TRANSFER AGENT AND ADMINISTRATIVE SERVICE AGREEMENT
AGREEMENT made as of the 23rd of October, 1990, by and between
MIMLIC Money Market Fund, Inc., a Minnesota corporation, having its principal
office and place of business at 000 Xxxxx Xxxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx,
00000, (the "Fund"), and The Minnesota Mutual Life Insurance Company, a
Minnesota corporation having its principal office and place of business at 000
Xxxxx Xxxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx, 00000, ("Minnesota Mutual").
WHEREAS, the Fund desires to engage Minnesota Mutual to provide to
the Fund transfer agent, dividend disbursing agent, accounting, audit, legal and
other administrative services, and Minnesota Mutual desires to provide such
services;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Article 1 TERMS OF APPOINTMENT; DUTIES OF MINNESOTA MUTUAL
1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints Minnesota Mutual, and Minnesota
Mutual hereby agrees:
(a) to act as the Fund's transfer agent for the Fund's authorized
and issued shares of its common stock ("Shares"), and to act as the Fund's
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 of the Fund,
including without limitation any periodic investment plan or periodic withdrawal
program; and
(b) to provide certain accounting, auditing, legal and other
administrative services to the Fund.
1.02 Minnesota Mutual agrees that, in accordance with Section
1.01(a), it will perform such transfer agent, dividend disbursing agent and
other services as are required by the Fund, including, without limitation, the
following:
(a) receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation therefor to the
Custodian of the Fund (the "Custodian");
(b) pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;
(c) receive for acceptance, redemption requests and redemption
directions and deliver the appropriate documentation therefor to the Custodian;
(d) 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;
(e) effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(f) prepare and transmit payments for dividends and distributions
declared by the Fund;
(g) maintain records of account for and advise the Fund and its
Shareholders as to the foregoing;
(h) perform all of the other customary services of a transfer
agent, dividend disbursing agent 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 proxies, receiving and tabulating proxies, mailing Shareholder
reports and prospectuses to current Shareholders, withholding taxes on non-
resident alien accounts, preparing and filing U.S. Treasury 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 the confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for Shareholders, and
providing Shareholder account information; and
(i) provide a system which will enable the Fund to monitor the
total number of Shares sold in each state.
1.03 Minnesota Mutual agrees that, in accordance with Section
1.01(b), it will perform such accounting, auditing, legal and other
administrative services as are required by the Fund, including, without
limitation, the following:
(a) register or qualify, and maintain the registrations or
qualifications, of the Fund and its Shares under state or other securities laws.
Minnesota Mutual shall also identify those transactions and assets to be treated
as exempt from blue sky reporting for each state.
(b) calculate the Fund's net asset value per Share at such times
and in such manner as specified in the Fund's current prospectus and statement
of additional information and at such other times as the parties hereto may from
time to time agree upon;
(c) upon the Fund's distribution of dividends and capital gains,
calculate the amount of such dividends and capital gains to be received per
Share and calculate the number of
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additional Shares to be received by each Shareholder, other than any shareholder
who has elected to receive such dividends and capital gains in cash;
(d) prepare and maintain all accounting records required by the
Fund, including a general ledger;
(e) prepare the Fund's annual and semi-annual financial
statements;
(f) prepare and file the Fund's income, excise and other tax
returns;
(g) provide audit assistance in conjunction with the Fund's
independent auditors;
(h) provide such legal services as the parties hereto may from
time to time agree upon, including without limitation preparation and filing
with the Securities and Exchange Commission of the annual or more frequent post-
effective amendments to the Fund's registration statement and the Fund's proxy
materials; and
(i) provide such other administrative services as the parties
hereto may from time to time agree upon.
1.04 Procedures applicable to certain of these services may be
established from time to time by agreement between the Fund and Minnesota
Mutual.
Article 2 COMPENSATION FOR SERVICES
2.01 In payment for the transfer agent and administrative services
to be performed by Minnesota Mutual hereunder, the Fund shall pay to Minnesota
Mutual such fees as are in accordance with Schedule A hereto.
2.02 In addition to the fees paid under Section 2.01 above, the
Fund will reimburse Minnesota Mutual for out-of-pocket expenses or advances
incurred by Minnesota Mutual in connection with Minnesota Mutual's performance
of services hereunder.
Article 3 REPRESENTATIONS AND WARRANTIES OF MINNESOTA MUTUAL
Minnesota Mutual represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in good
standing under the laws of the State of Minnesota.
3.02 It is duly qualified to carry on its business in the State of
Minnesota.
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3.03 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
3.04 It is duly registered with the Securities and Exchange
Commission as a transfer agent pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended.
Article 4 REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to Minnesota Mutual that:
4.01 It is a corporation duly organized and existing and in good
standing under the laws of Minnesota.
4.02 It is empowered under applicable laws and by its Articles of
Incorporation and Bylaws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Articles of
Incorporation and Bylaws have been taken to authorize it to enter into and
perform this Agreement.
4.04 It is an open-end and diversified management investment
company registered under the Investment Company Act of 1940.
4.05 A registration statement under the Securities Act of 1933 is
currently effective and will remain effective, and appropriate state securities
law filings have been made and will continue to be made, with respect to all
Shares of the Fund being offered for sale.
Article 5 INDEMNIFICATION
5.01 Minnesota Mutual shall not be responsible for, and the Fund
shall indemnify and hold Minnesota Mutual 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 Minnesota Mutual or its agents or
subcontractors required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of
this Agreement, or which arise out of the Fund's lack of good faith, negligence
or willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.
(c) The reliance on or use by Minnesota Mutual or its agents or
subcontractors of information, records and documents which (i) are received by
Minnesota Mutual or its agents or subcontractors and furnished to it by or on
behalf of the Fund, and (ii) have been prepared and/or maintained by the Fund or
any other person or firm on behalf of the Fund.
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(d) The reliance on, or the carrying out by Minnesota Mutual or
its agents or subcontractors of any instructions or requests of the Fund.
5.02 Minnesota Mutual shall indemnify and hold the Fund harmless
from and against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to any action or
failure or omission to act by Minnesota Mutual as a result of Minnesota Mutual's
lack of good faith, negligence or willful misconduct.
5.03 At any time Minnesota Mutual may apply to any officer of the
Fund for instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by Minnesota
Mutual under this Agreement, and Minnesota Mutual 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 in good
faith reliance upon the opinion of such counsel. Minnesota Mutual, its agents
and subcontractors shall be protected and indemnified in acting upon any paper
or document furnished by or on behalf of the Fund, 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 Minnesota Mutual
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. Minnesota Mutual, its agents and 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 current or former
transfer agent or registrar, or of a co-transfer agent or co-registrar.
5.04 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 from such causes.
5.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in
this Article 5 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
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Article 6 COVENANTS OF THE FUND AND MINNESOTA MUTUAL
6.01 Minnesota Mutual 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.
6.02 Minnesota Mutual 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 Company Act of 1940, as
amended, and the Rules thereunder, Minnesota Mutual agrees that all such records
prepared or maintained by Minnesota Mutual relating to the services to be
performed by Minnesota Mutual 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.
6.03 Minnesota Mutual and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanges 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.
6.04 In the case of any requests or demands for the inspection of
the Shareholder records of the Fund, Minnesota Mutual will endeavor to notify
the Fund and to secure instructions from an authorized officer of the Fund as to
such inspection. Minnesota Mutual 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.
Article 7 EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT
7.01 The effective date of this Agreement shall be March 1, 1991.
Unless sooner terminated as hereinafter provided, this Agreement shall continue
in effect until the next annual meeting of the Fund's shareholders and from year
to year thereafter, but only so long as such continuance is specifically
approved at least annually by the Board of Directors of the Fund, including the
specific approval of a majority of the directors who are not interested persons
of the Fund, MIMLIC Asset Management Company ("MIMLIC Asset"), investment
adviser to the Fund, or MIMLIC Sales Corporation ("MIMLIC Sales"), the
underwriter of the Fund's Shares, cast in person at a meeting called for the
purpose of voting on such approval.
7.02 This Agreement may be terminated at any time without the
payment of any penalty by the vote of the Board of Directors of the Fund, or by
Minnesota Mutual, upon 60 days' written notice to the other party.
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Article 8 ASSIGNMENT
8.01 This Agreement shall automatically terminate in the event of
its assignment as such term is defined by the Investment Company Act of 1940, as
amended.
Article 9 AMENDMENT
9.01 This Agreement may be 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, including a majority of the directors who
are not interested persons of the Fund, MIMLIC Asset or MIMLIC Sales, cast in
person at a meeting called for the purpose of voting on such approval.
Article 10 MINNESOTA LAW TO APPLY
10.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Minnesota.
Article 11 MERGER OF AGREEMENT
11.01 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.
Article 12 NOTICES
12.01 Any notice under this Agreement shall be in writing,
addressed, delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate in writing for receipt of such notice.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
MIMLIC MONEY MARKET FUND, INC.
By
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Attest
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THE MINNESOTA MUTUAL LIFE
INSURANCE COMPANY
By
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Attest
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MIMLIC MONEY MARKET FUND, INC.
SCHEDULE A
(As amended January 15, 1996 and
effective February 1, 1996)
(1) Minnesota Mutual shall receive, as compensation for its
transfer agent, dividend disbursing agent and other services pursuant to Section
1.02 of this Agreement, both a monthly base fee and, for each shareholder
account, a monthly account fee determined in accordance with the following
table:
Monthly Base Fee Monthly Account Fee
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$977 $1.50
(2) Minnesota Mutual shall receive, as compensation for its
accounting, auditing, legal and other administrative services pursuant to
Section 1.03 of this Agreement, a monthly fee determined in accordance with the
following table:
Monthly Administrative
Services Fee
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$3,000
Said monthly fees shall be paid to Minnesota Mutual not later than
five days following the end of each calendar quarter in which said services were
rendered.
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