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Exhibit 9
TRANSFER AGENCY AND SERVICE AGREEMENT
between
BUILDERS PROLOAN FUND, INC.
and
STATE STREET BANK AND TRUST COMPANY
2
TABLE OF CONTENTS
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Page
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1. Terms of Appointment; Duties of the Bank 3
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2. Fees and Expenses 5
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3. Representations and Warranties of the Bank 6
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4. Representations and Warranties of the Fund 6
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5. Wire Transfer Operating Guidelines 7
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6. Data Access and Proprietary Information 8
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7. Indemnification 10
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8. Standard of Care 11
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9 Covenants of the Fund and the Bank 11
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10. Termination of Agreement 12
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11. Assignment 12
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12. Amendment 13
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13. Massachusetts Law to Apply 13
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14. Force Majeure 13
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15. Consequential Damages 13
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16. Merger of Agreement 13
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17. Counterparts 14
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18. Reproduction of Documents 14
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TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the day of , 1997, by and between BUILDERS PROLOAN
FUND, INC., a Maryland corporation having its principal office and place of
business at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xx. Xxxxx, Xxxxxxxx 00000
(the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company having its principal office and place of business at 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank").
WHEREAS, the Fund desires to appoint the Bank as its transfer agent, dividend
disbursing agent, and agent in connection with certain other activities and the
Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Terms of Appointment; Duties of the Bank
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1.1 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints the Bank to act
as, and the Bank agrees to act as its transfer agent for the
Fund's authorized and issued shares of its common stock, par
value $0.01 ("Shares"), dividend disbursing agent, and agent in
connection with any accumulation, open-account or similar plans
provided to the shareholders of the Fund ("Shareholders") and
set out in the currently effective prospectus and statement of
additional information ("prospectus") of the Fund, including
without limitation any periodic investment plan or periodic
withdrawal program.
1.2 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to
time by agreement between the Fund and the Bank, the
Bank shall:
(i) Receive for acceptance, orders for the purchase
of Shares, and promptly deliver payment and
appropriate documentation thereof to the
Custodian of the Fund authorized pursuant to the
Articles of Incorporation of the Fund (the
"Custodian");
(ii) Pursuant to purchase orders, issue the
appropriate number of Shares and hold such
Shares in the appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the
appropriate documentation thereof to the
Custodian;
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(iv) In respect to the transactions in items (i),
(ii) and (iii) above, the Bank shall execute
transactions directly with broker-dealers
authorized by the Fund;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect
to any redemption, pay over or cause to be paid
- over in the appropriate manner such monies as
instructed by the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered
owners thereof upon receipt of appropriate
instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Fund;
(viii) Issue replacement certificates for those
certificates alleged to have been lost, stolen
or destroyed upon receipt by the Bank of
indemnification satisfactory to the Bank and
protecting the Bank and the Fund, and the Bank
at its option, may issue replacement
certificates in place of mutilated stock
certificates upon presentation thereof and
without such indemnity;
(xi) Maintain records of account for and advise the
Fund and its Shareholders as to the foregoing;
and
(x) Record the issuance of shares of the Fund and
maintain pursuant to SEC Rule 17Ad-10(e) a
record of the total number of shares of the Fund
which are authorized, based upon data provided
to it by the Fund, and issued and outstanding.
The Bank shall also provide the Fund on a
regular basis with the total number of shares
which are authorized and issued and outstanding
and shall have no obligation, when recording the
issuance of shares, to monitor the issuance of
such shares or to take cognizance of any laws
relating to the issue or sale of such shares,
which functions shall be the sole responsibility
of the Fund.
(b) In addition to and neither in lieu nor in contravention
of the services set forth in the above paragraph (a), the
Bank shall: (i) perform the customary services of a
transfer agent, dividend disbursing agent, custodian of
certain retirement plans and, as relevant, agent in
connection with accumulation, open-account or similar
plans (including without limitation any periodic
investment plan or periodic withdrawal program),
including but not limited to maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing
Shareholder proxies, Shareholder reports and prospectuses
to current Shareholders, withholding taxes on U S resident
and non-resident alien accounts, preparing and filing
U.S. Treasury
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Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by
federal authorities for all Shareholders, preparing and
mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares
and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account
information and (ii) provide a system which will enable
the Fund to monitor the total number of Shares sold in
each State.
(c) In addition. the Fund shall (i) identify to the Bank
in writing those transactions and assets to be treated
as exempt from blue sky reporting for each State and
(ii) verify the establishment of transactions for each
State on the system prior to activation and thereafter
monitor the daily activity for each State. The
responsibility of the Bank for the Fund's blue sky
State registration status is solely limited to the
initial establishment of transactions subject to blue
sky compliance by the Fund and the reporting of such
transactions to the Fund as provided above.
(d) Procedures as to who shall provide certain of these
services in Section 1 may be established from time to
time by agreement between the Fund and the Bank per
the attached service responsibility schedule. The Bank
may at times perform only a portion of these services
and the Fund or its agent may perform these services
on the Fund's behalf.
(e) The Bank shall provide additional services on behalf
of the Fund (i.e., escheatment services) which may be
agreed upon in writing between the Fund and the Bank.
2. Fees and Expenses
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2.1 For the performance by the Bank pursuant to this Agreement,
the Fund agrees to pay the Bank an annual maintenance fee
for each Shareholder account as set out in the initial fee
schedule attached hereto. Such fees and out-of pocket
expenses and advances identified under Section 2.2 below may
be changed from time to time subject to mutual written
agreement between the Fund and the Bank.
2.2 In addition to the fee paid under Section 2.1 above. the
Fund agrees to reimburse the Bank for out-of-pocket
expenses, including but not Incited to confirmation
production, postage, forms, telephone, microfilm,
microfiche, mailing and tabulating proxies, records storage,
or advances incurred by the Bank for the items set out in
tile fee schedule attached hereto. In addition, any other
expenses incurred by the Bank at the request or with the
consent of the Fund, will be reimbursed by the Fund.
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2.3 The Fund agrees to pay all fees and reimbursable expenses
within five days following the receipt of the respective
billing notice. Postage for mailing of dividends, proxies,
Fund reports and other mailings to all shareholder accounts
shall be advanced to the Bank by the Fund at least seven (7)
days prior to the mailing date of such materials.
3. Representations and Warranties of the Bank
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The Bank represents and warrants to the Fund that:
3.1 It is a trust company duly organized and existing and in
good standing under the laws of The Commonwealth of
Massachusetts.
3.2 It is duly qualified to carry on its business in The
Commonwealth of Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties
and obligations under this Agreement.
4. Representations and Warranties of the Fund
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The Fund represents and warrants to the Bank that:
4.1 It is a corporation duly organized and existing and in
good standing under the laws of the State of Maryland.
4.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement.
4.3 All corporate proceedings required by said Articles of
Incorporation and By-Laws have been taken to authorize it to
enter into and perform this Agreement.
4.4 It is an open-end and non-diversified management investment
company registered under the Investment Company Act of 1940, as
amended.
4.5 A registration statement under the Securities Act of 193 3,
as amended is currently effective and will remain effective,
and appropriate state securities law notification filings have
been made and will continue to be made, with respect to all
Shares of the Fund being offered for sale.
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5. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
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Commercial Code
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5.1 The Bank is authorized to promptly debit the appropriate
Fund account(s) upon the receipt of a payment order in
compliance with the selected security procedure (the
"Security Procedure") chosen for funds transfer and in the
amount of money that the Bank has been instructed to
transfer. The Bank shall execute payment orders in
compliance with the Security Procedure and with the Fund
instructions on the execution date provided that such
payment order is received by the customary deadline for
processing such a request, unless the payment order
specifies a later time. All payment orders and
communications received after this the customary deadline
will be deemed to have been received the next business day.
5.2 The Fund acknowledges that the Security Procedure it has
designated on the Fund Selection Form was selected by the
Fund from security procedures offered by the Bank. The Fund
shall restrict access to confidential information relating
to the Security Procedure to authorized persons as
communicated to the Bank in writing. The Fund must notify
the Bank immediately if it has reason to believe
unauthorized persons may have obtained access to such
information or of any change in tile Fund's authorized
personnel. The Bank shall verify the authenticity of all
Fund instructions according to the Security Procedure.
5.3 The Bank shall process all payment orders on the basis of
the account number contained in the payment order. In the
event of a discrepancy between any name indicated on the
payment order and the account number, the account number
shall take precedence and govern.
5.4 The Bank reserves the right to decline to process or delay
the processing of a payment order which (a) is in excess of
the collected balance in the account to be charged at the
time of the Bank's receipt of such payment order; (b) if
initiating such payment order would cause the Bank, in the
Bank's sole judgement, to exceed any volume, aggregate
dollar, network, time, credit or similar limits which are
applicable to the Bank; or (c) if the Bank, in good faith,
is unable to satisfy itself that the transaction has been
properly authorized.
5.5 The Bank shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders
received in compliance with the Security Procedure provided
that such requests are received ill a timely manner
affording the Bank reasonable opportunity to act. However,
the Bank assumes no liability if the request for amendment
or cancellation cannot be satisfied.
5.6 The Bank shall assume no responsibility for failure to
detect any erroneous payment order provided that the Bank
complies with the payment order instructions as received and
the Bank complies with the Security Procedure. The Security
Procedure is established for the purpose of authenticating
payment orders only and not for the detection of errors in
payment orders.
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5.7 The Bank shall assume no responsibility for lost interest
with respect to the refundable amount of any unauthorized
payment order, unless the Bank is notified of the
unauthorized payment order within thirty (30) days of
notification by the Bank of flee acceptance of such payment
order. In no event (including failure to execute a payment
order) shall the Bank be liable for special, indirect or
consequential damages, even if advised of the possibility of
such damages.
5.8 When the Fund initiates or receives Automated Clearing House
credit and debit entries pursuant to these guidelines and
the rules of the National Automated Clearing House
Association and the New England Clearing House Association,
the Bank will act as an Originating Depository Financial
Institution and/or receiving depository Financial
Institution, as the case may be, with respect to such
entries. Credits given by the Bank with respect to an ACH
credit entry are provisional until the Bank receives final
settlement for such entry from the Federal Reserve Bank. It
the Bank does not receive such final settlement, the Fund
agrees that the Bank shall receive a refund of the amount
credited to the Fund in connection with such entry, and the
party making payment to the Fund via such entry shall not be
deemed to have paid the amount of the entry.
5.9 Confirmation of Bank's execution of payment
orders shall ordinarily be provided within twenty four (24)
hours notice of which may be delivered through the Bank's
proprietary information systems, or by facsimile or call-back.
Fund must report any objections to the execution of an order
within thirty (30) days.
6. Data Access and Proprietary Information
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6.1 The Fund acknowledges that the data bases,
computer programs, screen formats, report formats, interactive
design techniques, and documentation manuals furnished to the
Fund by the Bank as part of the Fund's ability to access
certain Fund-related data ("Customer Data") maintained by the
Bank on data bases under the control and ownership of the Bank,
or other third party ("Data Access Services") constitute
copyrighted, trade secret, or other ] proprietary information
(collectively, "Proprietary Information") of substantial value
to the ] Bank or other third party. In no event shall
Proprietary Information be deemed Customer Data. The Fund
agrees to treat all Proprietary Information as proprietary to
the Bank and further agrees that it shall not divulge any
Proprietary Information to any person or organization except as
may be required by a federal regulation agency or as provided
hereunder. Without limiting the foregoing, the Fund agrees for
itself and its employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in accordance
with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
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(c) to refrain from obtaining unauthorized access to any
portion of the Proprietary Information, and if such
access is inadvertently obtained, to inform in a timely
manner of such fact and dispose of such information in
accordance with the Bank's instructions;
(d) to refrain from causing or allowing the data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior written
consent of the Bank;
(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank
to protect at the Bank's expense the rights of the Bank
in Proprietary Information at common law, under federal
copyright law and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 6. The obligations of this Section shall
survive any earlier termination of this Agreement.
6.2 If the Fund notifies the Bank that any of the Data Access
Services do not operate in material compliance with the most
recently issued user documentation for such services, the Bank
shall endeavor in a timely manner to correct such failure.
Organizations from which the Bank may obtain certain data
included in the Data Access Services are solely responsible for
the contents of such data and the Fund agrees to make no claim
against the Bank arising out of the contents of such third-
party data, including, but not limited to, the accuracy thereof
DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN
AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
6.3 If the transactions available to the Fund include the ability
to originate electronic instructions to the Bank in order to
(i) effect the transfer or movement of cash or Shares or (ii)
transmit Shareholder information or other information, then in
such event the Bank shall be entitled to rely on the validity
and authenticity of such instruction without undertaking any
further inquiry as long as such instruction is undertaken in
conformity with security procedures established by the Bank
from time to time.
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7. Indemnification
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7.1 The Bank shall not be responsible for, and the Fund shall
indemnify and hold the Bank Harmless from and against, any
and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or
attributable to:
(a) All actions of the Bank or its agent or subcontractors
required to be taken pursuant to this Agreement, provided
that such actions are taken in good faith and without
negligence or willful misconduct.
(b) The Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any
representation or warranty of the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or
services which (i) are received by the Bank or its agents
or subcontractors, and (ii) have been prepared,
maintained or performed by the Fund or any other person
or firm on behalf of the Fund including but not limited
to any previous transfer agent or registrar.
(d) The reliance on, or the carrying out by the Bank or its
agents or subcontractors of any instructions or requests
of the Fund.
(e) The offer or sale of Shares in violation of federal or
state securities laws or regulations requiring that such
Shares be registered or in violation of any stop order or
other determination or ruling by any federal or any state
agency with respect to the offer or sale of such Shares
and
(f) The negotiations and processing of checks made payable to
prospective or existing Shareholders tendered to the Bank
for the purchase of Shares, such checks are commonly known
as "third party checks."
7.2 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel acceptable to
the Fund (such acceptance may not be unreasonably withheld),
with respect to any matter arising' in connection with the
services to be performed by the Bank under this Agreement, and
the Bank and its agents or subcontractors shall not be liable
and shall be indemnified by the Fund for any action taken or
omitted by it in reliance upon such instructions or upon the
opinion of such counsel. The Bank, its agents and subcontractors
shall be protected and indemnified in acting upon any paper or
document, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction,
information data, records or documents provided the Bank or its
agents or subcontractors by machine readable input, telex, CRT
data entry or other similar means authorized by the Fund, and
shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the
Fund. The Bank, its agents and
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subcontractors shall also be protected and indemnified in
recognizing stock certificates which are reasonably believed to
bear the proper manual or facsimile signatures of the officers
of the Fund, and the proper countersignature of any former
transfer agent or former registrar, or of a co-transfer ascent
or co-registrar.
7.3 In order that the indemnification provisions contained in this
Section 7 shall apply, upon the assertion of a claim for which
the Fund may be required to indemnify the Bank, the Bank shall
promptly notify the Fund of such assertion, and shall keep the
Fund advised with respect to all developments concerning such
claim. The Fund shall have the option to participate with the
Bank in the defense of such claim or to defend against said
claim in its own name or in the name of the Bank. The Bank
shall in no case confess any claim or make any compromise in any
case in which the Fund may be required to indemnify the Bank
except with the Fund's prior written consent.
8. Standard of Care
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The Bank shall at all times act in good faith and agrees to use
its best efforts within reasonable limits to insure the accuracy
of all services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to
errors unless said errors are caused by its negligence, bad
faith, or willful misconduct or that of its employees.
9. Covenants of the Fund and the Bank
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9.1 The Fund shall promptly furnish to the Bank the following:
(a) A certified copy of the resolution of the Board of
Directors of the Fund authorizing the appointment of the
Bank and the execution and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the
Fund and all amendments thereto.
9.2 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of
stock certificates, check forms and facsimile signature
imprinting devices, if any; and for the preparation or use, and
for keeping account of, such certificates, forms and devices.
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9.3 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem
advisable. To the extent required by Section 31 of the
Investment Fund Act of 1940, as amended, and the Rules
thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed
by the Bank hereunder are the property of the Fund and will be
preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to the Fund
on and in accordance with its request.
9.4 The Bank and the Fund agree that all books, records,
information and data pertaining to the business of the
other party which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any
other person, except as may be required by law.
9.5 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to
notify the Fund and to secure instructions from an authorized
officer of the Fund as to such inspection. The Bank reserves
the right, however, to exhibit the Shareholder records to any
person whenever it is advised by its counsel that it may be
held liable for the failure to exhibit the Shareholder records
to such person.
10. Termination of Agreement
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10.1 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.
10.2 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records
and material will be borne by the Fund. Additionally, the Bank
reserves the right to charge for any other reasonable expenses
associated with such termination.
11. Assignment
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11.1 Except as provided in Section 11.3 below, neither this
Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the
other party.
11.2 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors
and assigns.
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11.3 The Bank may. without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston
Financial Data Services, Inc., a Massachusetts corporation
("BFDS") which is duly registered as a transfer agent pursuant
to Section 17A(c)(2) of the Securities Exchange Act of 1934, as
amended ("Section 17A(c)(2)"), (ii) a BEDS subsidiary- duly
registered as a transfer agent pursuant to Section 17A(c)(2) or
(iii) a BEDS affiliate; provided, however, that the Bank shall
be as fully responsible to the Fund for the acts and omissions
of any subcontractor as it is for its own acts and omissions.
12. Amendment
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This Agreement maybe amended or modified by a written agreement executed by
both parties and authorized or approved by a resolution of the Board of
Directors of the Fund.
13. Massachusetts Law to Apply
--------------------------
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
14. Force Majeure
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In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to
the other for any damages resulting, from such failure to perform or
otherwise front such causes.
15. Consequential Damages
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Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to Act hereunder.
16. Merger of Agreement
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This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter hereof
whether oral or written.
17. Counterparts
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This Agreement nay be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
18. Reproduction of Documents
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This Agreement and all schedules exhibits, attachments and amendments hereto
may be
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reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto each agree that any
such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative pi exceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement facsimile or further
reproduction shall likewise be admissible in evidence.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed in their names and on their behalf lo and through their duly
authorized officers, as of the day and year first above written.
BUILDERS PROLOAN FUND, INC.
BY:
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Xxxx X. Xxxxxxx, President
ATTEST:
---------------------------------
STATE STREET BANK AND TRUST COMPANY
BY:
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Xxxxxx X. Xxxxx, Executive Vice President
ATTEST:
----------------------------------
00
XXXXX XXXXXX BANK & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES
Service Performed Responsibility
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Bank Fund
---- ----
1. Receives orders for the purchase
of Shares. X
2. Issue Shares and hold Shares in
Shareholders accounts. X
3. Receive redemption requests. X
4. Effect transactions 1-3 above
directly with broker-dealers. X
5. Pay over monies no redeeming
Shareholders. X
6. Effect transfers of shares. X
7. Prepare and transmit dividends
and distributions. X
8. Issue Replacement Certificates. X
9. Reporting of abandoned property. X
10. Maintain records of account. X
11. Maintain and keep a current and
accurate control book for each
issue of securities. X
12. Mail proxies. X
13. Mail Shareholder reports. X
14. Mail prospectuses to current
Shareholders. X
15. Withhold taxes on U.S. resident
and non-resident alien accounts. X
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Service Performed Responsibility
----------------- --------------
Bank Fund
---- ----
16. Prepare and file U.S. Treasury
Department forms. X
17. Prepare and mail account and
confirmation statements for
Shareholders. X
18. Provide Shareholder account
information. X
19. Blue sky reporting. X
Such services are more fully described in Section 1.2 (a), (b) and
(c) of the Agreement.
BUILDERS PROLOAN FUND, INC.
BY:
-------------------------------------
ATTEST:
-----------------------------
STATE STREET BANK AND TRUST COMPANY
BY:
-----------------------------------------
Xxxxxx X. Xxxxx, Executive Vice President
ATTEST:
------------------------------
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Transfer Agency and Service Agreement
Fee Schedule
Account Maintenance Fees
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Per Open Account $14.00 per year
Per Closed Account $ 2.40 per year
Minimum per CUSIP $22,000 per year
The Account Maintenance Fees will be the higher of open plus closed account
charges, or the annual per CUSIP minimum.
Activity Fees (Handled by NFDS)
-------------------------------
New Account Set Up $4.00 each
Manual Financial Transactions $1.50 each
Manual Non-Financial Transactions $0.75 each
Shareholder/Dealer Telephone Calls
(received/placed) $2.50 each
Letters to Shareholders/Dealers $1.50 each
Fund Implementation Fee
-----------------------
(per new CUSIP established) $1,500
Out-of-Pocket Expenses
----------------------
Out-of-pocket expenses are billed as incurred and include, but are not
limited to: mailing expenses (i.e., statements, stationery, checks,
certificates, sales literature, printing, postage, etc.), telecommunication
expenses, equipment/software expenses (client-site only), programming
expenses (i.e., charges necessary to establish consolidated statement),
microfiche, freight, ACH bank charges, and all other expenses incurred on the
Fund's behalf.
