TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of April 1, 1993, between U.S. LARGE STOCK FUND,
(the "Fund"), a business trust organized under the laws of Delaware and having
its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, and THE SHAREHOLDER SERVICES GROUP, INC.(MA) (the "Transfer Agent"), a
Massachusetts corporation with principal offices at One Exchange Place, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H
That for and in consideration of the mutual covenants and promises
hereinafter set forth, the Fund and the Transfer Agent agrees as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have the following
meanings:
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, Partnership Agreement, or similar
organizational document as the case may be, of the Fund as the same may be
amended from time to time.
(b) "Authorized Person" shall be deemed to include any person,
whether or not such person is an officer or employee of the Fund, duly
authorized to give Oral Instructions or Written Instructions on behalf of the
Fund as indicated in a certificate furnished to the Transfer Agent pursuant to
Section 4(c) hereof as may be received by the Transfer Agent from time to time.
(c) "Board of Directors" shall mean the Board of Director,
Board of Trustees or, if the Fund is a limited partnership, the General
Partner(s) of the Fund, as the case may be.
(d) "Commission" shall mean the Securities and Exchange
Commission.
(e) "Custodian" refers to any custodian or subcustodian of
securities and other property which the Fund may from time to time deposit, or
cause to be deposited or held under the name or account of such a custodian
pursuant to a Custodian Agreement.
(f) "Fund" shall mean the entity executing this Agreement, and
if it is a series fund, as such term is used in the 1940 Act, such term shall
mean each series of the Fund hereafter created, except that appropriate
documentation with respect to
each series must be presented to the Transfer Agent before this Agreement shall
become effective with respect to each such series.
(g) "1940 Act" shall mean the Investment Company Act of 1940.
(h) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by the Transfer Agent from a person
reasonably believed by the Transfer Agent to be an Authorized Person;
(i) "Prospectus" shall mean the most recently dated Fund
Prospectus and Statement of Additional Information, including any supplements
thereto if any, which has become effective under the Securities Act of 1933 and
the 1940 Act.
(j) "Shares" refers collectively to such shares of capital
stock, beneficial interest or limited partnership interests, as the case may be,
of the Fund as may be issued from time to time and, if the Fund in a closed-end
or a series fund, as such terms are used in the 1940 Act any other classes or
series of stock, shares of beneficial interest or limited partnership interests
that may be issued from time to time.
(k) "Shareholder" shall mean a holder of shares of capital
stock beneficial interest or any other class or series, and also refers to
partners of limited partnerships.
(l) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by the Transfer Agent to be an Authorized
Person and actually received by the Transfer Agent. Written Instructions shall
include manually executed originals and authorized electronic transmissions,
including telefacsimile of a manually executed original or other process.
2. APPOINTMENT OF THE TRANSFER AGENT. The Fund hereby appoints and
constitutes the Transfer Agent as transfer agent, registrar and dividend
disbursing agent for Shares of the Fund and as shareholder servicing agent for
the Fund. The Transfer Agent accepts such appointments and agrees to perform the
duties hereinafter set forth.
3. COMPENSATION.
(a) The Fund will compensate or cause the Transfer Agent to be
compensated for the performance of its obligations hereunder in accordance with
the fees set forth in the written schedule of fees annexed hereto as Schedule A
and incorporated herein. The Transfer Agent will transmit an invoice to the Fund
as soon as practicable after the end of each calendar month which will be
detailed in accordance with Schedule A, and the Fund will pay to the Transfer
Agent the
2
amount of such invoice within fifteen (15) days after the Fund's receipt of the
invoice.
In addition, the Fund agrees to pay, and will be
billed separately for, out-of-pocket expenses incurred by the Transfer Agent in
the performance of its duties hereunder. Out-of-pocket expenses shall include,
but shall not be limited to, the items specified in the written schedule of
out-of-pocket charges annexed hereto as Schedule B and incorporated herein.
Schedule B may be modified by the Transfer Agent upon not less than 30 days'
prior written notice to the Fund. Unspecified out-of-pocket expenses shall be
limited to those out-of-pocket expenses reasonably incurred by the Transfer
Agent in the performance of its obligations hereunder. Reimbursement by the Fund
for expenses incurred by the Transfer Agent in any month shall be made as soon
as practicable but no later than 15 days after the receipt of an itemized ▇▇▇▇
from the Transfer Agent.
(b) Any compensation agreed to hereunder may be adjusted from
time to time by attaching to Schedule A, a revised fee schedule executed and
dated by the parties hereto.
4. DOCUMENTS. In connection with the appointment of the Transfer Agent
the Fund shall deliver or caused to be delivered to the Transfer Agent the
following documents on or before the date this Agreement goes into effect, but
in any case within a reasonable period of time for the Transfer Agent to prepare
to perform its duties hereunder:
(a) If applicable, specimens of the certificates for Shares of
the Fund;
(b) All account application forms and other documents relating
to Shareholder accounts or to any plan, program or service offered by the Fund;
(c) A signature card bearing the signatures of any officer of
the Fund or other Authorized Person who will sign Written Instructions or is
authorized to give Oral Instructions;
(d) A certified copy of the Articles of Incorporation, as
amended;
(e) A certified copy of the By-laws of the Fund, as amended;
(f) A copy of the resolution of the Board of Directors
authorizing the execution and delivery of this Agreement;
(g) A certified list of Shareholders of the Fund with the
name, address and taxpayer identification number of each Shareholder, and the
number of Shares of the Fund held by each, certificate numbers and denominations
(if any certificates have been issued), lists of any accounts against which stop
transfer orders
3
have been placed, together with the reasons therefore, and the number of Shares
redeemed by the Fund; and
(h) An opinion of counsel for the Fund with respect to the
validity of the Shares and the status of such Shares under the Securities Act of
1933, as amended.
5. FURTHER DOCUMENTATION. The Fund will also furnish the Transfer Agent
with copies of the following documents promptly after the same shall become
available.
(a) each resolution of the Board of Directors authorizing the
issuance of Shares;
(b) any registration statements filed on behalf of the Fund
and all pre-effective and post-effective amendments thereto filed with the
Commission;
(c) a certified copy of each amendment to the Articles of
Incorporation or the By-laws of the Fund;
(d) certified copies of each resolution of the Board of
Directors or other authorization designating Authorized Persons; and
(e) such other certificates, documents or opinions as the
Transfer Agent may reasonably request in connection with the performance of its
duties hereunder.
6. REPRESENTATIONS OF THE FUND. The Fund represents to the Transfer
Agent that all outstanding Shares are validly issued, fully paid and
non-assessable. When shares are hereafter issued in accordance with the terms of
the Fund's Articles of Incorporation and its Prospectus, such Shares shall be
validly issued, fully paid and non-assessable.
7. DISTRIBUTIONS PAYABLE IN SHARES. In the event that the Board of
Directors of the Fund shall declare a distribution payable in Shares, the Fund
shall deliver or cause to be delivered to the Transfer Agent written notice of
such declaration signed on behalf of the Fund by an officer thereof, upon which
the Transfer Agent shall be entitled to rely for all purposes, certifying (i)
the identity of the Shares involved, (ii) the number of Shares involved, and
(iii) that all appropriate action has been taken.
8. DUTIES OF THE TRANSFER AGENT. The Transfer Agent shall be
responsible for administering and/or performing those functions typically
performed by a transfer agent; for acting as service agent in connection with
dividend and distribution functions; and for performing shareholder account and
administrative
4
agent functions in connection with the issuance, transfer and redemption or
repurchase (including coordination with the Custodian) of Shares in accordance
with the terms of the Prospectus and applicable law. The operating standards and
procedures to be followed shall be determined from time to time by agreement
between the Fund and the Transfer Agent and shall initially be as described in
Schedule C attached hereto. In addition, the Fund shall deliver to the Transfer
Agent all notices issued by the Fund with respect to the Shares in accordance
with and pursuant to the Articles of Incorporation or By-laws of the Fund or as
required by law and shall perform such other specific duties as are set forth in
the Articles of Incorporation including the giving of notice of any special or
annual meetings of shareholders and any other notices required thereby.
9. RECORD KEEPING AND OTHER INFORMATION. The Transfer Agent shall
create and maintain all records required of it pursuant to its duties hereunder
and as set forth in Schedule C in accordance with all applicable laws, rules and
regulations, including records required by Section 31(a) of the 1940 Act. All
records shall be available during regular business hours for inspection and use
by the Fund. Where applicable, such records shall be maintained by the Transfer
Agent for the periods and in the places required by Rule 31a-2 under the 1940
Act.
Upon reasonable notice by the Fund, the Transfer Agent shall
make available during regular business hours such of its facilities and premises
employed in connection with the performance of its duties under the Agreement
for reasonable visitation by the Fund, or any person retained by the Fund as may
be necessary for the Fund to evaluate the quality of the services performed by
the Transfer Agent pursuant hereto.
10. OTHER DUTIES. In addition to the duties set forth in Schedule C,
the Transfer Agent shall perform such other duties and functions, and shall be
paid such amounts therefor, as may from time to time be agreed upon in writing
between the Fund and the Transfer Agent. The compensation for such other duties
and functions shall be reflected in a written amendment to Schedule A or B and
the duties and functions shall be reflected in an amendment to Schedule C, both
dated and signed by authorized persons of the parties hereto.
11. RELIANCE BY TRANSFER AGENT: INSTRUCTIONS
(a) The Transfer Agent will have no liability when acting upon
Written or Oral Instructions believed to have been executed or orally
communicated by an Authorized Person and will not be held to have any notice of
any change of authority of any person until receipt of a Written Instruction
thereof from the Fund pursuant to Section 4(c). The Transfer Agent will also
have no liability when processing Share certificates which it reasonably
believes to bear the proper manual
5
or facsimile signatures of the officers of the Fund and the proper
countersignature of the Transfer Agent.
(b) At any time, the Transfer Agent may apply to any
Authorized Person of the Fund for Written Instructions and may seek advice from
legal counsel for the Fund, or its own legal counsel, with respect to any matter
arising in connection with this Agreement, and it shall not be liable for any
action taken or not taken or suffered by it in good faith in accordance with
such Written Instructions or in accordance with the opinion of counsel for the
Fund or for the Transfer Agent. Written Instructions requested by the Transfer
Agent will be provided by the Fund within a reasonable period of time. In
addition, the Transfer Agent, its officers, agents or employees, shall accept
Oral Instructions or Written Instructions given to them by any person
representing of acting on behalf of the Fund only if said representative is an
Authorized Person. The Fund agrees that all Oral Instructions shall be followed
within one business day by confirming Written Instructions, and that the Fund's
failure to so confirm shall not impair in any respect the Transfer Agent's right
to rely on Oral Instructions. The Transfer Agent shall have no duty or
obligation to inquire into, nor shall the Transfer Agent be responsible for, the
legality of any act done by it upon the request or direction of a person
reasonably believed by the Transfer Agent to be an Authorized Person.
(c) 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: (i) the legality of the issuance or sale of
any Shares or the sufficiency of the amount to be received thereof; (ii) the
legality of the redemption of any Shares, or the propriety of the amount to be
paid thereof; (iii) the legality of the declaration of any dividend by the Board
of Directors, or the legality of the issuance of any Shares in payment of any
dividend; or (iv) the legality of any recapitalization or readjustment of the
Shares.
12. ACTS OF GOD, ETC. The Transfer Agent will not be liable or
responsible for delays or errors by acts of God or by reason of circumstances
beyond its control, including acts of civil or military authority, national
emergencies, labor difficulties, mechanical breakdown, insurrection, war, riots,
or failure or unavailability of transportation, communication or power supply,
fire, flood or other catastrophe.
13. DUTY OF CARE AND INDEMNIFICATION. The Fund will indemnify the
Transfer Agent against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses of any sort or kind (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit or
other proceeding (a "Claim") unless such Claim has been judicially determined to
have resulted from a negligent failure to act or omission to act or bad faith of
the Transfer Agent in the performance of its duties hereunder. In addition, the
Fund will indemnify the Transfer Agent against and hold it harmless from any
Claim, damages, liabilities or
6
expenses (including reasonable counsel fees) that is a result of: (i) any action
taken in accordance with Written or Oral Instructions, or any other
instructions, or share certificates reasonably believed by the Transfer Agent to
be genuine and to be signed, countersigned or executed, or orally communicated
by an Authorized Person; (ii) any action taken in accordance with written or
oral advice reasonably believed by the Transfer Agent to have been given by
counsel for the Fund or its own counsel; or (iii) any action taken as a result
of any error or omission in any record (including but not limited to magnetic
tapes, computer printouts, hard copies and microfilm copies) delivered, or
caused to be delivered by the Fund to the Transfer Agent in connection with this
Agreement.
In any case in which the Fund may be asked to indemnify or
hold the Transfer Agent harmless, the Fund shall be advised of all pertinent
facts concerning the situation in question. The Transfer Agent will notify the
Fund promptly after identifying any situation which it believes presents or
appears likely to present a claim for indemnification against the Fund although
the failure to do so shall not prevent recovery by the Transfer Agent. The Fund
shall have the option to defend the Transfer Agent against any Claim which may
be the subject of this indemnification, and, in the event that the Fund so
elects, such defense shall be conducted by counsel chosen by the Fund and
satisfactory to the Transfer Agent, and thereupon the Fund shall take over
complete defense of the Claim and the Transfer Agent shall sustain no further
legal or other expenses in respect of such Claim. The Transfer Agent will not
confess any Claim or make any compromise in any case in which the Fund will be
asked to provide indemnification, except with the Fund's prior written consent.
The obligations of the parties hereto under this Section shall survive the
termination of this Agreement.
14. CONSEQUENTIAL DAMAGES. In no event and under no circumstances shall
either party under this Agreement be liable to the other party for consequential
or indirect loss of profits, reputation or business or any other special damages
under any provision of this Agreement or for any act or failure to act
hereunder.
15. TERM AND TERMINATION.
(a) This Agreement shall be effective on the date first
written above and shall continue until April 30, 1994. Thereafter this Agreement
shall automatically continue for successive annual periods ending on the
anniversary of the date first written above, provided that it may be terminated
by either party during these successive annual periods upon written notice given
at least 90 days prior to such anniversary date.
(b) In the event a termination notice is given by the Fund, it
shall be accompanied by a resolution of the Board of Directors, certified by the
Secretary of the Fund, designating a successor transfer agent or transfer
agents. Upon such
7
termination and at the expense of the Fund, the Transfer Agent will deliver to
such successor a certified list of shareholders of the Fund (with names and
addresses), and all other relevant books, records, correspondence and other Fund
records or data in the possession of the Transfer Agent, and the Transfer Agent
will cooperate with the Fund and any successor transfer agent or agents in the
substitution process.
16. CONFIDENTIALITY. Both parties hereto agree that any non public
information obtained hereunder concerning the other party is confidential and
may not be disclosed to any other person without the consent of the other party,
except as may be required by applicable law or at the request of the Commission
or other governmental agency. The parties further agree that a breach of this
provision would irreparably damage the other party and accordingly agree that
each of them is entitled, without bond or other security, to an injunction or
injunctions to prevent breaches of this provision.
17. AMENDMENT. This Agreement may only be amended or modified by a
written instrument executed by both parties.
18. SUBCONTRACTING. The Fund agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services described under this
Agreement or the Schedules hereto; provided that the appointment of any such
Transfer Agent shall not relieve the Transfer Agent of its responsibilities
hereunder.
19. MISCELLANEOUS.
(a) NOTICES. Any notice of other instrument authorized or
required by this Agreement to be given in writing to the Fund or the Transfer
Agent, shall be sufficiently given if addressed to that party and received by it
at its office set forth below or at such other place as it may from time to time
designate in writing.
To the Fund:
U. S. Large Stock Fund
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ___________________________
To the Transfer Agent:
The Shareholder Services Group
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
with a copy to TSSG Counsel
(b) SUCCESSORS. 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 assigned to any person other
than a person controlling, controlled by or under common control with the
assignor without the written consent of the other party, which consent shall not
be unreasonably withheld.
(c) GOVERNING LAW. This Agreement shall be governed
exclusively by the laws of the State of New York without reference to the choice
of law provisions thereof. Each party hereto hereby agrees that (i) the Supreme
Court of New York sitting in New York County shall have exclusive jurisdiction
over any and all disputes arising hereunder; (ii) hereby consents to the
personal jurisdiction of such court over the parties hereto, hereby waiving any
defense of lack of personal jurisdiction; and (iii) appoints the person to whom
notices hereunder are to be sent as agent for service of process.
(d) COUNTERPARTS. 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.
(e) CAPTIONS. The captions of this Agreement are included for
convenience or reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(f) USE OF TRANSFER AGENT'S NAME. The Fund shall not use the
name of the Transfer Agent in any Prospectus, Statement or Additional
Information, shareholders' report, sales literature or other material relating
to the Fund in a manner not approved prior thereto in writing; provided, that
the Transfer Agent need only receive notice of all reasonable uses of its name
which merely refer in accurate terms to its appointment hereunder or which are
required by any government agency or applicable law or rule. Notwithstanding the
foregoing, any reference to the Transfer Agent shall include a statement to the
effect that it is a wholly owned subsidiary of First Data Corporation.
(g) USE OF FUND'S NAME. The Transfer Agent shall not use the
name of the Fund or material relating to the Fund on any documents or forms for
other than internal use in a manner not approved prior thereto in writing;
provided, that the Fund need only receive notice of all reasonable uses of its
name which merely
9
refer in accurate terms to the appointment of the Transfer Agent or which are
required by any government agency or applicable law or rule.
(h) INDEPENDENT CONTRACTORS. The parties agree that they are
independent contractors and not partners or co-venturers.
(i) ENTIRE AGREEMENT; SEVERABILITY. This Agreement and the
Schedules attached hereto constitute the entire agreement of the parties hereto
relating to the matters covered hereby and supersede any previous agreements. If
any provision is held to be illegal, unenforceable or invalid for any reason,
the remaining provisions shall not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their duly authorized officers, as of the day
and year first above written.
U. S. LARGE STOCK FUND
By:______________________________
Title:______________________
THE SHAREHOLDER SERVICES
GROUP, INC.
By:______________________________
Title:______________________
10
A-1
Transfer Agent Fee
Schedule A
I. ACCOUNT FEES
The Fund shall pay the Transfer Agent a fee of $1,000 per month for the
period from May 1, 1993 to April 30, 1994, and thereafter a minimum of $2,500
per month during the term of this Agreement. The Transfer Agent and the Fund
agree to review these fees after May 1, 1994 and, if agreed to in writing by
both parties, to amend this Schedule accordingly.
In addition, on the first anniversary date of this Agreement and each
subsequent anniversary date, the monthly minimum fee shall be increased by a
percentage amount equal to two percent more than the percentage increase in the
then current Consumer Price Index (all urban consumers) or its successor index.
II. ▇▇▇ FEES
The Transfer Agent will directly ▇▇▇▇ the accounts of shareholders
participating in a ▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇ Individual Retirement Account (▇▇▇), a
▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇ Simplified Employment Plan Individual Retirement Account
(SEP ▇▇▇), or a ▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇ Self Employed Retirement Plan the
following charges:
- Account Set Up Fee $10.00 per account set up
- Retirement Account Maintenance $15.00 per plan account, per year
Fee
- Premature Distribution $10.00 per account
III. SERVICE CHARGES
The following service charges will be paid by the Fund as soon as
practicable but no later than 30 days after the receipt of an itemized ▇▇▇▇ from
the Transfer Agent.
- Programming enhancements of the System @ a base rate of $100
per hour, plus or minus variances as approved by the Fund
11
A-2
Overtime expenses incurred in the performance of servicing
responsibilities, as approved by the Fund in writing prior to
the work being performed, based upon estimates provided by
TSSG
12
B-1
Schedule B
OUT-OF-POCKET EXPENSES
----------------------
The Fund shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses, including, but not limited to the following items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including without limitation, certificates,
envelopes, checks, stationery, statements and confirmations
- Postage (bulk, pare-sort, ZIP+4, barcoding, first class)
direct pass through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs, including all lease,
maintenance and line costs
- Ad hoc reports
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and other equipment
and any expenses incurred in connection with such terminals
and lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges, Federal Reserve charges
for check clearance and other Fund related banking charges
- Overtime, as approved by the Fund
- Temporary staff, as approved by the Fund
- Travel and entertainment, as approved by the Fund
- Record retention, retrieval and destruction costs, including,
but not limited to exit fees charged by third party record
keeping vendors
- Third party audit reviews
- All conversion costs: including System start up costs at the
rate of $100.00 per hour
- All Systems enhancements after the conversion at the rate of
$100.00 per hour
- Insurance
13
- Such other miscellaneous expenses reasonably incurred by the
Transfer Agent in performing its duties and responsibilities
under this Agreement
14
B-2
The Fund agrees that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with the Transfer Agent. In addition, the
Fund will promptly reimburse the Transfer Agent for any other unscheduled
expenses incurred by the Transfer Agent whenever the Fund and the Transfer Agent
mutually agree that such expenses are not otherwise properly borne by the
Transfer Agent as part of its duties and obligations under the Agreement.
15
C-1
Schedule C
DUTIES OF THE TRANSFER AGENT
----------------------------
1. SHAREHOLDER INFORMATION. The Transfer Agent or its agent shall
maintain a record of the number of shares held by no more than 31 (thirty-one)
holders of record which shall include name, address, taxpayer identification and
which shall indicate whether such Shares are held in certificates or
uncertificated form.
2. SHAREHOLDER SERVICES. The Transfer Agent or its agent will
investigate all inquiries from shareholders of the Fund relating to Shareholder
accounts and will respond to all communications from Shareholders and others
relating to its duties hereunder and such other correspondence as may from time
to time be mutually agreed upon between the Transfer Agent and the Fund.
3. SHARE CERTIFICATES.
(a) At the expense of the Fund, it shall supply the Transfer
Agent or its agent with an adequate supply of blank share certificates to meet
the Transfer Agent or its agent's requirements therefor. Such Share certificates
shall be properly signed by facsimile. The Fund agrees that, notwithstanding the
death, resignation, or removal of any officer of the Fund whose signature
appears on such certificates, the Transfer Agent or its agent may continue to
countersign certificates which bear such signatures until otherwise directed by
Written Instructions.
(b) The Transfer Agent or its agent shall issue replacement
Share certificates in lieu of certificates which have been lost, stolen or
destroyed, upon receipt by the Transfer Agent or its agent of properly executed
affidavits and lost certificate bonds, in form satisfactory to the Transfer
Agent or its agent, with the Fund and the Transfer Agent or its agent as
obligees under the bond.
(c) The Transfer Agent or its agent shall also maintain a
record of each certificate issued, the number of Shares represented thereby and
the holder of record. With respect to Shares held in open accounts or
uncertificated form, i.e., no certificate being issued with respect thereto, the
Transfer Agent or its agent shall maintain comparable records of the record
holders thereof, including their names, addresses and taxpayer identification.
The Transfer Agent or its agent shall further maintain a stop transfer record on
lost and/or replaced certificates.
16
C-2
4. MAILING COMMUNICATIONS TO SHAREHOLDERS; PROXY MATERIALS. The
Transfer Agent or its agent will address and mail to Shareholders of the Fund,
all reports to Shareholders, dividend and distribution notices and proxy
materials for the Fund's meetings of Shareholders. In connection with meetings
of Shareholders, the Transfer Agent or its Agent will prepare Shareholder lists,
mail and certify as to the mailing of proxy materials, process and tabulate
returned proxy cards, report on proxies voted prior to meetings, act as
inspector of election at meetings and certify Shares voted at meetings.
5. SALES OF SHARES
(a) SUSPENSION OF SALE OF SHARES. The Transfer Agent or its
agent shall not be required to issue any Shares of the Fund where it has
received a Written Instruction from the Fund or official notice from any
appropriate authority that the sale of the Shares of the Fund has been suspended
or discontinued. The existence of such Written Instructions or such official
notice shall be conclusive evidence of the right of the Transfer Agent or its
agent to rely on such Written Instructions or official notice.
(b) RETURNED CHECKS. In the event that any check or other
order for the payment of money is returned unpaid for any reason, the Transfer
Agent or its agent will: (i) give prompt notice of such return to the Fund or
its designee; (ii) place a stop transfer order against all Shares issued as a
result of such check or order; and (iii) take such actions as the Transfer Agent
may from time to time deem appropriate.
6. TRANSFER AND REPURCHASE.
(a) REQUIREMENTS FOR TRANSFER OR REPURCHASE OF SHARES. The
Transfer Agent or its agent shall process up to two requests to transfer or
redeem Shares, per day per shareholder, in accordance with the transfer or
repurchase procedures set forth in the Fund's Prospectus.
The Transfer Agent or its agent will transfer or repurchase
Shares upon receipt of Oral or Written Instructions or otherwise pursuant to the
Prospectus and Share certificates, if any, properly endorsed for transfer or
redemption, accompanied by such documents as the Transfer Agent or its agent
reasonably my deem necessary.
The Transfer Agent or its agent reserves the right to refuse
to transfer or repurchase Shares until it is satisfied that the endorsement on
the instructions is valid and genuine. The Transfer Agent or its agent also
reserves the right to refuse to
17
C-3
transfer or repurchase Shares until it is satisfied that the requested transfer
or repurchase is legally authorized, and it shall incur no liability for the
refusal, in good faith, to make transfers or repurchases which the Transfer
Agent or its agent, in its good judgment, deems improper or unauthorized, or
until it is reasonably satisfied that there is no basis to any claims adverse to
such transfer or repurchase.
(b) NOTICE TO CUSTODIAN AND FUND. When Shares are redeemed,
the Transfer Agent or its agent shall, upon receipt of the instructions and
documents in proper form, deliver to the Custodian and the Fund or its designee
a notification setting forth the number of Shares to be repurchased. Such
repurchased shares shall be reflected on appropriate accounts maintained by the
Transfer Agent or its agent reflecting outstanding Shares of the Fund and Shares
attributed to individual accounts.
(c) PAYMENT OF REPURCHASE PROCEEDS. The Transfer Agent or its
agent shall, upon receipt of the moneys paid to it by the Custodian for the
repurchase of Shares, pay such moneys as are received from the Custodian, all in
accordance with the procedures described in the written instruction received by
the Transfer Agent or its agent from the Fund.
The Transfer Agent or its agent shall not process or effect
any repurchase with respect to Shares of the Fund after receipt by the Transfer
Agent or its agent of notification of the suspension of the determination of the
net asset value of the Fund.
7. DIVIDENDS.
(a) NOTICE TO AGENT AND CUSTODIAN. Upon the declaration of
each dividend and each capital gains distribution by the Board of Directors of
the Fund with respect to Shares of the Fund, the Fund shall furnish or cause to
be furnished to the Transfer Agent or its agent a copy of a resolution of the
Fund's Board of Directors certified by the Secretary of the Fund setting forth
the date of the declaration of such dividend or distribution, the ex-dividend
date, 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, the total amount payable to the Transfer
Agent or its agent on the payment date and whether such dividend or distribution
is to be paid in Shares of such class at net asset value.
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On or before the payment date specified in such resolution of
the Board of Directors, the Custodian of the Fund will pay to the Transfer Agent
sufficient cash to make payment to the shareholders of record as of such payment
date.
(b) INSUFFICIENT FUNDS FOR PAYMENTS. If the Transfer Agent or
its agent does not receive sufficient cash from the Custodian to make total
dividend and/or distribution payments to all shareholders of the Fund as of the
record date, the Transfer Agent or its agent will, 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 or its agent.
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C-4
Exhibit 1 to Schedule C
Summary of Services
The services to be performed by the Transfer Agent or its agent shall
be as follows:
A. DAILY RECORDS
Maintain daily the following information with respect to each
Shareholder account as received:
- Name and Address (Zip Code)
- Class of Shares
- Taxpayer Identification Number
- Balance of Shares held by Agent
- Beneficial owner code: i.e., male, female, joint
tenant, etc.
- Dividend code (reinvestment)
- Number of Shares held in certificate form
B. OTHER DAILY ACTIVITY
- Answer written inquiries relating to Shareholder
accounts (matters relating to portfolio management,
distribution of Shares and other management policy
questions will be referred to the Fund).
- Process additional payments into established
Shareholder accounts in accordance with Written
Instruction from the Agent.
- Upon receipt of proper instructions and all required
documentation, process requests for repurchase of
Shares.
- Identify redemption requests made with respect to
accounts in which Shares have been purchased within
an agreed-upon period of time for determining whether
good funds have been collected with respect to such
purchase and process as agreed by the Agent in
accordance with written instructions set forth by the
Fund.
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C-5
- Examine and process all transfers of Shares, ensuring
that all transfer requirements and legal documents
have been supplied.
- Issue and mail replacement checks.
- Open new accounts and maintain records of exchanges
between accounts.
C. DIVIDEND ACTIVITY
- Calculate and process Share dividends and
distributions as instructed by the Fund.
- Compute, prepare and mail all necessary reports to
Shareholders or various authorities as requested by
the Fund. Report to the Fund reinvestment plan share
purchases and determination of the reinvestment
price.
D. MEETINGS OF SHAREHOLDERS
- Cause to be mailed proxy and related material for all
meetings of Shareholders. Tabulate returned proxies
(proxies must be adaptable to mechanical equipment of
the Agent or its agents) and supply daily reports
when sufficient proxies have been received.
- Prepare and submit to the Fund and Affidavit of
Mailing.
- At the time of the meeting, furnish a certified list
of Shareholders, hard copy, microfilm or microfiche
and, if requested by the Fund, Inspection of
Election.
E. PERIODIC ACTIVITIES
- Cause to be mailed reports, Prospectuses, and any
other enclosures requested by the Fund (material must
be adaptable to mechanical equipment of Agent or its
agents).
- Receive all notices issued by the Fund with respect
to the Preferred Shares in accordance with and
pursuant to the Articles
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of Incorporation and the Indenture and perform such
other specific duties as are set forth in the
Articles of Incorporation including a giving of
notice of a special meeting and notice of redemption
in the circumstances and otherwise in accordance with
all relevant provisions of the Articles of
Incorporation.
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