TRANSFER AGENCY AGREEMENT
Agreement made as of the 9th day of April,
1998, between each fund listed on the attached Schedule A having
its principal office and place of business at 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (each fund hereinafter referred to as
the "Fund"), and Xxxxx & Xxxx Services Inc., a Delaware
corporation, having its principal office and place of business at
000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (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 shall have
the following meanings:
1. "Approved Institution" shall mean an entity so named in a Certificate.
From time to time the Find 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. "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.
3. "Custodian" shall mean The Bank of New York, as custodian under the
terms and conditions of the Custody Agreement between The Bank of New York and
the Fund, or its successor(s).
4. "Fund Business Day" shall be deemed to be each day on which the New York
Stock Exchange, Inc. is open for trading.
5. "Officer" shall be deemed to be the Fund's Chairman of the Board, the
Fund's President, any Vice President of the Fund, the Fund's Secretary, the
Fund's Treasurer, the Fund's Controller, any Assistant Controller of the Fund,
any Assistant to the Board of Directors of the Fund to execute any Certificate,
instruction, notice or other instrument on behalf of the Fund and named in the
Certificate annexed hereto as Appendix
A, as such Certificate may be amended from time to time, and any person
reasonably believed by the Transfer Agent to be such a person.
6. "Series" shall mean the various portfolios of the Fund as described from
time to time in the current and effective Prospectus.
7. "Shares: shall mean all or any part of each class of the shares of
capital stock of the Fund and of any Series of the Fund listed in the
Certificate annexed hereto as Appendix B, as may be amended from time to time,
which from time to time are authorized and/or issued by the Fund.
8. "Prospectus" shall mean the last Fund prospectus actually received by
the Transfer Agent from the Fund with respect to which the Fund has indicated a
registration statement under the Federal Securities Act of 1933 has become
effective, including the statement of Additional Information incorporated by
reference therein.
9. "Transfer Agent" shall mean Xxxxx & Tang Services, Inc, as transfer
agent and divided disbursing agent under the terms and conditions of this
Agreement, its successor(s) or assign(s).
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. 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 the duties thereof as
hereinafter set forth.
3. In connection with such appointment, the Fund shall deliver the
following documents to the Transfer Agent:
(a) A certified copy of the Articles of Incorporation of the Fund and all
amendments thereto;
(b) A certified copy of the By-Laws of the Fund;
(c) A certified copy of a resolution of the Board of Directors of the Fund
appointing the Transfer Agent and authorizing the execution of this Transfer
Agency Agreement;
(d) A Certificate signed by the Secretary of the Fund specifying with
respect to each Series: the number of authorized Shares, the number of
authorized Shares issued, and 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;
(e) Specimen Share certificates for each class of Shares in the form
approved by the Board of Directors of the Fund, together with a certificate
signed by the Secretary of the Fund as to such approval;
(f) 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
(g) Opinion of counsel for the Fund with respect to the validity of the
authorized and outstanding Shares, whether such Shares are fully paid and
non-assessable 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).
4. To the extent that the Fund issues certificates to its shareholders
pursuant to its current prospectus, the Fund shall furnish the Transfer Agent
with a sufficient supply of blank Share certificates and from time to time will
renew such supply upon request of the Transfer Agent. Such blank Share
certificates 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.
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
1. 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 appropriate 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, 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 of the Fund pursuant to
stock dividends or stock splits, etc., and prior to any reduction in the number
of shares outstanding, 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 of the Fund 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 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).
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 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. To the extent that the Fund issues certificates to its shareholders
pursuant to its current prospectus, the Fund 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 properly signed 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 section.
ARTICLE V
ISSUANCE, REDEMPTION, EXCHANGE AND TRANSFER OF SHARES
1. (a) The Transfer Agent shall 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, each (i) purchase order received from a purchaser, or shareholder,
whether or not an Approved Institution, (ii) exchange request involving shares
of certain other investment companies listed in the Fund's prospectus, and (iii)
redemption request either received from a shareholder, whether or not an
Approved Institution, or contained in a Certificate, provided, that (A) such
purchase order or redemption request, as the case may be, is reasonably believed
by the Transfer Agent to be in conformity with the Fund's purchase and
redemption procedures described in the Prospectus, (B) where such redemption
request states redemption instructions which vary from the instructions
indicated on the shareholder's original subscription order form, such request
contains a signature guarantee, (C) such exchange request contains a signature
guarantee and instructs exchange into a fund that is listed in the Fund's
current prospectus, and (D) the Transfer Agent has agreed to accept and act in
accordance with such type of purchase order or redemption request, as the case
may be.
(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 consistent in all respects with the Transfer
Agent's tape layout package, as amended from time to time, which is believed by
the Transfer Agent to be furnished by or on behalf of any Approved Institution.
2. On each Fund Business Day the Transfer Agent shall, as of the time at
which the Fund computes the net asset value of each Series, issue to, and redeem
from, the accounts specified in a purchase order, redemption request, or
computer tape 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 Series specified in an advice received on such
Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption
specified in a computer tape 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 orally
advise both the Fund and the Approved Institution which supplied such tape of
such discrepancy.
3. The Transfer Agent shall, as of each Fund Business Day specified in a
Certificate or resolution described in paragraph 1 of succeeding Article VI,
issue Shares of a Series, based on the net asset value per Share of such Series
specified in an advice received from the Fund on such Fund Business Day, in
connection with a reinvestment of a dividend or distribution on Shares of such
Series.
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 each Series (including fractional Shares)
issued and outstanding at the opening of business on such day; the total number
of Shares of each Series sold to Xxxxx & Xxxx Services Inc., as agent for the
purchasers, on such day, pursuant to preceding paragraph 2 of this Article; the
total number of Shares of each Series redeemed by Xxxxx & Tang Services Inc., as
agent for the respective redeeming shareholders, on such day; the total number
of Shares of each Series, if any, sold to Xxxxx & Xxxx Services Inc., as agent
for shareholders, on such day pursuant to preceding paragraph 3 of this Article,
and the total number of Shares of each Series issued and outstanding. On the
same day such statement is received by the Fund, the Fund shall confirm the
information contained therein by delivering to the Transfer Agent a Certificate
with respect to the same.
5. In connection with each purchase, each exchange and each redemption of
Shares, the Transfer Agent shall send such statements as are 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, issue and mail by not less than first class
insured mail, to such shareholder at the address set forth in the records of the
Transfer Agent, a Share certificate for any full Shares requested.
6. As of each Fund Business Day the Transfer Agent shall furnish the
Custodian 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 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 preceding paragraph 1(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 described in preceding paragraph 1(b) of the Article, make payment by
directing a federal funds wire order to the account previously designated by the
Approved Institution specified in said computer tape.
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. Shares which are subject to restriction on transfer or redemption
(including, without limitation, Shares acquired pursuant to a restrictive
investment representation, Shares held by controlling persons, Shares subject to
shareholder's agreements, etc.), other than the general restrictions on the
transferability of the shares described in the Prospectus, must be issued in
Share certificate form and must be stamped on the face thereof with a legend
describing the extent and conditions of the restriction or referring to the
source of such restriction, and shall be so issued and so legended by the
Transfer Agent only if the Fund so directs in a Certificate. Legended Shares may
not be transferred or redeemed except upon receipt by the Transfer Agent of an
opinion of counsel for the
Fund stating that such transfer or redemption is in accordance with applicable
law, and may be properly effected. The Transfer Agent shall be entitled to rely
upon such opinion and shall be indemnified by the Fund for any transfer or
redemption made in reliance upon any such opinion.
11. The Transfer Agent shall accept a computer tape consistent with the
Transfer Agent's tape layout package, 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.
12. (a) Except as otherwise provided in sub-paragraph (b) of this paragraph
and in paragraph 13 of this Article, Shares will be transferred, exchanged or
redeemed upon presentation to the Transfer Agent of Share certificates,
telephone redemption requests where such requests are authorized in the
subscription order form or in a subsequent written authorization or instructions
properly endorsed for transfer, exchange 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, exchange 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, exchange 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 which includes a domestic bank, a domestic credit
union, a member bank of the Federal Reserve System or a member firm of a
national securities exchange; pursuant to the Transfer Agent's standards and
procedures. The Transfer Agent also reserves the right to refuse the transfer,
exchange 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, exchanges 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,
exchange or redemption. The Transfer Agent may, in effecting transfers,
exchanges 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
except where such laws conflict with the Securities Act of 1933, the Securities
Exchange Act of 1934 or the Investment Company Act of 1940.
(b) Notwithstanding the foregoing or any other provisions 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.
13. 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 exchange or redemption of any Shares pursuant to a computer tape
described in this Article, any documents, including, without limitation, any
documents of the kind described in sub-paragraph (a) of paragraph 12 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.
14. (a) As used in this Agreement, the terms "computer tape" 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 inputted 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 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 inputted into 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.
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 with respect to a Series 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 payment 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 pay to the Transfer Agent an amount of cash, if any,
sufficient for the Transfer Agent to make the payment, if any, specified in such
Certificate or resolution, as the case may be, to the Shareholders of record as
of such payment 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 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.
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 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 of it by applicable law.
ARTICLE VII
CONCERNING THE FUND
1. The Fund shall promptly deliver to the Transfer Agent written notice of
any change in the Officers authorized to sign Share certificates, 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.
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 the corporate seal.
3. It shall be the sole responsibility of the Fund to deliver to the
Transfer Agent the Fund's currently effective Prospectus.
ARTICLE VIII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent shall not be liable and shall be fully protected in
acting upon any computer tape, writing or document reasonably 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 or 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 it reasonably believes
to bear the proper manual or facsimile signatures of the Officers of the Fund
and the property countersignature of the Transfer Agent.
2. The Transfer Agent may establish such additional procedures, rules and
regulations governing the transfer or registration of certificates of stock as
it may deem advisable and consistent with such rules and regulations generally
adopted by bank transfer agents.
3. The Transfer Agent shall keep such records as are specified in Appendix
C hereto in the form and manner, and for such period, as it may deem advisable
but not inconsistent with the rules and regulations of appropriate government
authorities, in particular Rules 31a-2 and 31a-3 under the federal Investment
Company Act of 1940 as amended from time to time. 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, Share certificates
which have been canceled in transfer, exchange or redemption, or other 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, and the
Fund shall assume all responsibility for any failure thereafter to produce any
record, paper, canceled Share certificate, or other document so returned, if and
when required. The records specified in Appendix C hereto maintained by the
Transfer Agent pursuant to this paragraph 3 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.
4. The Transfer Agent may employ agents or attorneys-in- fact at the
expense of the Fund, and shall not be liable for any loss or expense arising out
of, or in connection with, the actions or omissions to act of its agents or
attorneys-in-fact so long as the Transfer Agent acts in good faith and without
negligence or willful misconduct in connection with the selection of such agents
or attorneys-in-fact.
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 own failure to act in good
faith, negligence or willful misconduct.
6. 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 attorney's 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
and without negligence or willful misconduct or in reliance upon (i) any
provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order
including, without limitation, any computer tape 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; or (vi) any
opinion of legal counsel for the Fund or the Transfer Agent. 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 attorney's 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 and
without negligence or willful misconduct 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.
7. Specifically, but not by way of limitation, 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 attorney's 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 in connection with the Transfer Agent's capacity
and authorization to issue Shares and the form and amount of authorized Shares.
8. Notwithstanding the foregoing, the Transfer Agent shall be liable to the
Fund with respect to any redemption check which the Transfer Agent pays on which
the signature of the drawer is forged, but only to the extent of the lesser of
(a) the amount of such redemption check minus $2,500.00 and (b) the amount of
insurance proceeds received by the Transfer Agent with respect to such
redemption check, and only if, and for so long as each of the following
conditions is satisfied: (i) insurance with respect to Fund redemption checks is
maintained by the Transfer Agent, and (ii) the Fund pays to the Transfer Agent
monthly the amount which the Transfer Agent determines to be the Fund's pro rata
share of the cost of such insurance coverage. The Fund agrees that the insurance
may be discontinued or canceled without any prior notice, and that the Transfer
Agent shall at all times have the absolute right, without any prior notice to
the Fund, to cease to maintain such insurance, and the Transfer Agent agrees to
notify the Fund promptly upon canceling or discontinuing any
such insurance or upon learning of any such cancellation or discontinuance. In
the event such insurance is not maintained, or in the event the Fund does not
pay monthly to the Transfer Agent the amount which the Transfer Agent determines
to be the Fund's pro rata share of the cost of such insurance coverage, the
Transfer Agent shall not be liable for any loss or damage, including counsel
fees, resulting from its paying or not paying any redemption check, unless such
loss or damage arises out of the Transfer Agent's failure to use good faith,
negligence or willful misconduct.
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, at the option of
the Transfer Agent, 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,
and 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 to the Fund, or 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. When mail is used for delivery of non-negotiable Share certificates,
the value of which does not exceed the limits of the Transfer Agent's Blanket
Bond, the Transfer Agent shall send such non-negotiable Share certificates by
first class mail, and such deliveries will be covered while in transit by the
Transfer Agent's Blanket Bond. Non-negotiable Share certificates, the value of
which exceed the limits of the Transfer Agent's Blanket Bond, will be sent by
insured registered mail. Negotiable Share certificates will be sent by insured
registered mail. The Transfer Agent shall advise the Fund of any Share
certificates returned as undelivered after being mailed as herein provided for.
11. To the extent that the Fund issues certificates to its shareholders
pursuant to its current propspectus, the Transfer Agent may issue new Share
certificates in place of Share certificates represented to have been lost,
stolen, or destroyed upon receiving instructions in writing from an Officer and
indemnity satisfactory to the Transfer Agent. Such instructions from the Fund
shall be in such form as approved by the Board of Directors of the Fund in
accordance with the provisions of law or of the By-Laws of the Fund governing
such matters. If the Transfer Agent receives written notification from the owner
of the lost, destroyed or stolen Share certificate within a reasonable time
after he has notice of it, the Transfer Agent shall promptly notify the Fund and
shall act pursuant to written instructions signed by an Officer. If the Fund
receives such written notification from the owner of the lost, destroyed or
stolen Share certificate within a reasonable time after he has notice of it, the
Fund shall promptly notify the Transfer Agent and the Transfer Agent shall act
pursuant to written instructions signed by an Officer. The Transfer Agent shall
not be liable for any act done or omitted by it pursuant to the written
instructions described herein. The Transfer Agent may issue new Share
certificates in exchange for, and upon surrender of, mutilated Share
certificates.
12. The Transfer Agent will issue and mail subscription warrants for Shares
of capital stock, Shares representing stock dividends, exchange or splits, or
act as conversion agent upon receiving written instructions from an Officer and
such other documents as the Transfer Agent may deem necessary.
13. The Transfer Agent will supply shareholder lists to the Fund from time
to time upon receiving a request therefor from an Officer of the Fund.
14. 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 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.
15. At the request of an Officer, the Transfer Agent will address and mail
such appropriate notices to shareholders as the Fund may direct.
16. 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 the Shares.
17. The Transfer Agent shall be entitled to receive and the Fund hereby
agrees to pay to the Transfer Agent for its performance hereunder, including its
performance of the duties and functions set forth in Appendix C hereto, (i) its
reasonable out-of-pocket expenses (including legal expenses and attorney's fees)
incurred in connection with this Agreement and its performance hereunder and
(ii) such compensation as may be agreed upon in writing from time to time by the
Transfer Agent and the Fund.
18. 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.
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 90 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 a
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. If the Fund fails to designate a successor transfer agent and if
the Transfer Agent is unable to find a successor transfer agent, 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.
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
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.
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 its office at the address first
above written, 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 it at its office as
indicated on page 1 of this Agreement 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,
and, except for an amendment to Appendix B or Appendix C hereto, authorized or
approved by a resolution of the Board of Directors of the Fund.
5. 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 Fund without the written consent
of the Transfer Agent.
6. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
Attest:
/s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxxxxxxx X. Xxxx
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Attest: XXXXX & XXXX SERVICES INC.
/s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxxxx Xx Xxxxxxx
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Schedule A
Georgia Daily Municipal Income Fund, Inc.
Virginia Daily Municipal Income Fund, Inc.
Pax World Money Market Fund, Inc.
