EXHIBIT 99.9
TRANSFER AGENCY AGREEMENT
AGREEMENT made this 30th day of December, 1988 between
XXXXXXX XXXXX U.S.A. GOVERNMENT RESERVES, an unincorporated
business trust organized and existing under the laws of the
Commonwealth of Massachusetts, having its principal office and
place of business at Plainsboro, New Jersey (hereinafter referred
to as the "Trust"), and Xxxxxxx Xxxxx Financial Data Services,
Inc., a corporation organized and existing under the laws of the
State of New Jersey, having its principal office and place of
business at Somerset, New Jersey (hereinafter referred to as the
"Transfer Agent").
W I T N E S S E T H
that for and 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, unless the context otherwise requires, shall have the
following meanings:
1. "Authorized Officer" shall be deemed to be the
Chairman, President, any Vice President, the Secretary, and the
Treasurer of the Trust, or any other person duly authorized by
the Board of Trustees of the Trust to execute any certificate,
instruction, notice or other instrument on behalf of the Trust.
2. "Certificate" shall mean any notice, instruction
or other instrument in writing authorized or required by this
Agreement to be given to the Transfer Agent, which is actually
received by the Transfer Agent and signed on behalf of the
Trust by any two Authorized Officers.
3. "Custodian" shall mean the custodian of all
of the securities and all monies owned by the Trust.
4. "Shares" shall mean all or any part of the
shares of beneficial interest of the Trust which are autho-
rized and issued by the Trust.
5. "Written Instructions" shall mean written
communications by telex or any other such system whereby
the receiver of such communications is able to verify by
codes or otherwise with a reasonable degree of certainty
the authenticity of the sender of such communication.
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ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. The Trust hereby constitutes and appoints the
Transfer Agent as transfer agent for all of the Shares issued
by the Trust during the period of this Agreement as the same
shall from time to time be constituted.
2. The Transfer Agent hereby accepts appointment
as transfer agent and agrees to perform the duties thereof
as hereinafter set forth.
3. In connection with such appointment, the Trust
shall deliver or in the case of item (e), make available upon
request, the following documents to the Transfer Agent:
(a) A certified copy of the Declaration of Trust
or other document evidencing the Trust's form of organization
(such document hereinafter being referred to as the "Charter")
and all amendments thereto;
(b) A certified copy of the By-Laws of the Trust;
(c) A certified copy of a resolution of the
Board of Trustees of the Trust appointing the Transfer Agent
and appointing an Authorized Officer of the Trust to execute
this Transfer Agency Agreement;
(d) A certificate signed by the Secretary of
the Trust specifying the number of authorized Shares of the
Trust and the number of such authorized Shares issued and
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currently outstanding, the names and specimen signatures of
the officers of the Trust and the name and address of the
legal counsel for the Trust;
(e) Copies of the Registration Statements,
as amended to date, filed by the Trust with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, and the investment Company Act of 1940, as amended,
together with any applications filed in connection therewith;
(f) A certified copy of the order or consent
of each governmental or regulatory authority, required by law
for the issuance of the Shares of the Trust, and an opinion of
legal counsel for the Trust that the order or consent of no
other governmental or regulatory authority is required;
(g) opinion of counsel for the Trust with
respect to the validity of the authorized and outstanding
Shares of the Trust and the status of such Shares under the
Securities Act of 1933, as amended, and any other applicable
federal or state law or regulation (i.e., if subject to
registration, that they have been registered and that the
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Registration Statement has become effective or, if exempt,
the specific grounds therefor); and
(h) A signature card bearing the signatures
of the Authorized Officers of the Trust who will be the only
persons authorized to sign Written Instructions and requests.
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. The Trust is authorized to issue an unlimited
number of Shares and shall deliver to the Transfer Agent the
following documents on or before the effective date of any
decrease in the total number of Shares of the Trust authorized
to be issued:
(a) A certified copy of the amendment to
the Charter giving effect to such decrease;
(b) A certified copy of the order or consent
of each governmental or regulatory authority, required by
law for the decrease in the number of Shares
authorized to be issued, and an opinion of counsel for the
Trust that the order or consent of no other governmental or
regulatory authority is required; and
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(c) An opinion of counsel for the Trust with
respect to the validity of the Shares the Trust and the status
of such Shares under the Securities Act of 1933, as amended,
and any other applicable federal or state 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)
as amended, and any other applicable federal or state 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
ISSUE, REDEMPTION, AND TRANSFER OF SHARES
OF BENEFICIAL INTEREST OF THE TRUST
1. A written order for the purchase of Shares
actually received by the Transfer Agent through the mail
shall be accepted by the Transfer Agent if such order:
(a) Consists of a Share purchase application
designed by the Trust which is completed and signed by the
purchaser or his authorized agent, or, in the case of an order
for the account of an existing Shareholder, consists of either
the detachable stub from a Statement of an Account previously
sent to such Shareholder pursuant to paragraph 9 of this Article
IV, or a signed writing indicating the name, address, and social
security number of each person in whose name the Shares are to
be registered and the account number; and
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(b) Is accompanied by a check drawn in U.S. dollars on
a U.S. bank and payable to the order of Xxxxxxx Xxxxx Funds
Distributor, Inc. ("Distributor"), or such other entity as may be
approved in a Certificate, for an amount which satisfies the
minimum purchase requirements set forth in paragraph 5 of this
Article IV.
2. A bank wire order actually received by the Transfer
Agent for the purchase of full and fractional Shares ("bank wire
purchase order") shall be accepted by the Transfer Agent and the
wired funds delivered to the Custodian if such bank wire purchase
order:
(a) Is for an amount which satisfies the minimum
purchase requirements set forth in paragraph 4 of this Article IV;
(b) Includes the name of the Trust;
(c) Specifies (i) in the case of a bank wire
purchase order for the account of an existing Shareholder, the
name of the Shareholder and the Shareholder's account number, or
(ii) in the case of a bank wire purchase order for a person not an
existing Shareholder the name, address, and social security number
of each person in whose name the Shares are to be registered.
3. An order for the purchase of Shares actually
received by the Transfer Agent form the Distributor shall be
accepted by the Transfer Agent if such order:
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(a) Is for an appropriate 'amount within the
meaning of paragraph 4 of this Article IV; and
(b) Specifies (i) in the case of an order for the
account of an existing Shareholder, such Shareholder's account
number, or (ii) in the case of an order for a person not an
existing Shareholder, the name, address, and social security
number of each person in whose name the Shares are to be
registered.
4. The Transfer Agent shall not accept any order for
the purchase of Shares unless such order satisfies the following
minimum purchases requirements:
(a) The minimum purchase in the case of an initial
purchase order the the account of a person not a Shareholder at
the time of such order is $5,000.00.
(b) The minimum purchase in the case of a purchase
order for the account of a Shareholder at the time of such order
is $1,000.00.
(c) The minimum purchase of the case of an initial
purchase order which states the such order is for a Xxxxx,
Pension, Profit-Sharing or Individual Retirement Account is
$250.00 per plan. There shall be no minimum applicable with
respect to subsequent purchase orders in connection with such
plans.
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(d) The minimum purchase in the case of an initial
purchase order which states that such order is for an account
advised by a bank or an investment advisor registered under the
Investment Adviser Act of 1940, including the Investment Adviser
of the Trust, is $300.00.
(e) The minimum purchase in the case of a purchase
order which states that such order is for an existing account
advised by a bank or an investment adviser registered under the
Investment Advisers Act of 1940 is $100.00.
(f) There shall be no minimum purchase requirement
with respect to a purchase order for the account of an existing
Shareholder who has been advised by the Trust that the value of
his account is less than $1,000.00 and that the Shares in his
account may be redeemed unless additional Shares are purchased.
5. The Transfer Agent shall have no duty or obligation
to accept any purchase order not satisfying all the requirements
of any one of the first three paragraphs of this Article IV and
shall be free to reject any such order without the giving of any
notice.
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6. Upon the Transfer Agent's acceptance of an order
for the purchase of Shares, the Transfer Agent shall furnish
the Custodian with an advice specifying (a) the number of Shares
sold, trade date and price, and (b) the amount of money to be
received by the Custodian for the sale of such Shares.
7. A purchase order accepted pursuant to this
Article by the Transfer Agent shall become effective on the
day Federal Funds are made available to the Custodian with
respect to such order, provided, however, that in the event
Federal Funds are received with respect to a purchase order
after the close of trading on the New York Stock Exchange, Inc.
such order shall become effective on the next business day.
8. The Transfer Agent shall, when so instructed by
a Shareholder on forms prescribed by the Trust and acceptable
to the Transfer Agent draw a pre-authorized check of $50 or more on
the Shareholder's regular bank account on the specific date in
each month or quarter, as specified in such form, to be applied
to the purchase of full and fractional Shares to be held in the
Shareholder's account by the Transfer Agent and shall process
such check for collection. The Transfer Agent shall at all times
have the absolute right, without the prior consent of the Trust,
to amend or cancel this service for any Shareholder, and shall do
so whenever directed in a writing signed by the Shareholder that
is actually received by the Transfer Agent. The Transfer Agent
shall automatically cancel this service to any Shareholder whenever
any pre-authorized check is returned as being uncollected.
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9.(a) On the business day next succeeding the day
on which (i) a purchase order becomes effective or (ii) Federal
Funds with respect to a pre-authorized check drawn by the
Transfer Agent have been received, the Transfer Agent shall,
unless it would result in an over-issue of Shares as defined
in Section 8-104(2) of the Uniform Commercial Code, issue the
appropriate number of full and fractional Shares based on the
net asset value per Share as next determined after the purchase
order became effective or Federal Funds with respect to the
pre-authorized check were made available to the Custodian, as
the case may be, and hold such Shares in the account for which
the purchase order was accepted or the pre-authorized check
drawn; provided, however, that the Transfer Agent shall not
be required to issue any Shares after it has received from an
Authorized Officer of the Trust or from any appropriate Federal
or State authority written notification that the sale of the
Shares has been suspended or discontinued, and the Transfer
Agent shall be entitled to rely upon such written notification.
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Promptly after the issuance of such Shares, the Transfer Agent
shall send to the Purchaser or his authorized agent at the
address appearing on the books of the Transfer Agent a Statement
of Account indicating that amount of full and fractional Shares
purchased (in the case of fractional Shares, rounded to three
decimal places), the price per Share, and the balance in the
account as of the date of such Statement of Account. In no
event shall the Transfer Agent be required to issue any
certificate for any Shares.
(b) Notwithstanding paragraph 14 of this Article
IV, on the last Friday of each month the Transfer Agent
shall upon receipt of (i) an advice from an Authorized officer
of the Trust specifying the per Share dividend for each day
during such month and (ii) an advice from the Custodian that
the aggregate amount of such per Share dividends has been
received by it, unless it would result in an overissue as
defined in Section 8-104(2) of the Uniform Commercial Code,
issue to each Shareholder the appropriate amount of full and
fractional Shares, based on the net asset value per Share
determined as of the close of trading on the Mew York Stock
Exchange, Inc. on such day. Shares so issued shall be credited
to the account which holds the Shares on which the dividends
were paid. Notwithstanding the foregoing, the Transfer Agent
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shall not be required to issue any Shares after it has received
from an Authorized Officer of the Trust or from any appropriate
Federal or State authority written notifications that the sale of
the Shares has been suspended or discontinued and the Transfer
Agent shall be entitled to rely upon such written notification.
10. A written redemption request actually received
by the Transfer Agent for the redemption of Shares shall be
accepted by the Transfer Agent if:
(a) Such redemption request specifies either
(i) the number of full and fractional Shares to be redeemed,
or (ii) the dollar value, based on the net asset value next
determined after the Transfer Agent's acceptance of such:
request, of Shares to be redeemed;
(b) Such redemption request is signed by all
of the registered owners of the Shares; and
(c) Either (i) all the signatures contained
in the redemption request are subject to a signature guarantee
of a national bank or other bank which is a member of the
Federal Reserve System or a firm of any national or regional1
stock exchange acceptable to the Transfer Agent and the Trust
given not more than 30 days prior to the Transfer Agent's actual
receipt of the redemption request or (ii) if the redemption
proceeds are in excess of $1000, the request specifies a
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domestic bank account, previously designated in a signed writing
with appropriate signature guarantees received from the
Shareholder named in the written request, to which the redemption
proceeds are to be wired.
11. A telephone, telegraph, or telex (or other similar
device) redemption request actually received by the Transfer Agent
shall be accepted by the Transfer Agent if:
(a) Such redemption requests specifies either (i)
a number of full and fractional Shares having a value equal to or
in excess of $1,000 based on the net asset value next determined
after the Transfer Agent's acceptance of such request, or (ii) a
dollar value of Shares to be redeemed in excess of $1,000 based on
the net asset value next determined after the Transfer Agent's
acceptance of such request, and
(b) Such redemption request specifies the full
name of the Shareholder, the number of the account which the
Shares are held by the Transfer Agent and, in the case of a
telegraph, or telex (or other similar device) redemption request,
the name of the Trust; and
(c) The Transfer Agent has previously received a
signed writing from the Shareholder named in the telephone,
telegraph, or telex or other similar device redemption request
with each signature thereon guaranteed by a national bank or
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other bank which is a member of the Federal Reserve System or a
member firm of any national or regional stock exchange acceptable
to the Transfer Agent and the Trust, electing to utilize such
redemption procedures and designating the domestic bank account
specified in the redemption request.
12. A redemption request actually received by the
Transfer Agent from Distributor shall be accepted if such request
specifies (a) the number of full and fractional Shares to be
redeemed; and (b) the full name of the Shareholder and the number
of the account in which the Shares are held by the Transfer Agent.
13. The Transfer Agent shall, when instructed by a
Shareholder on a form prescribed by the Trust and acceptable to
the Transfer Agent, redeem on the 24th day of each calendar month
or calendar quarter, as the case may be, or if such day is not a
business day on the next succeeding day which is a business day, a
sufficient number of shares in the Shareholder's account to
generate the amount of redemption proceeds the Shareholder elects
from time to time to receive; provided, however, that a direction
from a Shareholder to redeem Shares shall be acted upon by the
Transfer Agent only if such Shareholder has previously purchased
Shares having a value, based on cost of the public offering price
on the day on which a redemption is to be made, of at least
$5,000, in the case of quarterly redemptions, and at least
$10,000, in the case of monthly redemptions.
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Such redemptions shall be made at the net asset value per.
Share applicable to such last Friday of such month
or quarter, as the case may be.
14. The Transfer Agent shall, when instructed by
Shareholder on a form prescribed by the Trust and acceptable
to the Transfer Agent, redeem on the last Friday of each calendar
month the number of Shares Purchased-for such Shareholder
by the reinvestment of dividends and distributions paid during
such month, provided, however, that the Transfer Agent shall not,
act upon any such direction received from a Shareholder who has
directed the Transfer Agent to act pursuant to paragraph 13 of
this Article IV unless such direction has previously been
withdrawn. Redemptions pursuant to this paragraph shall be at
the net asset value per Share, including accrued dividends,
determined as of the close of the trading on the New York
Stock Exchange, Inc. on the last Friday of such month.
15. A redemption request actually received by the
Transfer Agent to redeem Shares held in the account of a Share-
holder for at least 60 days and pay the proceeds of such redemp-
tion to the Transfer Agent for any of the investment companies
in the most recent and currently effective prospectus for the
Trust shall be accepted by the Transfer Agent if such request:
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(a) Specifies the Shareholder account number
from which the Shares are to be redeemed;
(b) Specifies either (i) a number of full and
fractional Shares to be redeemed or (ii) a dollar value, based
on the net asset value next determined after the Transfer
Agent's acceptance of such request, of Shares to be redeemed;
(c) Specifies the name of the above investment
company to whose Transfer Agent the proceeds of redemption
are to be sent; and
(d) Consists of either (i) a writing signed
by each registered owner of the Shares to be redeemed with
each signatures guaranteed by a national bank or a member
firm of any regional stock exchange acceptable to the Transfer
Agent and the Trust or (ii) a wire received from Distributor.
16. The Transfer Agent shall accept a Certificate
directing the redemption of Shares ("a redemption direction"),
provided such Certificate:
(a) Specifies the number of the account in
which is held the Shares to be redeemed;
(b) Specifies either (i) the number of full
and fractional Shares to be redeemed or (ii) directs that
all the Shares in such account are to be redeemed; and
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(c) States that such redemption either (i) is
necessary in order for the Trust not to be deemed a personal
holding company within the meaning of the Internal Revenue Code of
1954, as amended, or (ii) is a proper exercise of the Trust's
right to redeem Shares in an account when the value of the Shares
in such account is below a minimum amount established by the Trust
and has remained below such amount after appropriate notice was
given to the owner of such account by the Trust.
17. The Transfer Agent shall accept checks drawn on the
Trust's account ("redemption checks") and effect a redemption of
full and fractional Shares having a value equal to the amount of
such check provided:
(a) Such check contains the Shareholder account
number of the signer(s) of such check;
(b) Such check is signed by each registered owner
of Shares in such account;
(c) Each drawer has previously elected in writing
to use the check redemption privilege and has supplied the
Transfer Agent with a signature card and any other documents
required by the Transfer Agent;
(d) Acceptance of such check would not conflict
with the rules, regulations and procedures of the account of the
Trust.
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(e) Such check is for an amount of at least
$500.00; and
(f) The Shares in the account have a value
based on the net asset value next determined after presentment
of such check at least equal to the amount of such check.
18. A redemption request, a redemption direction,
and a redemption check accepted prior to the close of trading
on the New York Stock Exchange, Inc. shall become 'effective on
the day of acceptance. A redemption pursuant to paragraph 13
of this Article IV shall become effective on the 24th day of
the calendar month, or if such day is not a business day on the
next succeeding day which is a business day, and a redemption
pursuant to paragraph 14 of this Article IV shall become effective
on the last Friday of the calendar month, calendar year or
calendar quarter, as the case may be, and a redemption request,
a redemption direction, and a redemption check accepted after the
close of trading on the New York Stock Exchange, Inc. shall
become effective on the next succeeding business day. All redemptions
of Shares shall be at the net asset value, including accrued dividends,
next determined after the redemption, redemption request, redemption
direction, or redemption check became effective.
19. The Transfer Agent shall have no duty or obligation
to accept any redemption request, redemption check, redemption
direction or to effect any redemption except as hereinbefore provided.
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20. Upon the effectiveness of a redemption request,
redemption check, redemption direction or redemption pursuant
to paragraphs 10, 11, 12, 13, 14, 15, 16 or 17 of this Article,
the Transfer Agent shall deliver to the Custodian an advice
setting forth the number of Shares redeemed and the amount
to be paid for such Shares, and stating that such Shares are
valid and in good form for redemption. After the Transfer
Agent has received moneys paid to it by the Custodian for the
redemption of Shares the Transfer Agent shall (i) in the case of a
check redemption, deposit such moneys in the account of the Trust
on which the redemption check was drawn; (ii) in the case of a
redemption that specifies a previously designated domestic bank
account, wire Federal Funds to such account on the business day
next succeeding ,the business day on which the redemption request
became effective, (iii) in the case of a redemption request from
the Distributor, make payment to the Distributor on the business
day next succeeding the business day on which the redemption
request became effective; (iv) in the case of an exchange
privilege described in paragraph 15 of this Article pay the
proceeds of such redemption to the designated transfer agent for
such investment company on the business day next succeeding the
business day on which such redemption became effective; and (v) in
all other cases mail the redemption proceeds in the form of a
check, payable to the order of the registered owner(s) of the
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Shares, to the address as it appears on the books of the Transfer'
Agent on the business day next succeeding the business day on
which the redemption request or redemption direction became
effective, provided, however, that in the event Shares being
redeemed were purchased within 30 calendar days of the date of the
effectiveness of the redemption request, redemption check, or
redemption direction, the Transfer Agent may delay acting in
accordance with this paragraph until the second succeeding
business day after the redemption request, redemption check, or
redemption direction became effective.
21. All Shares redeemed pursuant to this Article shall
be canceled by the Transfer Agent.
22. The Transfer Agent shall effect a transfer of
Shares by the registered owner(s) thereof upon the Transfer
Agent's receipt of a letter of instructions signed by the
registered owner(s), with all signatures guaranteed by a national
bank or other bank which is a member of the Federal Reserve System
or by a member firm of any national or regional stock exchange,
acceptable to the Transfer Agent and the Trust dated not more than
30 days prior to the date of receipt by the Transfer Agent, which
specifies the name, address and social security number of the
transferee.
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23. Notwithstanding any provision contained in this
Agreement to the contrary, the Transfer Agent may require as a
condition when he transfers redemption of any Shares or such
documents as the Transfer Agent may deem necessary to evidence the
authority of the person requesting the transfer or redemption and
the payment of any taxes. In the case of small estates, where no
administration is contemplated, the Transfer Agent may, when
furnished with an appropriate surety bond, without further approval
of the Trust, transfer or redeem Shares registered in the name of
the deceased when the current market value of the Shares being
registered does not exceed $2,000.00. The Transfer Agent may, in
effecting transfers or redemptions, rely upon the uniform Act for
the Simplication of Fiduciary Securities Transfers or the Uniform
Commercial Code, as the same may be amended from time to time,
which in the opinion of legal counsel for the Trust or the Trans-
fer Agent's own legal counsel protect the Transfer Agent in not
requiring certain documents in connection with the transfer or
redemption of Shares, and the Trust shall indemnify the Transfer
Agent for any act done or omitted in reliance upon such laws or
opinions of counsel.
24. The Transfer Agent shall when so directed
in a Certificate, suspend the right of redemption or postpone
the date of payment of the proceeds of redemption for more
than 7 calendar days following the day on which tender for
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redemption is made (1) for any period during which the New
York Stock Exchange, Inc. is closed other than on customary
weekend and holiday closings; (2) for any period during which,
as determined by the Securities and Exchange Commission by
rule, regulation or orders, (i) trading on the New York
Stock Exchange, Inc. is suspended or (ii) an emergency exists
as a result of which disposal by the Trust of its portfolio
securities is not reasonably practicable or it is not reasonably
practicable to determine the value of the Trust's net assets; or
(3) for such other periods as the Securities and Exchange
Commission may by order permit.
25. Prior to the close of business on each business
day the Trust shall deliver or cause to be delivered to the
Transfer Agent an advice setting forth the net asset value
of the Shares of the Trust, and the Transfer Agent shall be
entitled to rely upon such advice and shall not be responsible
for the accuracy of the same.
26. Not later than the last day of the first week
of each calendar month the Transfer Agent shall mail to each
Shareholder or his authorized agent, at the address appearing
on the books of the Transfer Agent, a Monthly Activity Statement
indicating each purchase and redemption by or for tile account of
such Shareholder for the prior calendar month, specifying the
date, amount of full and fractional Shares purchased or redeemed,
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as the case may be, the price at which the same were purchased
or redeemed, the balance in the Shareholder's account after giving
effect to each purchase or redemption, and the closing balance in
such account as of the Friday of the calendar month.
27. After the close of business on each business day
the Transfer Agent shall adjust the number of Shares outstanding
as of the close of business on such day by adding to the number of
Shares outstanding at the start of such day (i) the number of
shares for which purchase orders were accepted on such day, (ii)
the number of Shares for the pre-authorized checks were drawn by
the Transfer Agent on such day, and (iii) the number of Shares
purchased by the reinvestment of dividends or distributions on
such day, and subtract therefrom (a) the number of Shares for
which a redemption request was accepted on such day, (b) the
number of Shares for which a redemption direction was accepted on
such day, (c) the number of Shares for which a redemption check
was received on such day, and (d) thenumber of Shares redeemed
pursuant to paragraphs 13 or 14 of this Article on such day on
the next business day the Transfer Agent shall send to the Trust
an advice setting forth the number of Shares outstanding as of
the close of business on the preceding business day.
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28. The Transfer Agent shall orally advise any
telephone caller, without regard to the identity of the caller, of
the number of full and fractional Shares owned by any registered
owner at the time of receipt of such telephone call if, but only
if, the telephone called specifies either:
I. (a) The name(s) of the registered owner(s)-
(b) The address of the registered owner(s)
appearing on the books of the Transfer
Agent;
(c) The registered owner's(s') account number;
and
(d) The social security number of the registered
owner(s);
or
II. (a) The Financial Consultant number appearing on
the books of the Transfer Agents; and
(b) The account number of the registered owner.
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ARTICLE V
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Trust shall furnish to the Transfer Agent a
certified resolution of the Board of Trustees of the Trust
authorizing the declaration of dividends or distributions on a
daily basis and I authorizing the Transfer Agent to rely on a
Certificate specifying the date of the declaration of such
dividend or distribution, 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.
2. Upon the payment date specified in such resolu-
tion, or Certificate the Transfer Agent shall accrue for each
Share issued and outstanding at the opening of business on such
payment date the total amount payable as a dividend or distri-
bution with respect to such Shares. On the last Friday of
each month the Transfer Agent shall act in accordance with the
provisions of Article IV.
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3. The Transfer Agent shall in no way be responsible
for the determination of the rate of dividend or distributions due
to the Shareholders.
4. It is understood that the Transfer Agent shall file
such appropriate information returns concerning the payment of
dividends and capital gain distributions with the proper Federal,
State and local authorities as may be required by law to be filed
by the Trust, but shall in no way be responsible for the collec-
tion or withholding of taxes due on such dividends or distribu-
tions due to Shareholders unless required of it by applicable law.
ARTICLE VI
CONCERNING THE TRUST
1. The Trust shall promptly deliver to the Transfer
Agent written notice of any change in the officers authorized to
sign Written Instructions or requests, together with a specimen
signature of each new Authorized Officer.
2. At any time the Transfer Agent may apply to an
Authorized Officer of the Trust for Written Instructions, and may
consult counsel for the Trust or its own counsel, with respect to
any matter arising in connection with the appointment, and shall
not be liable for any action taken or omitted by it in good
faith in accordance with such Written Instructions or such
opinion of counsel.
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3. The copy of the Charter of the Trust and copies-
of all amendments thereto shall be certified by the Secretary
of State (or other appropriate official) of the state of organ-
ization, and if such Charter 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. A copy of the
order or consent of each governmental or regulatory authority
required by law as a prerequisite to the issuance of Shares of
the Trust shall be certified by the Secretary or other proper
officer of such governmental or regulatory authority The copy
of the By-Laws and copies of all amendments thereto, and copies
of resolutions of the Board of Trustees of the Trust, shall be
certified by the Secretary of the Trust under the corporate
seal.
4. The Trust or its authorized agent shall be respon-
sible for the valuation of its Shares with respect to all purchase
and redemption orders.
ARTICLE VII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent shall not be liable and shall be
fully protected in acting upon any paper, document, or telephone
- 28 -
instruction believed by it to be genuine and to have been signed
or made by the proper person or persons 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 Trust or such person.
2. The Transfer Agent shall keep such records in the
form and manner as it may deem advisable but not inconsistent with
the rules and regulations of appropriate government authorities.
The Transfer Agent may deliver to the Trust from time to time at
its discretion, for safekeeping or disposition by the Trust in
accordance with law, such records, papers or documents, including
checks drawn on the Trust's account and signed by Shareholders,
accumulated in the execution of its duties as such Transfer-Agent,,
as the Transfer Agent may deem expedient, and the Trust assume all
responsibility for any failure thereafter to produce any record,
paper or document so returned, if and when required. The records
maintained by the Transfer Agent pursuant this Paragraph,
including the records described in Schedule A annexed hereto and
made a part hereof, which have not been previously delivered to
the Trust pursuant to the foregoing provisions of this paragraph,
shall be considered to be the property of the Trust and such
records shall be delivered to the Trust on 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.
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3. The Transfer Agent may, in connection with its
appointment, employ agents or attorneys in fact, and shall not
be liable for any loss arising out of or in connection with its
actions under this appointment so long as it acts in good faith
and is not negligent or guilty of any willful misconduct. The
Trust 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 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 and without negligence
in reliance upon any (i) written, telephone or wire purchase order,
redemption request or instruction received by the Transfer Agent
pursuant to this Agreement, (ii) instrument or order believed by it
to be genuine and to be signed, countersigned or executed by any
duly authorized person or persons, (iii) Certificate or oral or
written Instruction of an Authorized Officer of the Trust or (iv)
opinion of legal counsel for the trust or the Transfer Agent. The
Trust 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 and liabilities of
any and every nature which the Transfer Agent may sustain or incur
or which
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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 connection with its appointment in reliance
upon any law, act, regulation or interpretation of the same by an
appropriate governmental agency even though the same may
thereafter have been altered, changed, amended or repealed. In
order that the indemnification provision contained in this
paragraph 3 shall apply, upon the assertion of a claim for which
the Trust may be required to indemnify the Transfer Agent, the
Transfer Agent shall promptly notify the trust of such assertion,
and shall keep the Trust advised with respect to all developments
concerning such claim. The Trust shall have the option to
participate with the Transfer Agent in the defense of such claim.
The Transfer Agent shall in no case confess any claim of make any
compromise in any case in which the Trust may be required to
indemnify the Transfer Agent except with the Trust's prior written
consent.
4. Specifically, but not by way of limitation, the
Trust 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 and
liabilities of any and every nature which the Transfer Agent may
sustain by any person in connection with the Transfer Agent's
capacity and authorization to issue shares of the Trust and the
form and amount of authorized Shares of the Fund.
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5. The Transfer Agent will supply Shareholder lists
to the Trust from time to time upon receiving a request therefor
from an Authorized officer of the Trust.
6. In case of any requests or demands for the in-
spection of the Shareholder records of the Trust, the Transfer
Agent will endeavor to notify the Trust and to secure instructions
from an Authorized Officer of the Trust as to such inspection.
The Transfer Agent reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its
counsel that it nay be held liable for the failure to exhibit the
Shareholder records to such person.
7. At the request of an Authorized officer of the
Trust, the Transfer Agent will address and mail such appropriate
notices to Shareholders as the Trust may direct.
8. The Transfer Agent shall not be responsible for
the valuation of the Shares of the Trust with respect to purchase
and redemption orders, and shall be furnished such valuations by
the Trust or its agent.
9. The Transfer Agent shall not be responsible for
the payment of any original issue or other taxes required to be
paid by the Trust in connection with the issuance or transfer of
any Shares.
10. 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:
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(a) The legality of the issue or sale of any
Shares of the Trust, or the sufficiency of the amount to be
received therefor;
(b) The legality of the redemption of any Shares
of the Trust, or the propriety of the amount to be paid therefor;
(c) The legality of the declaration of any
dividend by the Trust, or the legality of the issue of any Shares
of the Trust, in payment of any stock dividend; or
(d) The legality of any recapitalization or
readjustment of the Shares of the Trust.
11. The Transfer Agent shall be entitled to receive and
the Trust hereby agrees to pay to the Transfer Agent its out-of-
pocket expenses and such compensation as may be agreed from time
to time by the Transfer Agent and the Trust.
12. The Transfer Agent hereby agrees to hire, purchase,
develop and maintain such dedicated personnel, facilities,
equipment, software, resources and capabilities as may be
reasonably determined by the Fund to be necessary for the
satisfactory performance of the duties and responsibilities of the
Transfer Agent under the Agreement.
ARTICLE X
TERMINATION
1. 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 90 days after the date of receipt of such notice, in the
event such notice is given by the Trust, it shall be
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accompanied by a copy of a resolution of the Board of Trustees
of the Trust, certified by the Secretary or any Assistant
Secretary electing to terminate this Agreement and designating
a successor transfer agent or transfer agents. In the event
such notice is given by the Transfer Agent, the Trust shall,
on or before the termination date, deliver to the Transfer
Agent a copy of a resolution of its Board of Directors certi-
fied by the Secretary or any Assistant Secretary designating a
successor transfer agent or transfer agents. In the absence of
such designation by the Trust, the Transfer Agent may designate
a successor transfer agent. If the Trust fails to designate a
successor transfer agent and if the Transfer Agent is unable
to find a successor transfer agent, the Trust shall upon the date
specified in the notice of termination of this Agreement 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.
ARTICLE XI
MISCELLANEOUS
1. Any notice or other instrument in writing, au-
thorized or required by this Agreement to be given to the Trust
- 34 -
shall be sufficiently given if addressed to the Trust and mailed
or delivered to it as its primary office in Plainsboro, New Jersey
or at such other place as the Trust may from time to time
designate in writing.
2. Any notices 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 it at its primary office
in Somerset, New Jersey or at such other place as the Transfer
Agent may from time to time designate in writing.
3. 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.
4. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Trust without the written consent of the
Transfer Agent.
5. This Agreement shall be construed in accordance with
the laws of the State of New York.
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6. The Declaration of Trust establishing the Trust,
dated January 21, 1975, a copy of which, together with all
amendments thereto (the "Declaration") , is on file in the
office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Xxxxxxx Xxxxx Ready Assets Trust"
refers to the Trustees under the Declaration collectively
as Trustees, but not as individuals or personally; and no
Trustee, shareholder, officer, employee or agent of the Trust
shall be held to any personal liability, nor shall resort be
had to their private property for the satisfaction of any
obligation or claim otherwise in connection with the affairs
of said Trust by the Trust Estate only shall be liable.
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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers, thereunto
duly authorized and their respective seals to be hereunto affixed,
as of the day and year first above written.
XXXXXXX XXXXX U.S.A. Government Reserves
By
---------------------------------
ATTEST
---------------------------------
XXXXXXX XXXXX FINANCIAL DATA
SERVICE, INC.
BY
---------------------------------
ATTEST:
---------------------------------
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Schedule A
The Transfer Agent will establish, maintain and provide to the
Trust the following:
A. Daily Journal of Subscription Receipts, Availability and
Funds Transfers to Custody.
B. Daily Journal of Redemption Payment Demand.
C. Daily Sales and Transaction Journals containing the day's
detail of all transactions.
D. Daily Closed Account Journal.
E. Daily Dividend Proof (Daily & Monthly).
F. Daily Redemption Blotter.
G. Daily Shares Proof (Daily & Monthly).
H. Daily Master Control Proof.
I. Daily Prospectus Mailing Report.
J. Daily Blue Sky Report (frequency as agreed upon).
K. Daily Quality Control Reports.
L. Large Item Report.
M. Weekly Status Report.
N. Research and Correspondence Status Report.
O. Monthly Sales by State and Dividends Reinvested.
P. Monthly Shareholders Master File List.
Q. Monthly Record of out-of-pocket Cost Incurred.
