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1.
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Definitions.
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Whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following meanings:
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(a)
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"Authorized Person" shall be deemed
to include the President, the Vice President, the Secretary, and the
Treasurer of the Fund, the persons listed in Appendix A hereto, and any other
person, whether or not such person is an officer 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 5(d) or 5(e) hereof as may be received by the Transfer Agent from
time to time.
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(b)
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"Commission" shall have the meaning
given it in the 1940 Act.
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(c)
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"Custodian" refers to the custodian
and any sub-custodian of all 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 custodian.
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(d)
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"Declaration of Trust" shall mean
the Fund's Declaration of Trust as now in effect and as the same may be
amended from time to time.
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(e)
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"Officer" shall mean the President,
Vice President, Secretary, and Treasurer of the parties hereto.
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(f)
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"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.
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(g)
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"Prospectus" shall mean any current
prospectus and statement of additional information relating to the
registration of the Fund's shares under the Securities Act of 1933, as
amended, and the 1940 Act.
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(h)
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"Shares" refers to the units into
which the shareholders' proprietary interests in the Fund are divided.
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(i)
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"Shareholder" means a record owner
of Shares.
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(j)
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"Trustees" or "Board of Trustees" refers to the duly elected Trustees of the
Fund.
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(k)
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"Written Instructions" shall mean a
written or electronic communication actually received by the Transfer Agent
from an Authorized Person or from a person reasonably believed by the
Transfer Agent to be an Authorized Person by telex or any other such system
whereby the receiver of such communication is able to verify through codes or
otherwise with a reasonable degree of certainty the authenticity of the
sender of such communications.
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(l)
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The "1940 Act" refers to the
Investment Company Act of 1940, and the Rules and Regulations promulgated
thereunder, all as amended from time to time.
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2.
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Appointment of the Transfer Agent.
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The Fund hereby appoints and constitutes the Transfer Agent as transfer agent
for its Shares and as Shareholder servicing agent, and the Transfer Agent
accepts such appointment and agrees to perform the duties hereinafter set
forth.
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3.
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Compensation.
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(a)
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The Fund will compensate the Transfer Agent 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.
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The Transfer Agent will xxxx the Fund as soon as practicable after the end of
each calendar month, and said xxxxxxxx will be detailed in accordance with
the Schedule A. The Fund will promptly pay to the Transfer Agent the amount
of such billing.
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(b)
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Any compensation agreed to hereunder may be adjusted from time to time upon
mutual agreement by both parties hereto by attaching to Schedule A of this
Agreement a revised Fee Schedule, dated and signed by an Officer of each
party hereto.
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4.
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Documents.
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In connection with the appointment of the Transfer Agent, the Fund shall, 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, furnish the Transfer Agent with the following documents:
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(a)
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A certified copy of the Fund's Declaration of Trust, as amended.
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(b)
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A certified copy of the Fund's Bylaws, as amended.
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(c)
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A copy of the resolution of the Trustees authorizing execution and delivery
of this Agreement.
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(d)
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If applicable, a specimen of the certificate for Shares of the Fund in the
form approved by the Trustees, with a certificate of the Secretary of the
Fund as to such approval.
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(e)
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All account application forms and other documents relating to Shareholder
accounts or to any plan, program, or service offered by the Fund.
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5.
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Further Documentation.
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The Fund will also furnish from time to time the following documents:
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(a)
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The Fund's Registration Statement and each subsequent amendment to the Fund's
Registration Statement that is filed with the Commission.
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(b)
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Certificates as to any change in any Officer, Trustee, or Investment Adviser
of the Fund.
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(c)
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Such other certificates, documents, or opinions as the
Transfer Agent deems to be appropriate or necessary for the proper
performance of its duties hereunder.
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6.
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Representations of the Fund.
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The Fund represents to the Transfer Agent that Shares will be issued in
accordance with the terms of the Declaration of Trust and the Prospectus and
that such Shares shall be validly issued, fully paid, and non-assessable by
the Fund.
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In the event that the Trustees shall declare a distribution payable in
Shares, the Fund shall deliver to the Transfer Agent written notice of such
declaration signed on behalf of the Fund by an Officer of the Fund, upon
which the Transfer Agent shall be entitled to rely for all purposes,
certifying (i) the number of Shares involved, (ii)
that all appropriate action has been taken, and (iii) that any amendment to
the Declaration of Trust which may be required has been filed and is
effective. Such notice shall be accompanied by an opinion of counsel for the
Fund relating to the legal adequacy and effect of the transaction. This
provision shall not apply to Shares to be issued in the normal course of
reinvestment of any distributions or dividends in accordance with the Fund's
Prospectus.
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7.
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Duties of the Transfer Agent.
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The Transfer Agent shall be responsible for administering and/or performing
transfer agent functions; for acting as service agent in connection with
dividend and distribution functions; and for performing Shareholder account
and administrative agent functions in connection with the issuance, transfer,
and redemption or repurchase (including coordination with the Custodian) of
Shares. The operating standards and procedures to be followed shall be determined
from time to time by agreement between the Transfer Agent and the Fund and
shall be expressed in a written schedule of duties of the Transfer Agent
annexed hereto as Schedule B and incorporated herein.
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8.
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Recordkeeping and Other Information.
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The Transfer Agent shall create and maintain all necessary records in
accordance with all applicable laws, rules and regulations, including, but
not limited to, records required by Section 31(a) of the 1940 Act and those
records pertaining to the various functions performed by it hereunder which
are set forth in Schedule B hereto. 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.
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Upon reasonable notice by the Fund, the Transfer Agent shall make available
during regular business hours its facilities and premises employed in
connection with the performance of its duties under this Agreement for
reasonable visitation by the Fund or any person retained by the Fund.
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To the extent required by said Section 31 and the rules and regulations
thereunder, the Transfer Agent agrees that all such records prepared and
maintained by the Transfer Agent relating to the services to be performed by
the Transfer Agent hereunder are the property of the Fund.
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The Transfer Agent and the Fund agree that all books, records, information,
and data pertaining to the business of the other party which are exchanged or
received in connection with this Agreement shall remain confidential and
shall not be voluntarily disclosed to any person, except as may be required
by law. In the case of any requests or demands for any inspection of the Shareholder
records of the Fund, the Transfer Agent will endeavor to notify the Fund and
to secure instructions from an authorized Officer of the Fund as to such
inspection.
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9.
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Other Duties.
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In addition to the duties expressly set forth in Schedule B to this
Agreement, the Transfer Agent shall perform such other duties and functions,
and shall be paid such amounts therefore, as may from time to time be agreed
upon in writing between the Fund and the Transfer Agent. Such other duties
and functions shall be reflected in a written amendment to Schedule B, dated
and signed by an Officer of each party hereto.
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10.
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Reliance by Transfer Agent; Instructions.
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(a)
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The Transfer Agent will be protected in acting upon Written or Oral
Instructions, as appropriate, 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. The Transfer Agent will 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
proper countersignature of the Transfer Agent.
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(b)
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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; provided, however, that if such reliance involves a
potential material loss to the Fund, the Transfer Agent will advise the Fund
of any such action(s) to be taken in accordance with the opinion of counsel
to 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
or acting on behalf of the Fund only if said representative is known by the Transfer
Agent, or its officers, agents, or employees, to be an Authorized Person. 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 an Authorized Person.
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(c)
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Notwithstanding any of the foregoing provisions of this Agreement, the
Transfer Agent shall be under no duty or obligation to inquire into, and
shall not be liable for:
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(1)
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the legality of the issuance or sale of any Shares or the sufficiency of the
amount to be received therefore;
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(2)
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the legality of the redemption of any Shares, or the propriety of the amount
to be paid therefore;
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(3)
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the legality of the declaration of any dividend by the Trustees, or the
legality of the issuance of any Shares in payment of any dividend; or
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(4)
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the legality of any recapitalization or readjustment
of the Shares.
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11.
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Acts of God, Etc.
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Neither the Transfer Agent nor the Fund will be liable or responsible for
delays or errors by reason of circumstances beyond its reasonable control,
including acts of civil or military authority, national emergencies, fire,
mechanical breakdown beyond its control, flood or catastrophe, acts of God,
insurrection, war, riots, or failure beyond its control of transportation,
communication, or power supply.
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12.
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Duty of Care and Indemnification.
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The Fund and the Transfer Agent will indemnify each other against and hold
the other party harmless from any and all losses, claims, damages,
liabilities, or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action, or suit not resulting from the bad
faith or negligence of the other party, and arising out of, or in connection
with, the duties and responsibilities described hereunder. In addition, the
Fund will indemnify the Transfer Agent against and hold it harmless from any
and all losses, claims, damages, liabilities, or expenses (including
reasonable counsel fees and expenses) resulting from any claim demand,
action, or suit as a result of:
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(1)
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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;
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(2)
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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
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(3)
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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.
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In any case in which the Fund or the Transfer Agent may be asked to indemnify
or hold the other party harmless, the requesting party will provide the other
party with all pertinent facts concerning the situation in question and will
use reasonable care to identify and provide notice of any situation which
presents or appears likely to present a claim for indemnification. Each party
shall have the option to defend the other party against any claim which may
be the subject of this indemnification, and in the event that a party so
elects, such defense shall be conducted by counsel chosen by the party making
such election; and such counsel shall be satisfactory to the other party, and
thereupon such electing party shall take over complete defense of the claim,
and the requesting party shall sustain no further legal or other expenses in
such situation for which it seeks indemnification under this Section 12.
Neither party will confess any claim or make any compromise in any case in
which the other party will be asked to provide indemnification, except with
the other party's prior written consent. The obligations of the parties
hereto under this Section shall survive the termination of this Agreement.
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13.
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Term and Termination.
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This Agreement shall become effective on the date first set forth above (the
"Effective Date") and shall continue in effect from year to year thereafter
as the parties may mutually agree; provided, that either party 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 60 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 resolution of the Board of Trustees
of the Fund, certified by the Secretary, electing to terminate this Agreement
and designating a successor transfer agent or transfer agents. Upon such
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,
addresses, and taxpayer identification or Social Security numbers), an
historical record of the account of each Shareholder and the status thereof,
and all other relevant books, records, correspondence, and other data
established or maintained by the Transfer Agent under this Agreement in the
form reasonably acceptable to the Fund, and will cooperate in the transfer of
such duties and responsibilities, including provisions for assistance from
the Transfer Agent's personnel in the establishment of books, records, and
other data by such successor or successors.
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14.
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Amendment.
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This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties.
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15.
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Subcontracting.
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Except as otherwise provided below, neither this Agreement nor any rights or
obligations hereunder may be assigned by either party without the express
written consent of the other party. The Transfer Agent may, in its sole
discretion and without further approval from the Fund, subcontract, in whole
or in part, for the performance of its obligations and duties hereunder with
any person or entity including, but not limited to, any affiliate or
subsidiary; provided, however, that (a) the Transfer Agent shall remain fully
responsible to the Fund for the acts and omissions of any agent or
subcontractor as it is for its own acts and omissions, and (b) to the extent
that the Transfer Agent subcontracts any functions or activities required or
performed by a registered transfer agent, the subcontracting party shall be a
duly registered transfer agent with the appropriate regulatory agency as
required under Section 17A of the Securities Exchange Act of 1934 and the
rules and regulations thereunder, as amended.
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16.
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Use of Transfer Agent's Name.
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The Fund shall not use the name of the Transfer Agent in any Prospectus,
Statement of Additional Information, Shareholders' report, sales literature,
or other material relating to the Fund for other than internal use, in a
manner not approved prior thereto; provided, that the Transfer Agent shall
approve all reasonable uses of its name which merely refer in accurate terms
to its appointment hereunder or which are required by the Commission or a
state securities administrator.
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17.
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Use of the Fund's Name.
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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 shall approve
all reasonable uses of its name which merely refer in accurate terms to the
appointment of the Transfer Agent or which are required by the Commission or
a state securities administrator.
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18.
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Security.
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The Transfer Agent represents and warrants that, to the best of its
knowledge, the various procedures and systems which the Transfer Agent has
implemented or will implement with regard to safeguarding from loss or damage
attributable to fire; theft, or any other cause (including provision for 24
hours-a-day restricted access) of the Fund's records and other data and the
Transfer Agent's records, data, equipment, facilities, and other property
used in the performance of its obligations hereunder are adequate and that it
will make such changes therein from time to time as in its judgment are
required for the secure performance of its obligations hereunder. The parties
shall review such systems and procedures on a periodic basis.
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19.
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Miscellaneous.
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(a)
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Any notice or 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.
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To the Fund:
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The Integrity Funds
0 Xxxx Xxxxxx Xxxxx
Xxxxx, XX 00000
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To the Transfer Agent:
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Integrity Fund Services, Inc.
0 Xxxx Xxxxxx Xxxxx
Xxxxx, XX 00000
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(b)
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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 other party.
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(c)
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This Agreement shall be construed in accordance with the laws of the State of
North Dakota.
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(d)
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This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original; but such counterparts shall, together,
constitute only one instrument.
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(e)
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The captions of this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
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20.
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Liability of Trustees, Officers, and Shareholders.
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The execution and delivery of this Agreement have been authorized by the
Trustees of the Fund and signed by an authorized Officer of the Fund, acting
as such, and neither such authorization by such Trustees nor such execution
and delivery by such Officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, and the
obligations of this Agreement are not binding upon any of the Trustees or
Shareholders of the Fund, but bind only the property of the Fund.
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