressly agreed and understood that the Transfer Agent is
not liable for any loss as a result of processing a distribution
based on information provided in the Certificate that is
incorrect. The Fund agrees to pay the Transfer Agent for any and
all costs, both direct and Out-of-Pocket Expenses, incurred in
such corrective work as necessary to remedy such error.
4. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of
dividend and capital gain distributions with the proper federal,
state and local authorities as are required by law to be filed by
the Fund, but shall in no way be responsible for the collection
or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required by
applicable law. Anything in this Agreement to the contrary
notwithstanding, the Fund shall be solely responsible for the
accurate, complete and timely filing with the proper federal,
state and local authorities of all tax information with respect
to any Fund account maintained under Matrix Level 3 through any
of the various programs offered through the NSCC (including, but
not limited to, Networking and FundServ).
ARTICLE VII
CONCERNING THE FUND
1. The Fund represents to the Transfer Agent that:
(a) It is a corporation duly organized and existing
under the laws of the State of Maryland.
(b) It is empowered under applicable laws and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is an investment company registered under the
Investment Company Act of 1940, as amended.
(e) A registration statement under the Securities Act
of 1933, as amended, with respect to the Shares is
effective. The Fund shall notify the Transfer Agent if such
registration statement or any state securities registrations
have been terminated or a stop order has been entered with
respect to the Shares.
2. Each copy of the Articles of Incorporation of the Fund
and copies of all amendments thereto shall be certified by the
Secretary of State (or other appropriate official) of the state
of organization, and if such Articles of Incorporation and/or
amendments are required by law also to be filed with a county or
other officer or official body, a certificate of such filing
shall be filed with a certified copy submitted to the Transfer
Agent. Each copy of the By-laws and copies of all amendments
thereto, and copies of resolutions of the Board of Directors of
the Fund shall be certified by the Secretary of the Fund under
seal.
3. The Fund shall promptly deliver to the Transfer Agent
written notice of any change in the Officers authorized to sign
Share certificates, notifications or requests, together with a
specimen signature of each new Officer. In the event any Officer
who shall have signed manually or whose facsimile signature shall
have been affixed to blank Share certificates shall die, resign
or be removed prior to issuance of such Share certificates, the
Transfer Agent may issue such Share certificates of the Fund
notwithstanding such death, resignation or removal, and the Fund
shall promptly deliver to the Transfer Agent such approval,
adoption or ratification as may be required by law.
4. It shall be the sole responsibility of the Fund to
deliver to the Transfer Agent the Fund's currently effective
Prospectus and, for purposes of this Agreement, the Transfer
Agent shall not be deemed to have notice of any information
contained in such Prospectus until a reasonable time after it is
actually received by the Transfer Agent.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Fund
that:
(a) It is a corporation duly organized and existing
under the laws of the State of Missouri.
(b) It is empowered under applicable law and by its
Articles of Incorporation and By-laws to enter into and
perform this Agreement.
(c) All requisite corporate proceedings have been
taken to authorize it to enter into and perform this
Agreement.
(d) It is duly registered as a transfer agent under
Section 17A of the Securities Exchange Act of 1934, as
amended.
2. The Transfer Agent shall not be liable and shall be
indemnified in acting upon any computer tape or electronic data
transmission, writing or document reasonably believed by it to be
genuine and to have been signed or made by an Officer of the Fund
or person designated by the Fund and shall not be held to have
any notice of any change of authority of any person until receipt
of written notice thereof from the Fund or such person. It shall
also be protected in processing Share certificates which bear the
proper countersignature of the Transfer Agent and which it
reasonably believes to bear the proper manual or facsimile
signature of the Officers of the Fund.
3. The Transfer Agent upon notice to the Fund may
establish such additional procedures, rules and regulations
governing the transfer or registration of Share certificates as
it may deem advisable and consistent with such rules and
regulations generally adopted by mutual fund transfer agents.
4. The Transfer Agent shall keep such records as it may
deem advisable and is agreeable to the Fund, but not
inconsistent with the rules and regulations of appropriate
government authorities, in particular Rules 31a-2 and 31a-3 under
the Investment Company Act of 1940, as amended. The Transfer
Agent acknowledges that such records are the property of the
Fund. The Transfer Agent may deliver to the Fund from time to
time at its discretion, for safekeeping or disposition by the
Fund in accordance with law, such records, papers, documents
accumulated in the execution of its duties as such Transfer
Agent, as the Transfer Agent may deem expedient, other than those
which the Transfer Agent is itself required to maintain pursuant
to applicable laws and regulations. The Fund shall assume all
responsibility for any failure thereafter to produce any record,
paper, cancelled Share certificate or other document so returned,
if and when required. Such records maintained by the Transfer
Agent pursuant to this paragraph 4, which have not been
previously delivered to the Fund pursuant to the foregoing
provisions of this paragraph 4, shall be considered to be the
property of the Fund, shall be made available upon request for
inspection by the Officers, employees and auditors of the Fund,
and records shall be delivered to the Fund upon request and in
any event upon the date of termination of this Agreement, as
specified in Article IX of this Agreement, in the form and manner
kept by the Transfer Agent on such date of termination or such
earlier date as may be requested by the Fund.
5. The Transfer Agent shall not be liable for any loss or
damage, including counsel fees, resulting from its actions or
omissions to act or otherwise, except for any loss or damage
arising out of its bad faith, willful misfeasance, gross
negligence or reckless disregard of its duties under this
Agreement.
6. (a) The Fund shall indemnify and exonerate, save and
hold harmless the Transfer Agent from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by any prior
transfer agent of the Fund or as a result of any action
taken or omitted to be taken by the Transfer Agent in good
faith and without gross negligence or willful misfeasance or
in reliance upon: (i) any provision of this Agreement;
(ii) the Prospectus; (iii) any instruction or order
including, without limitation, any computer tape or
electronic data transmission reasonably believed by the
Transfer Agent to have been received from an Approved
Institution; (iv) any instrument, order or Share certificate
reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized Officer of
the Fund; (v) any Certificate or other instructions of an
Officer; (vi) any opinion of legal counsel for the Fund or
the Transfer Agent; or (vii) any request by any entity to
carry out any transaction in Shares received by the Transfer
Agent through any of the various programs offered through
the NSCC (including, but not limited to, Networking and
FundServ). The Fund shall indemnify and exonerate, save and
hold the Transfer Agent harmless from and against any and
all claims (whether with or without basis in fact or law),
demands, expenses (including reasonable attorneys' fees) and
liabilities of any and every nature which the Transfer Agent
may sustain or incur or which may be asserted against the
Transfer Agent by any person by reason of or as a result of
any action taken or omitted to be taken by the Transfer
Agent in good faith in connection with its appointment or in
reliance upon any law, act, regulation or any interpretation
of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
(b) The Transfer Agent shall not settle any claim,
demand, expense or liability to which it may seek indemnity
pursuant to paragraph 6(a) above (each, an "Indemnifiable
Claim") without the express written consent of an Officer of
the Fund. The Transfer Agent shall notify the Fund within
fifteen (15) days of receipt of notification of an
Indemnifiable Claim, provided that the failure by the
Transfer Agent to furnish such notification shall not impair
its right to seek indemnification from the Fund unless the
Fund is unable to adequately defend the Indemnifiable Claim
as a result of such failure, and further provided, that if
as a result of the Transfer Agent's failure to provide the
Fund with timely notice of the institution of litigation a
judgment by default is entered, prior to seeking
indemnification from the Fund the Transfer Agent, at its own
cost and expense, shall open such judgment. The Fund shall
have the right to defend any Indemnifiable Claim at its own
expense, provided that such defense shall be conducted by
counsel selected by the Fund and reasonably acceptable to
the Transfer Agent. The Transfer Agent may join in such
defense at its own expense, but to the extent that it shall
so desire the Fund shall direct such defense. The Fund shall
not settle any Indemnifiable Claim without the express
written consent
of the Transfer Agent if the Transfer Agent determines that
such settlement would have an adverse effect on the Transfer
Agent beyond the scope of this Agreement. In such event, the
Fund and the Transfer Agent shall each be responsible for
their own defense at their own cost and expense, and such
claim shall not be deemed an Indemnifiable Claim hereunder.
If the Fund shall fail or refuse to defend an Indemnifiable
Claim, the Transfer Agent may provide its own defense at the
cost and expense of the Fund. Anything in this Agreement to
the contrary notwithstanding, the Fund shall not indemnify
the Transfer Agent against any liability or expense arising
out of the Transfer Agent's willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties and
obligations under this Agreement. The Transfer Agent shall
indemnify and hold the Fund harmless from and against any
and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or
attributable to any action or failure or omission to act by
the Transfer Agent as a result of the Transfer Agent's lack
of good faith, gross negligence or willful misfeasance.
7. The Transfer Agent shall not be liable to the Fund with
respect to any redemption draft on which the signature of the
drawer is forged and which the Fund's Custodian has advised the
Transfer Agent to honor the redemption (but nothing herein is
meant to impose any duties upon the Fund's Custodian); nor shall
the Transfer Agent be liable for any material alteration or
absence or forgery of any endorsement, it being understood that
the Transfer Agent's sole responsibility with respect to
inspecting redemption drafts is to use reasonable care to verify
the drawer's signature against signatures on file.
8. There shall be excluded from the consideration of
whether the Transfer Agent has breached this Agreement in any
way, any period of time, and only such period of time during
which the Transfer Agent's performance is materially affected, by
reason of circumstances beyond its control (collectively,
"Causes"), including, without limitation, mechanical breakdowns
of equipment (including any alternative power supply and
operating systems software), flood or catastrophe, acts of God,
failures of transportation, communication or power supply,
strikes, lockouts, work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer
of the Fund for written instructions with respect to any matter
arising in connection with the Transfer Agent's duties and
obligations under this Agreement, and the Transfer Agent shall
not be liable for any action taken or permitted by it in good
faith in accordance with such written instructions. Such
application by the Transfer Agent for written instructions from
an Officer of the Fund may set forth in writing any action
proposed to be taken or omitted by the Transfer Agent with
respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken. The
Transfer Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such
application on or after the date specified therein unless, prior
to taking or omitting any such action, the Transfer Agent has
received written instructions in response to such application
specifying the action to be taken or omitted. The Transfer Agent
may consult counsel of the Fund, or upon notice to the Fund, its
own counsel, at the expense of the Fund and shall be fully
protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the
Fund or its own counsel.
10. The Transfer Agent may issue new Share certificates in
place of certificates represented to have been lost, stolen or
destroyed upon receiving written instructions from the
shareholder accompanied by proof of an indemnity or surety bond
issued by a recognized insurance institution specified by the
Fund or the Transfer Agent.
If the Transfer Agent receives written notification from the
shareholder or broker dealer that the certificate issued was
never received, and such notification is made within thirty (30)
days of the date of issuance, the Transfer Agent may reissue the
certificate without requiring a surety bond. The Transfer Agent
may also reissue certificates which are represented as lost,
stolen or destroyed without requiring a surety bond provided that
the notification is in writing and accompanied by an
indemnification signed on behalf of a member firm of the New York
Stock Exchange and signed by an officer of said firm with the
signature guaranteed. Notwithstanding the foregoing, the Transfer
Agent will reissue a certificate upon written authorization from
an Officer of the Fund.
11. In case of any requests or demands for the inspection
of the shareholder records of the Fund, the Transfer Agent will
endeavor to notify the Fund promptly and to secure instructions
from an Officer as to such inspection. The Transfer Agent
reserves the right, however, to exhibit the shareholder records
to any person whenever it receives an opinion from its counsel
that there is a reasonable likelihood that the Transfer Agent
will be held liable for the failure to exhibit the shareholder
records to such person; provided, however, that in connection
with any such disclosure the Transfer Agent shall promptly notify
the Fund that such disclosure has been made or is to be made.
12. At the request of an Officer of the Fund, the Transfer
Agent will address and mail such appropriate notices to
shareholders as the Fund may direct.
13. 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:
(a) The legality of the issue or sale of any Shares,
the sufficiency of the amount to be received therefor, or
the authority of the Approved Institution or of the Fund, as
the case may be, to request such sale or issuance;
(b) The legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be
paid therefor, or the authority of the Approved Institution
or of the Fund, as the case may be, to request such transfer
or redemption;
(c) The legality of the declaration of any dividend by
the Fund, or the legality of the issue of any Shares in
payment of any stock dividend; or
(d) The legality of any recapitalization or
readjustment of Shares.
14. The Transfer Agent shall have no duties or
responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement,
and no covenant or obligation shall be implied in this Agreement
against the Transfer Agent.
15. Purchase and Prices of Services:
(a) The Fund will compensate the Transfer Agent for,
and Transfer Agent will provide, beginning on the execution
date of this Agreement and continuing until the termination
of this Agreement as provided hereinafter, the services set
forth in Schedule I.
(b) The current unit prices for the services are set
forth in the Schedule II (the "Schedule II Fees"). Effective
as of January 1, 1997, once in each calendar year, the
Transfer Agent may elect to raise the Schedule II Fees upon
ninety (90) days prior notice to the Fund, all subject to
the mutual agreement of the parties hereto. Notwithstanding
the annual right to raise the Schedule II Fees, the Transfer
Agent may increase prices due to changes in legal or
regulatory requirements subject to the approval of the Fund,
which approval shall not be unreasonably withheld.
16. Billing and Payment:
(a) The Transfer Agent shall xxxx the Fund monthly in
arrears for accounts maintained and Out-of-Pocket Expenses.
The Transfer Agent may from time to time request that the
Fund advance estimated expenditures of an unusual nature
subject to reconciliation of actual expenses as soon as
practicable thereafter.
(b) The Fund shall pay the Transfer Agent in
immediately available funds at UMB Bank, n.a. in Kansas
City, Missouri within thirty (30) days of the date of the
xxxx. Any amounts due under this Agreement which are not
paid within said thirty (30) day period shall bear interest
at the rate of one and one-half percent (l 1/2%) per month
from such date until paid in full.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date
of such termination, which shall be not less than sixty (60) days
after the date of receipt of such notice. In the event such
notice is given by the Fund, it shall be accompanied by a copy of
a resolution of the Board of Directors of the Fund, certified by
the Secretary or any Assistant Secretary, electing to terminate
this Agreement and designating the successor transfer agent or
transfer agents. In the event such notice is given by the
Transfer Agent, the Fund shall on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board
of Directors, certified by the Secretary or any Assistant
Secretary, designating a successor transfer agent or transfer
agents. In the absence of such designation by the Fund, the Fund
shall upon the date specified in the notice of termination of
this Agreement and delivery of the records maintained hereunder,
be deemed to be its own transfer agent and the Transfer Agent
shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement.
In the event this Agreement is terminated as provided
herein, the Transfer Agent, upon the written request of the Fund,
shall deliver the records of the Fund on electromagnetic media to
the Fund or its successor transfer agent. The Fund shall be
responsible to the Transfer Agent for the reasonable costs and
expenses associated with the preparation and delivery of such
media.
ARTICLE X
MISCELLANEOUS
1 The Fund agrees that prior to effecting any change in
the Prospectus which would increase or alter the duties and
obligations of the Transfer Agent hereunder, it shall advise the
Transfer Agent of such proposed change at least thirty (30) days
prior to the intended date of the same, and shall proceed with
such change only if it shall have received the written consent of
the Transfer Agent thereto, which shall not be unreasonably
withheld.
2. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Fund shall be
sufficiently given if addressed to the Fund and mailed or
delivered to it at:
BMA Tower
000 Xxxxxx Xxxx.
Xxxxxx Xxxx, XX 00000
or at such other place as the Fund may from time to time
designate in writing.
3. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Transfer Agent
shall be sufficiently given if addressed to the Transfer Agent
and mailed or delivered to:
BMA Tower
000 Xxxxxx Xxxx.
Xxxxxx Xxxx, XX 00000
or at such other place as the Transfer Agent may from time to
time designate in writing.
4. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties
with the formality of this Agreement.
5. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
7. 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.
8. The provisions of this Agreement are intended to
benefit only the Transfer Agent and the Fund, and no rights shall
be granted to any other person by virtue of this Agreement.
9. (a) The Transfer Agent shall endeavor to assist in
resolving shareholder inquiries and errors relating to the
period during which prior transfer agents acted as such for
the Fund. Any such inquiries or errors which cannot be
expediently resolved by the Transfer Agent will be referred
to the Fund.
(b) The Transfer Agent shall only be responsible for
the safekeeping and maintenance of transfer agency records,
cancelled Share certificates and correspondence of the Fund
created or produced prior to the time of conversion which
are under its control and acknowledged in a writing to the
Fund to be in its possession. Any expenses or liabilities
incurred by the Transfer Agent as a result of shareholder
inquiries, regulatory compliance or audits related to such
records and not caused as a result of Transfer Agent's bad
faith, willful misfeasance or gross negligence shall be the
responsibility of the Fund as provided in Article VIII
herein.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officer,
thereunto duly authorized and their respective corporate seals to
be hereunto affixed, as of the day and year first above written.
SCOUT REGIONAL FUND, INC.
By /s/Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President
[SEAL]
XXXXX & XXXXXX, INC.
Name: Xxxxxx X. Xxxxxx
Title: Secretary
[SEAL]
TA Agmt/J&B- Scout Regional Fund, Inc.
