FORM OF AMENDED AND RESTATED SUB-TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT, dated as of [DATE], is by and
between PFPC INC. ("PFPC " or the "Transfer Agent"), a Delaware corporation with
principal offices at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx, 00000 and BANK
OF AMERICA, N.A. ("Bank of America"), organized under the laws of North Carolina
and having its principal place of business at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxx Xxxxxxxx, 00000.
WITNESSETH
WHEREAS, PFPC has been appointed transfer agent for those open-end
registered investment companies identified on the attached Schedule A
(individually the "Fund" and collectively the "Funds") pursuant to the terms of
the Transfer Agency and Services Agreement (the "Transfer Agent Agreement(s)")
with each such Fund;
WHEREAS, the Funds are authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets ("Portfolio"). Each such Portfolio shall also be
identified on Schedule A;
WHEREAS, each Portfolio is authorized to issue multiple classes of
shares including, in many cases Primary A Shares and Primary B Shares (together
the "Primary Shares") and Trust Class Shares; and
WHEREAS, the Funds have authorized PFPC to subcontract with and appoint
Bank of America as its agent to perform certain administrative and ministerial
duties and obligations that the Transfer Agent has to the Funds with respect to
Primary Shares and Trust Class Shares which are maintained and administered by
Bank of America and reported to the Transfer Agent on an omnibus basis and Bank
of America desires to accept such appointment;
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, PFPC and Bank of America agree as follows:
Article 1 Definitions
-----------
1.1 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, or other similar organizational
document as the case may be, of the Funds as the same may be amended
from time to time;
(b) "Authorized Person" shall be deemed to include (i) any
authorized Officer of the Fund; or (ii) 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 writing to the
Transfer Agent from time to time;
(c) "Board of Directors" shall mean the Board of Directors or
Board of Trustees 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) "1940 Act" shall mean the Investment Company Act of 1940,
and the rules and regulations promulgated thereunder, all as amended
from time to time;
(g) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by Bank of America from a
person reasonably believed by Bank of America to be an Authorized
Person;
(h) "Prospectus" shall mean the most recently dated Fund
Prospectuses and Statements of Additional Information, including
supplements thereto if any, which have become effective under the
Securities Act of 1933 and the 1940 Act;
(i) "Shares" refers collectively to such Primary Shares, Trust
Shares and shares of any other class as may be agreed by the parties
hereto from time to time, of the of the Portfolios as may be issued
from time to time and maintained and administered by Bank of America
and reported to the Transfer Agent on an omnibus basis.
(j) "Shareholder" shall mean a record owner of Shares; and
(k) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by Bank of America 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.
Article 2 Appointment of Bank of America
------------------------------
2.1 PFPC hereby appoints Bank of America as its subcontractor and agent
to perform certain administrative and ministerial duties on behalf of the Funds,
and Bank of America hereby accepts such appointment and agrees to perform the
duties hereinafter set forth.
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Article 3 Duties of Bank of America
-------------------------
3.1 Bank of America shall be responsible for administering and/or
performing the customary services of a transfer agent; for performing the
customary services of a 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 Transfer Agent) of
Shares, as more fully described in the written Schedule of Duties of Bank of
America annexed hereto as Schedule B and incorporated herein, and in accordance
with the terms of the Prospectus, applicable law and the procedures established
from time to time between Bank of America and the Transfer Agent and/or the
Funds.
3.2 Notwithstanding any of the foregoing provisions of this Agreement,
Bank of America and 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 therefor;
(ii) the legality of the redemption of any Shares, or the propriety of the
amount to be paid therefor; (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. It being understood that such shall be the
responsibility of the Funds.
3.3 Pursuant to a separate agreement with the Transfer Agent, the Funds
retain responsibility for verifying the establishment of transactions in Shares
for each state on the system prior to activation and thereafter monitoring the
daily activity for each state. In connection with the Funds' blue sky state
registration status and pursuant to such agreement, the Transfer Agent is
responsible for the initial establishment of transactions in Shares subject to
blue sky compliance by the Funds and the reporting of such transactions to the
Funds. In connection with such matters, Bank of America will provide to the
Funds and/or the Transfer Agent, as requested, such information relative to
transactions in those Shares as is necessary for the Funds and the Transfer
Agent to perform their respective responsibilities under such agreement.
Article 4 Recordkeeping and Other Information
-----------------------------------
4.1 Bank of America shall create and maintain all records required of
it pursuant to its duties hereunder and as set forth in Schedule B 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 Transfer Agent and the Funds. Where
applicable, such records shall be maintained by Bank of America for the periods
and in the places required by Rule 31a-2 under the 1940 Act.
4.2 To the extent required by Section 31 of the 1940 Act, Bank of
America agrees that all such records prepared or maintained by Bank of America
relating to the services to be performed by Bank of America hereunder are the
property of the Funds and will be
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preserved, maintained and made available in accordance with such section, and
will be surrendered promptly to the Funds on and in accordance with the Funds'
request.
4.3 In case of any requests or demands for the inspection of
Shareholder records of the Funds, Bank of America will endeavor to notify the
applicable Fund of such request and secure Written Instructions as to the
handling of such request. Bank of America 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 comply with such request.
4.4 Upon reasonable notice by the applicable Fund, Bank of America
shall make available during regular business hours such of its facilities and
premises employed in connection with the performance of its duties under this
Agreement for reasonable visitation by such Fund, or any person retained by the
Fund as may be necessary for the Fund to evaluate the quality of the services
performed by Bank of America pursuant hereto.
Article 5 Fund Instructions
-----------------
5.1 Bank of America 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 it receives Written Instruction thereof from the
Fund. Bank of America will also have no liability when 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.
5.2 At any time, Bank of America may request Written Instructions from
the Fund and may seek advice from legal counsel for the Funds, 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 Funds or for Bank of America. Written
Instructions requested by Bank of America will be provided by the Fund within a
reasonable period of time.
5.3 Bank of America, its Officers, agents or employees, shall accept
Oral Instructions or Written Instructions given to them by any person
representing or acting on behalf of a 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 Bank of America's right to
reply on Oral Instructions.
Article 6 Compensation
------------
6.1 Upon receipt of the appropriate payment from the Funds, the
Transfer Agent will compensate Bank of America for the performance of its
obligations hereunder in accordance with the fees set forth in the written Fee
Schedule annexed hereto as
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Schedule C and incorporated herein. The Transfer Agent's responsibility under
this Section 6.1 is conditioned upon receipt of such payment from the Funds.
Article 7 Representations and Warranties of Bank of America
-------------------------------------------------
7.1 Bank of America represents and warrants to the Transfer Agent that:
(a) it is a corporation duly organized and existing and in
good standing under the laws of Texas;
(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform this Agreement;
(c) all requisite corporate proceedings have been taken to
authorize it to enter into this Agreement;
(d) it is duly registered with its appropriate regulatory
agency as a transfer agent and such registration will remain in effect
for the duration of this Agreement;
(e) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
Article 8 Representations and Warranties of the Transfer Agent
----------------------------------------------------
8.1 The Transfer Agent represents and warrants to Bank of America that:
(a) it is duly organized and existing and in good standing
under the laws of the jurisdiction in which it is organized;
(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws and the Transfer Agent Agreement to enter
into this Agreement;
(c) all corporate proceedings required by said Articles of
Incorporation, By-Laws and applicable laws have been taken to authorize
it to enter into this Agreement.
Article 9 Indemnification
---------------
9.1 To, and only to, the extent the Transfer Agent is indemnified by
the Funds pursuant to the terms of the Transfer Agent Agreements, Bank of
America shall not be responsible for and the Transfer Agent shall indemnify and
hold Bank of America harmless from and against any and all claims, costs,
expenses (including reasonable attorneys' fees), losses, damages, charges,
payments and liabilities of any sort or kind which may be asserted against Bank
of America or for which Bank of America may be held to be liable (a "Claim")
arising out of or attributable to any of the following:
5
(a) Any actions of Bank of America required to be taken
pursuant to this Agreement unless such Claim resulted from a negligent
act or omission to act or bad faith by Bank of America in the
performance of its duties hereunder.
(b) Bank of America's reasonable reliance on, or reasonable
use of information, data, records and documents (including but not
limited to magnetic tapes, computer printouts, hard copies and
microfilm copies) received by Bank of America from the Funds, or any
authorized third party acting on behalf of the Funds, including but not
limited to the Transfer Agent or any prior transfer agent for the
Funds, in the performance of Bank of America's duties and obligations
hereunder.
(c) The reliance on, or the implementation of, any Written or
Oral Instructions or any other instructions or requests which are
provided by an Authorized Person of the Fund.
(d) The offer or sale of shares by the Fund in violation of
any requirement under the securities laws or regulations of any state
that such Shares be registered in such state or in violation of any
stop order or other determination or ruling by any state with the
respect to the offer or sale of such Shares in such state.
(e) The Transfer Agent's refusal or failure to comply with the
terms of this Agreement, or any Claim which arises out of this
Agreement, or any Claim which arises out of the Transfer Agent's
negligence or misconduct or the breach of which any representation or
warranty of the Transfer Agent made herein.
9.2 Notwithstanding the foregoing Section 9.1, the Transfer Agent shall
be responsible for and indemnify and hold Bank of America harmless from and
against any and all claims by third parties, including, costs, expenses
(including reasonable attorneys' fees), losses, damages, charges, payments and
liabilities of any sort or kind which may be asserted against Bank of America or
for which Bank of America may be held to be liable arising out of or
attributable to a negligent act or omission to act or bad faith by the Transfer
Agent.
9.3 Bank of America shall indemnify and hold the Transfer Agent
harmless from and against any and all claims, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and liabilities
of any sort or kind which may be asserted against the Transfer Agent or for
which the Transfer Agent may be held to be liable arising out of or attributable
to any negligent act or failure to act or bad faith or willful misconduct on the
part of Bank of America in connection with the performance of its duties under
this Agreement.
9.4 In any case in which either party (the "Indemnifying Party") may be
asked to indemnify or hold the other (the "Indemnified Party") harmless, the
Indemnified Party will notify the Indemnifying Party promptly after identifying
any situation which it believes presents or appears likely to present a claim
for indemnification against the Indemnifying Party although the failure to do so
shall not prevent recovery by the
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Indemnified Party and the Indemnified Party shall keep the Indemnifying Party
advised with respect to all developments concerning such situation. The
Indemnifying Party shall have the option to defend the Indemnified Party against
any Claim which may be the subject of this indemnification, and, in the event
that the Indemnifying Party so elects, such defense shall be conducted by
counsel chosen by the Indemnifying Party and satisfactory to the Indemnified
Party, and thereupon the Indemnifying Party shall take over complete defense of
the Claim and the Indemnified Party shall sustain no further legal or other
expenses in respect of such Claim. The Indemnified Party will not confess any
Claim or make any compromise in any case in which the Indemnifying Party will be
asked to provide indemnification, except with the Indemnifying Party's prior
written consent.
9.5 The obligations of the parties hereto under this Article 9 shall
survive the termination of this Agreement.
Article 10 Standard of Care
----------------
10.1 Bank of America shall at all times, act in good faith and agrees
to use its best efforts within commercially reasonable limits to ensure the
accuracy of all services performed under this Agreement, but assumes no
responsibility for loss or damage to the Transfer Agent unless said errors are
caused by Bank of America's own negligence, bad faith or willful misconduct or
that of its employees.
Article 11 Consequential Damages
---------------------
11.1 In no event and under no circumstances shall either party to 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.
Article 12 Term and Termination
--------------------
12.1 This Agreement shall be effective on September 11, 1995 and shall
continue for a period of five (5) years (the "Initial Term"), unless earlier
terminated pursuant to the terms of this Agreement. Thereafter, this Agreement
shall automatically be renewed for successive terms of three (3) years ("Renewal
Terms") each.
12.2 Either party may terminate this Agreement at the end of the
Initial Term or any subsequent Renewal Term upon not less than ninety (90) days,
or more than one-hundred eighty (180) days, prior written notice to the other
party.
12.3 In the event a termination notice is given by the Transfer Agent,
all expenses associated with movement of records and materials and conversion
thereof to the Transfer Agent or to a successor subcontractor, will be borne by
the Transfer Agent.
12.4 If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice thereof to the Defaulting Party,
and if such material breach shall
7
not have been remedied within thirty (30) days after such written notice is
given, then the Non-Defaulting Party may terminate this Agreement by giving
thirty (30) days written notice of such termination to the Defaulting Party. If
Bank of America is the Non-Defaulting Party, its termination of this Agreement
shall not constitute a waiver of any other rights or remedies of Bank of America
with respect to services performed prior to such termination of rights of Bank
of America to be reimbursed for out-of-pocket expenses. In all cases,
termination by the Non-Defaulting Party shall not constitute a waiver by the
Non-Defaulting Party of any other rights it might have under this Agreement or
otherwise against the Defaulting Party.
12.5 Notwithstanding any provision of this Article 12 to the contrary,
this Agreement shall terminate simultaneously with any termination of the
Transfer Agent Agreement.
Article 13 Confidentiality
---------------
13.1 In connection with the services provided by Bank of America
hereunder, certain confidential and proprietary information regarding Bank of
America and the Transfer Agent may be disclosed to the other. In connection
therewith, the parties agree as follows:
(a) Confidential Information disclosed under this Agreement
shall mean:
(i) any data or information that is competitively
sensitive material, and not generally known to the public,
including, but not limited to, information about product
plans, marketing strategies, finance, operations, customer
relationships, customer profiles, sales estimates, business
plans, and internal performance results relating to the past,
present or future business activities of Bank of America, the
Transfer Agent or the Funds, their respective parent
corporations, their respective subsidiaries and affiliated
companies and the customers, clients and suppliers of any of
the foregoing;
(ii) any scientific or technical information, design,
process, procedure, formula, or improvement that is
commercially valuable and secret in the sense that its
confidentiality affords Bank of America, the Transfer Agent or
the Funds a competitive advantage over its competitors; and
(iii) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer
software, source code, object code, flow charts, databases,
inventions, know-how, show-how and trade secrets, whether or
not patentable or copyrightable.
(b) Confidential Information also includes, without
limitation, all documents, inventions, substances, engineering and
laboratory notebooks, drawings, diagrams, specifications, bills of
material, equipment, prototypes and models, and any other tangible
manifestation of the foregoing which now exist or come into the control
or possession of the party.
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13.2 Except as expressly authorized by prior written consent of the
disclosing party ("Discloser"), the party receiving Confidential Information
("Recipient") shall:
(a) limit access to Discloser's Confidential Information to
Recipient's employees who have a need-to-know in connection with the
subject matter thereof;
(b) advise those employees who have access to the Confidential
Information of the proprietary nature thereof and of the obligations
set forth in this Confidentiality Agreement;
(c) take appropriate action by instruction or agreement with
the employees having access to Discloser's Confidential Information to
fulfill Recipient's obligations under this Confidentiality Agreement;
(d) safeguard all of Discloser's Confidential Information by
using a reasonable degree of care, but not less than that degree of
care used by Recipient in safeguarding its own similar information or
material;
(e) use all of Discloser's Confidential Information solely for
purposes that it was intended;
(f) not disclose any of Discloser's Confidential Information
to third parties.
13.3 Upon Discloser's request, Recipient shall surrender to Discloser
all memoranda, notes, records, drawings, manuals, records, and other documents
or materials (and all copies of same) relating to or containing Discloser's
Confidential Information. When Recipient returns the materials, Recipient shall
certify in writing that it has returned all materials containing or relating to
the Confidential Information.
13.4 The obligations of confidentiality and restriction on use in this
Article 13 shall not apply to any Confidential Information that Recipient
proves:
(a) Was in the public domain prior to the date of this
Agreement or subsequently came into the public domain through no fault
of Recipient;
(b) Was lawfully received by Recipient from a third party free
of any obligation of confidence to the third party;
(c) Was already in Recipient's possession prior to receipt
from Discloser;
(d) Is required to be disclosed in a judicial or
administrative proceeding after all reasonable legal remedies for
maintaining such information in confidence have been exhausted
including, but not limited to, giving Discloser as much advance notice
as practical of the possibility of disclosure to allow Discloser to
stop such disclosure or obtain a protective order concerning such
disclosure; or
9
(e) Is subsequently and independently developed by Recipient's
employees, consultants or agents without reference to Confidential
Information.
13.5 Bank of America and the Transfer Agent agree that money damages
would not be a sufficient remedy for breach of this Article 13. Accordingly, in
addition to all other remedies that either party may have, a party shall be
entitled to specific performance and injunctive or other equitable relief as a
remedy for any breach of this Agreement. The parties agree to waive any
requirement for a bond in connection with any such injunctive or other equitable
relief.
Article 14 Force Majeure
-------------
14.1 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, labor
difficulties, mechanical breakdowns, 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.
Article 15 Amendments
----------
15.1 This Agreement may only be amended or modified by a written
instrument executed by both parties.
Article 16 Subcontracting
--------------
16.1 The Transfer Agent agrees that Bank of America 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
subcontractor shall not relieve Bank of America of its responsibilities
hereunder.
Article 17 Arbitration
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17.1 Any Claim or controversy arising out of or relating to this
Agreement, or breach hereof, shall be settled by arbitration administered by the
American Arbitration Association in Boston, Massachusetts in accordance with its
applicable rules, except that the Federal Rules of Evidence and the Federal
Rules of Civil Procedure with respect to the discovery process shall apply.
17.2 The parties hereby agree that judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction.
17.3 The parties acknowledge and agree that the performance of the
obligations under this Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to the provisions of this Article 17.
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Article 18 Notice
------
18.1 Any notice or other instrument authorized or required by this
Agreement to be given in writing to Bank of America 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 Transfer Agent:
PFPC Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Attention: President
with a copy to:
General Counsel
000 X. Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
To: Bank of America
Bank of America
000 X. Xxxxx Xxxxxx, XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Article 19 Successors
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19.1 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.
Article 20 Governing Law
-------------
20.1 This Agreement shall be governed exclusively by the laws of the
Commonwealth of Massachusetts without reference to the choice of law provisions
thereof. Subject to Article 17, each party to this Agreement hereby (i) consents
to the personal jurisdiction of the Commonwealth of Massachusetts courts over
the parties hereto, hereby waiving any defense of lack of personal jurisdiction;
and (ii) appoints the person to whom notices hereunder are to be sent as agent
for service of process.
Article 21 Counterparts
------------
21.1 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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Article 22 Captions
--------
22.1 The captions included in this Agreement are for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
Article 23 Relationship of Parties
-----------------------
23.1 The parties agree that they are independent contractors and not
partners or co-venturers and nothing contained herein shall be interpreted or
construed otherwise.
Article 24 Entire Agreement; Severability
------------------------------
24.1 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 written
above.
PFPC INC.
By:
------------------------------
Title:
---------------------------
BANK OF AMERICA, N.A.
By:
------------------------------
Title:
---------------------------
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SCHEDULE A
FUND PORTFOLIOS
NATIONS FUNDS TRUST
-------------------
Nations California Intermediate Municipal Bond Fund
Nations New York Municipal Bond Fund
Nations New York Tax-Exempt Reserves
Approved: November 28, 2001
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Schedule B
DUTIES OF BANK OF AMERICA
-------------------------
1. Shareholder Information. Bank of America shall maintain a record of
-----------------------
the number of Shares held by each Shareholder of record which shall include
name, address, and taxpayer identification number and which shall indicate
whether such Shares are held in certificates or uncertificated form.
2. Shareholder Services. Bank of America shall respond as appropriate
--------------------
to all inquiries and communications from Shareholders relating to Shareholder
accounts with respect to its duties hereunder and as may be from time to time
mutually agreed upon between Bank of America and the Transfer Agent (or the
Funds as the case maybe).
3. Share Certificates.
------------------
(a) At the expense of the Funds, the Funds shall supply Bank
of America with an adequate supply of blank share certificates to meet Bank of
America's requirements therefor. Such Share certificates shall be properly
signed by facsimile. Notwithstanding the death, resignation, or removal of any
Officer of the Fund whose signature appears on such certificates, Bank of
America or its agent may continue to countersign certificates which bear such
signatures until otherwise directed by Written Instructions.
(b) Bank of America shall issue replacement Share certificates
in lieu of certificates which have been lost, stolen or destroyed, upon receipt
by Bank of America of properly executed affidavits and lost certificate bonds,
in form satisfactory to Bank of America, with the applicable Fund and Bank of
America as obligees under the bond.
(c) Bank of America shall also maintain a record of each
certificate issued, the number of Shares represented thereby and the Shareholder
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
shall maintain comparable records of the Shareholders thereof, including their
names, addresses and taxpayer identification numbers. Bank of America shall
further maintain a stop transfer record on lost and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials. Bank of
-------------------------------------------------------
America will address and mail to Shareholders of the Funds, all reports to
Shareholders, dividend and distribution notices and proxy material for the
Funds' meetings of Shareholders. In connection with meetings of Shareholders,
Bank of America 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) Bank of America shall not be required to issue any Shares
of the Funds where it has received a Written Instruction from the applicable
Fund or official notice from any appropriate authority that the sale of the
Shares of such Fund has been suspended or discontinued. The existence of such
Written Instructions or such official notice shall be conclusive evidence of the
right of Bank of America to rely on such Written Instructions or official
notice.
(b) In the event that any check or other order for the payment
of money is returned unpaid for any reason, Bank of America will endeavor to:
(i) give prompt notice of such return to the applicable 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 Bank of America may from time to
time deem appropriate.
6. Transfer and Repurchase.
-----------------------
(a) Bank of America shall process all requests to transfer or
redeem Shares in accordance with the transfer or repurchase procedures set forth
in the applicable Fund's Prospectus.
(b) Bank of America 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 Bank of America reasonably may deem necessary.
(c) Bank of America reserves the right to refuse to transfer
or repurchase Shares until it is satisfied that the endorsement on the
instructions is valid and genuine. Bank of America also reserves the right to
refuse to 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 Bank of
America, in its reasonable 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.
(d) When Shares are redeemed, Bank of America shall, upon
receipt of the instructions and documents in proper form, deliver to the
Transfer Agent and the applicable Fund or its designee a notification setting
forth the number of Shares to be redeemed. Such redeemed Shares shall be
reflected on appropriate accounts maintained by Bank of America reflecting
outstanding Shares of the applicable Fund and Shares attributed to individual
accounts.
(e) Bank of America shall, upon receipt of the monies paid to
it by the Transfer Agent for the redemption of Shares, pay such monies as are
received from the Transfer Agent, all in accordance with the procedures
described in the Written Instructions received by Bank of America from the
Funds.
(f) Bank of America shall not process or effect any repurchase
with respect to Shares of any Fund after receipt by Bank of America or its agent
of notification of the suspension of the determination of the net asset value of
such Fund.
7. Dividends.
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(a) Upon the declaration of each dividend and each capital
gains distribution by the Board of Directors of the Funds with respect to Shares
of the Funds, the Funds shall furnish or cause to be furnished to Bank of
America Written Instructions 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 Bank of America on the payment date and whether such
dividend or distribution is to be paid in Shares at net asset value.
(b) On or before the payment date specified in such resolution
of the Board of Directors, the applicable Fund will pay to Bank of America
sufficient cash to make payment on such payment date to the Shareholders of
record on the record date.
(c) If, prior to the payment date, Bank of America does not
receive sufficient cash from the applicable Fund to make total dividend and/or
distribution payments to all Shareholders of record of such Fund as of the
record date, Bank of America will, upon notifying such Fund, withhold payment to
all Shareholders of record as of the record date until sufficient cash is
provided to Bank of America.
8. Daily Activity. Bank of America will communicate via fax all "net"
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activity for the day to PFPC. PFPC shall update the transfer agent system and
notify fund accounting of money movement based on such information.
9. In addition to and neither in lieu nor in contravention of the
services set forth above, Bank of America shall: (i) perform all the customary
services of a transfer agent, registrar, dividend disbursing agent and agent of
the dividend reinvestment and cash purchase plan as described herein consistent
with those requirements in effect as of the date of this Agreement. The detailed
definition, frequency, limitations and associated costs (if any) set out in the
attached fee schedule, include but are not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting lists, mailing proxies,
tabulating proxies, mailing Shareholder reports to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts where
applicable, 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.
Schedule C
Fee Schedule
Upon receipt of the appropriate payment from the Funds, the Transfer Agent will
pay Bank of America for the performance of its obligations hereunder a fee equal
to the costs incurred by Bank of America in providing services pursuant to its
obligations hereunder at the annual rate of up to 0.01% of the net assets
attributable to the Shares.
