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EXHIBIT 9
TRANSFER AGENCY, ACCOUNTING SERVICES
AND ADMINISTRATIVE SERVICES AGREEMENT
Agreement made as of the 24th day of September, 1993
between XXXXXXXX-XXXXXXXX U.S. GOVERNMENT RESERVES SERIES OF GRADISON CASH
RESERVES TRUST, a business trust organized and existing under the laws of the
State of Massachusetts, having its principal office and place of business at 000
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000 (hereinafter referred to as the "Fund"),
and XxXXXXXX & COMPANY SECURITIES, INC., a registered transfer agent, having its
principal office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx
00000 (hereinafter referred to as the "Transfer Agent").
W I T N E S S E T H:
- - - - - - - - - -
That for and in connection of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall
have the following meanings:
1. "Approved Institution" shall mean an entity so named in a
Certificate. From time to time the Fund may amend a previously delivered
Certificate by delivering to the Transfer Agent a Certificate naming an
additional entity or deleting any entity named in a previously delivered
Certificate.
2. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Transfer Agent by the Fund which is signed by any Officer, as hereinafter
defined, and actually received by the Transfer Agent.
3. "Custodian" shall mean the Fund's custodian under the terms
and conditions of the Custody Agreement between the Custodian and the Fund, or
its successor(s).
4. "Fund Business Day" shall be deemed to be each day on which
The New York Stock Exchange, Inc. is open for trading.
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5. "Officer" shall be deemed to be the Fund's Chairman of the
Board, the Fund's President, any Vice President of the Fund, the Fund's
Secretary, the Fund's Treasurer, any Controller of the Fund, any Assistant
Controller of the Fund, any Assistant Treasurer of the Fund, any Assistant
Secretary of the Fund, and any other person duly authorized by the Board of
Trustees of the Fund to execute any Certificate, instruction, notice or other
instrument on behalf of the Fund and named in the Certificate annexed hereto as
Appendix A, as such Certificate may be amended from time to time, and any person
reasonably believed by the Transfer Agent to be such a person.
6. "Shares" shall mean all or any part of each class of shares
of beneficial interest in the Fund listed in the Certificate annexed hereto as
Appendix B, as may be amended from time to time, which from time to time are
authorized and/or issued by the Fund.
7. "Prospectus" shall mean the last Fund prospectus and
statement of additional information actually received by the Transfer Agent from
the Fund with respect to which the Fund has indicated a registration statement
under the Federal Securities Act of 1933, as amended ("1933 Act"), has become
effective.
8. "Transfer Agent" shall mean XxXxxxxx & Company Securities,
Inc., as transfer agent, dividend disbursing agent, and accounting and
administrative services provider under the terms and conditions of this
Agreement, its successor(s) or assign(s).
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. The Fund hereby constitutes and appoints the Transfer Agent
as transfer agent of all of the Shares of the Fund and as dividend disbursing
agent during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as transfer
agent and dividend disbursing agent and agrees to perform the duties thereof as
hereinafter set forth.
3. In connection with such appointment, the Fund shall deliver
the following documents to the Transfer Agent:
(a) A certified copy of the Declaration of Trust of the
Fund and all amendments thereto;
(b) A certified copy of the By-Laws of the Fund;
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(c) A certified copy of a resolution of the Board of
Trustees of the Fund appointing the Transfer Agent and authorizing the execution
of this Transfer Agency Agreement;
(d) A Certificate signed by the Secretary of the Fund
specifying with respect to each class of Shares: the number of authorized
Shares, the number of such authorized Shares issued, and the number of such
authorized Shares issued and currently outstanding, the names and specimen
signatures of the Officers of the Fund, and the name and address of the legal
counsel for the Fund;
(e) Specimen Share certificates for each class of Shares,
if any, in the form approved by the Board of Trustees of the Fund, together with
a certificate signed by the Secretary of the Fund as to such approval; and
(f) Copies of the Fund's Registration Statement, as
amended to date, and the most recently filed Post-Effective Amendment thereto,
filed by the Fund with the Securities and Exchange Commission ("SEC") under the
1933 Act, and under the Investment Company Act of 1940, as amended ("1940 Act"),
together with any applications filed in connection therewith.
4. If Share certificates are issued, the Fund shall furnish
the Transfer Agent with a sufficient supply of blank Share certificates and from
time to time will renew such supply upon request of the Transfer Agent. Such
blank Share certificates shall be properly signed, by facsimile or otherwise, by
Officers of the Fund authorized by law or by the by-laws to sign Share
certificates, and, if required, shall bear the corporate seal or facsimile
thereof.
ARTICLE III
RECAPITALIZATION OR CAPITAL ADJUSTMENT
1. In the case of any negative stock split, recapitalization
or other capital adjustment requiring a change in the form of Share
certificates, the Transfer Agent will issue Share certificates in the new form
in exchange for, or upon transfer of, outstanding Share certificates in the old
form, upon receiving:
(a) A Certificate authorizing the issuance of Share
certificates in the new form;
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(b) Specimen Share certificates for each class of Shares in
the new form approved by the Board of Trustees of the Fund, with a Certificate
signed by the Secretary of the Fund as to such approval; and
(c) An opinion of counsel for the Fund with respect to the
validity of the Shares in the new form and the status of such Shares under the
1933 Act and any other applicable federal law or regulation (i.e., if subject to
registration, that the Shares have been registered and that the Registration
Statement has become effective or, if exempt, the specific grounds therefor).
2. The Fund shall furnish the Transfer Agent with a sufficient
supply of blank Share certificates in the new form, and from time to time will
replenish such supply upon the request of the Transfer Agent. Such blank Share
certificates shall be properly signed by Officers of the Fund authorized by law
or by the by-laws to sign Share certificates and, if required, shall bear the
corporate seal or facsimile thereof. The Fund agrees to indemnify and exonerate,
save and hold harmless the Transfer Agent from and against any and all claims or
demands that may be asserted against the Transfer Agent with respect to the
genuineness of any Share certificate supplied to the Transfer Agent pursuant to
this section.
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ARTICLE IV
ISSUANCE, REDEMPTION, AND TRANSFER OF SHARES
1. (a) The Transfer Agent shall accept with respect to each
Fund Business Day, at such times as are agreed upon from time to time by the
Transfer Agent and the Fund, each (i) purchase order received from a purchaser,
or shareholder, whether or not an Approved Institution, and (ii) redemption
request either received from a shareholder, whether or not an Approved
Institution, or contained in a Certificate, provided that (A) such purchase
order or redemption request, as the case may be, is reasonably believed by the
Transfer Agent to be in conformity with the Fund's purchase and redemption
procedures described in the Prospectus, and (B) the Transfer Agent has agreed to
accept and act in accordance with such type of purchase order or redemption
request, as the case may be.
(b) The Transfer Agent also shall accept with respect to
each Fund Business Day, at such times as are agreed upon from time to time by
the Transfer Agent and the Fund, a computer tape consistent in all respects with
the Transfer Agent's tape layout package, as amended from time to time, which is
believed by the Transfer Agent to be furnished by or on behalf of any Approved
Institution.
2. On each Fund Business Day the Transfer Agent shall, as of
the time at which the Fund computes its net asset value, issue to, and redeem
from, the accounts specified in a purchase order, redemption request, or
computer tape which in accordance with the Prospectus is effective on such Fund
Business Day the appropriate number of full and fractional Shares based on the
net asset value per Share of such class specified in an advice received on such
Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption
specified in a computer tape is for a dollar value of Shares in excess of the
dollar value of uncertificated Shares in the specified account, the Transfer
Agent shall not effect such redemption in whole or part, and promptly shall
orally advise both the Fund and the Approved Institution which supplied such
tape of such discrepancy.
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3. The Transfer Agent shall, as of each Fund Business Day
specified in a Certificate or resolution described in paragraph 1 of succeeding
Article V, issue Shares of a class, based on the net asset value per Share of
such class specified in an advice received from the Fund on such Fund Business
Day, in connection with a reinvestment of a dividend or distribution on Shares
of such class.
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4. On each Fund Business Day, the Transfer Agent shall supply
the Fund with a statement specifying with respect to the immediately preceding
Fund Business Day: the total number of Shares of each class (including
fractional Shares) issued and outstanding at the opening of business on such
day; the total number of Shares of each Class sold to the Custodian, on such day
pursuant to preceding paragraph 2 of this Article; the total number of Shares of
each class redeemed by the Custodian on such day; the total number of Shares of
each class, if any, sold to the Custodian on such day pursuant to preceding
paragraph 3 of this Article, and the total number of Shares of each class issued
and outstanding. On the same day such statement is received by the Fund, the
Fund shall confirm the information contained therein by delivering to the
Transfer Agent a Certificate with respect to the same.
5. In connection with each purchase and each redemption of
Shares, the Transfer Agent shall send such statements as are described in the
Prospectus. If the Prospectus indicates that certificates for Shares are
available, and if specifically requested in writing by any shareholder, the
Transfer Agent will countersign, issue and mail to such shareholder at the
address set forth in the records of the Transfer Agent, a Share certificate for
any full Shares requested. In addition, the Transfer Agent shall issue and mail
Share certificates for full Shares requested otherwise than in writing provided
(i) such request is in accordance with the Prospectus and (ii) the Transfer
Agent has expressly agreed with the Fund to act in accordance with such
requests.
6. As of each Fund Business Day the Transfer Agent shall
furnish the Custodian with an advice setting forth the number and dollar amount
of Shares to be redeemed or purchased on such Fund Business Day in accordance
with paragraph 2 of this Article.
7. Upon receipt of moneys paid to it by the Custodian in
connection with a redemption of Shares, the Transfer Agent shall cancel the
redeemed Shares and after making appropriate deduction for any withholding of
taxes required of it by applicable law (a) in the case of a redemption of Shares
pursuant to a redemption described in preceding paragraph 1(a) of this Article,
make payment in accordance with the Fund's redemption and payment procedures
described in the Prospectus, and (b) in the case of a redemption of Shares
pursuant to a computer tape described in preceding paragraph 1(b) of this
Article, make payment by directing a federal funds wire order to the account
previously designated by the Approved Institution specified in said computer
tape.
8. The Transfer Agent shall not be required to issue any
Shares after it has received from an Officer of the Fund or from an appropriate
federal or state authority written notification that the sale of Shares has been
suspended or discontinued, and the Transfer Agent shall be entitled to rely upon
such written notification.
9. Upon the issuance of any Shares in accordance with this
Agreement the Transfer Agent shall not be responsible for the payment of any
original
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issue or other taxes required to be paid by the Fund in connection with such
issuance of any Shares.
10. Shares which are subject to restriction on transfer or
redemption (including, without limitation, Shares acquired pursuant to a
restrictive investment representation, Shares held by controlling persons,
Shares subject to shareholder's agreements, etc.) other than the general
restrictions on the transferability of the Shares described in the Prospectus,
may not be transferred or redeemed except upon receipt by the Transfer Agent of
an opinion of counsel for the Fund stating that such transfer or redemption is
in accordance with applicable law, and may be properly effected. The Transfer
Agent shall be entitled to rely upon such opinion and shall be indemnified by
the Fund for any transfer or redemption made in reliance upon any such opinion.
11. The Transfer Agent shall accept a computer tape consistent
with the Transfer Agent's tape layout package, as amended from time to time,
which is reasonably believed by the Transfer Agent to be furnished by or on
behalf of any Approved Institution and is represented to be instructions with
respect to the transfer of Shares from one account of such Approved Institution
to another such account, and shall effect the transfers specified in said
computer tape.
12. (a) Except as otherwise provided in sub-paragraph (b) of
this paragraph and in paragraph 13 of this Article, Shares will be transferred
or redeemed upon presentation to the Transfer Agent of Share certificates or
instructions properly endorsed for transfer or redemption, accompanied by such
documents as the Transfer Agent deems necessary to evidence the authority of the
person making such transfer or redemption, and bearing satisfactory evidence of
the payment of stock transfer taxes. In the case of small estates, where no
administration is contemplated, the Transfer Agent may, when furnished with an
appropriate surety bond, and without further approval of the Fund, transfer or
redeem Shares registered in the name of a decedent where the current market
value of the Shares being transferred does not exceed such amount as may from
time to time be prescribed by various states. The Transfer Agent reserves the
right to refuse to transfer or redeem Shares until it is satisfied that the
endorsement on the share certificate or instructions is valid and genuine, and
for that purpose it will require, unless otherwise instructed by an authorized
Officer of the Fund, a guarantee of signature by a member firm of a National
Securities Exchange, by a bank or trust company acceptable to the Transfer
Agent, or as otherwise provided by regulation of the SEC. The Transfer Agent
also reserves the right to refuse to transfer or redeem Shares until it is
satisfied that the requested transfer or redemption is legally authorized, and
it shall incur no liability for the refusal, in good faith, to make transfers to
redemptions which the Transfer Agent, in its judgment, deems improper or
unauthorized, or until it is satisfied that there is no basis to any claims
adverse to such transfer or redemption. The Transfer Agent may, in effecting
transfers and redemptions of Shares, rely upon those provisions of the Uniform
Act for the Simplification of Fiduciary Security Transfers or the Uniform
Commercial Code, as the same may be amended from time to time, applicable to the
transfer of securities, and the Fund shall
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indemnify the Transfer Agent for any act done or omitted by it in good faith in
reliance upon such laws.
(b) Notwithstanding the foregoing or any other provision
contained in this Agreement to the contrary, the Transfer Agent shall be fully
protected by the Fund in not requiring any instruments, documents, assurances,
endorsements or guarantees, including without limitation, any signature
guarantees, in connection with a redemption, or transfer, of Shares whenever the
Transfer Agent reasonably believes that requiring the same would be inconsistent
with the transfer and redemption procedures as described in the Prospectus.
13. Notwithstanding any provision contained in this Agreement to the
contrary, the Transfer Agent shall not be required or expected to require, as a
condition to any transfer of any Shares pursuant to paragraph 11 of this Article
or any redemption of any Shares pursuant to a computer tape described in this
Article, any documents, including, without limitation, any documents, of the
kind described in sub-paragraph (a) of paragraph 12 of this Article, to evidence
the authority of the person requesting the transfer or redemption and/or the
payment of any stock transfer taxes, and shall be fully protected in acting in
accordance with the applicable provisions of this Article.
14. (a) As used in this Agreement, the terms "computer tape" and
"computer tape believed by the Transfer Agent to be furnished by an Approved
Institution" shall include any tapes generated by the Transfer Agent to reflect
information believed by the Transfer Agent to have been input by an Approved
Institution, via a remote terminal or other similar link, into a data
processing, storage, or collection system, or similar system (the "System"),
located on the Transfer Agent's premises. For purposes of paragraph 1 of this
Article, such a computer tape shall be deemed to have been furnished at such
times as are agreed upon from time to time by the Transfer Agent and Fund only
if the information reflected thereon was input into the System at such times as
are agreed upon from time to time by the Transfer Agent and Fund.
(b) Nothing contained in this Agreement shall constitute any
agreement or representation by the Transfer Agent to permit, or to agree to
permit, any Approved Institution to input information into a System.
15. The Fund hereby retains the Transfer Agent to provide all necessary
services to the Fund with respect to maintaining the books and accounting
records of the Fund, coordinating the transfer agent activities with the Fund,
pricing the securities of the Fund, calculating its net asset value,
coordinating the audit function with the Fund's independent accountant, and such
other activities as may be agreed to from time to time. The Fund shall pay to
the Transfer Agent a fee for providing such services as set forth in Appendix A
to this Agreement.
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ARTICLE V
DIVIDENDS AND DISTRIBUTIONS
1. The Fund shall furnish to the Transfer Agent a copy of a resolution
of its Board of Trustees, certified by the Secretary or any Assistant Secretary,
either (i) setting forth with respect to a class of Shares the date of the
declaration of a dividend or distribution, the date of accrual or payment, as
the case may be, thereof, the record date as of which Shareholders entitled to
payment, or accrual, as the case may be, shall be determined, the amount per
Share of such dividend or distribution, the payment date on which all previously
accrued and unpaid dividends are to be paid, and the total amount, if any,
payable to the Transfer Agent on such payment date, or (ii) authorizing the
declaration of dividends and distributions on a daily or other periodic basis
and authorizing the Transfer Agent to rely on a Certificate setting forth the
information described in subsection (i) of this paragraph.
2. Upon the payment date specified in such Certificate or resolution,
as the case may be, the Fund shall, in the case of a cash dividend or
distribution, cause the Custodian to make available to the Transfer Agent an
amount of cash, if any, sufficient for the Transfer Agent to make the payment,
if any, specified in such Certificate or resolution, as the case may be, to the
Shareholders of record as of such payment date. The Transfer Agent will, upon
receipt of any such cash, make payment of such cash dividends or distributions
to the Shareholders of record as of the record date by: (i) mailing a check,
payable to the registered shareholder, to the address of record or dividend
mailing address, or (ii) wiring such amounts to the accounts previously
designated by an Approved Institution, as the case may be. The Transfer Agent
shall not be liable for any improper payments made in accordance with a
Certificate or resolution described in the preceding paragraph. If the Transfer
Agent shall not receive from the Custodian sufficient cash to make payments of
any cash dividend or distribution on the payable date to all shareholders of
record of the Fund as of the record date, the Transfer Agent shall, upon
notifying the Fund, withhold payment to all shareholders of record as of the
record date until sufficient cash is provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no way be
responsible for the determination of the rate or form of dividends or capital
gain distributions due to the shareholders.
4. It is understood that the Transfer Agent shall file such appropriate
information returns concerning the payment of dividends and capital gain
distributions with the proper federal, state and local authorities as are
required by law to be filed by the Fund but shall in no way be responsible for
the collection or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent required of it by applicable
law or agreed between the Transfer Agent and the Fund.
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ARTICLE VI
CONCERNING THE FUND
1. The Fund shall promptly deliver to the Transfer Agent written notice
of any change in the Officers authorized to sign Share certificates,
Certificates, notifications or requests, together with a specimen signature of
each new Officer. In the event any Officer who shall have signed manually or
whose facsimile signature shall have been affixed to blank Share certificates
shall die, resign or be removed prior to issuance of such Share certificates,
the Transfer Agent may issue such Share certificates of the Fund notwithstanding
such death, resignation or removal, and the Fund shall promptly deliver to the
Transfer Agent such approval, adoption or ratification as may be required by
law.
2. Each copy of the Declaration of Trust of the Fund and copies of all
amendments thereto shall be certified by the Secretary of the Fund. Each copy of
the By-Laws and copies of all amendments thereto, and copies of resolutions of
the Board of Trustees of the Fund, shall be certified by the Secretary of the
Fund.
3. It shall be the sole responsibility of the Fund to deliver to the
Transfer Agent the Fund's currently effective Prospectus and, for purposes of
this Agreement, the Transfer Agent shall not be deemed to have notice of any
information contained in such Prospectus until it is actually received by the
Transfer Agent.
ARTICLE VII
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents that it is currently registered with
the appropriate federal agency for the registration of transfer agents, or is
otherwise permitted to conduct lawfully its activities without such registration
and that it will remain so registered for the duration of this Agreement. The
Transfer Agent agrees that it will promptly notify the Fund in the event of any
material change in its status as a registered transfer agent. Should the
Transfer Agent fail to be registered with the SEC as a transfer agent at any
time during this Agreement, and such failure to register does not permit the
Transfer Agent to conduct lawfully its activities, the Fund may terminate this
Agreement upon five days' written notice to the Transfer Agent.
2. The Transfer Agent shall not be liable and shall be fully protected
in acting upon any computer tape, writing or document reasonably believed by it
to be genuine and to have been signed or made by the proper person or persons
and shall not be held to have any notice of any change of authority of any
person until receipt of written notice thereof from
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the Fund or such person. It shall also be protected in processing Share
certificates which it reasonably believes to bear the proper manual or facsimile
signatures of the Officers of the Fund and the proper countersignature of the
Transfer Agent.
3. The Transfer Agent may establish such additional procedures, rules
and regulations governing the transfer or registration of certificates of stock
as it may deem advisable and consistent with such rules and regulations
generally adopted by transfer agents.
4. The Transfer Agent shall keep such records in complete and accurate
form as are required by law or otherwise as required by the Fund's Prospectus or
Statement of Additional Information or good business practice in the form and
manner, and for such period, as it may deem advisable but not inconsistent with
the rules and regulations of appropriate government authorities, in particular
Rules 31a-2 and 31a-3 under the 1940 Act, as amended from time to time. The
Transfer Agent may deliver to the Fund from time to time as mutually agreed with
the Fund, for safekeeping or disposition by the Fund in accordance with law,
such records, papers, Share certificates which have been canceled in transfer,
exchange or redemption, or other documents accumulated in the execution of its
duties as such Transfer Agent, other than those which the Transfer Agent is
itself required to maintain pursuant to applicable laws and regulations, and the
Fund shall assume all responsibility for any failure thereafter to produce any
record, paper, canceled Share certificate, or other document so returned, if and
when required. The records hereto maintained by the Transfer Agent pursuant to
this paragraph 4, which have not been previously delivered to the Fund pursuant
to the foregoing provisions of this paragraph 4, shall be considered to be the
property of the Fund, shall be made available promptly upon request for
inspection by the officers, employees and auditors of the Fund, and such records
shall be delivered to the Fund upon request and in any event upon the date of
termination of this Agreement, as specified in Article VIII of this Agreement,
in the form and manner kept by the Transfer Agent on such date of termination or
such earlier date as may be requested by the Fund.
5. The Transfer Agent agrees on its own behalf and that of its
employees to keep confidential all records of the Fund and information relating
to the Fund and its shareholders (past, present and future), its investment
adviser and its principal underwriter, unless the release of such records or
information is otherwise consented to, in writing, by the Fund prior to its
release. The Fund agrees that such consent shall not be unreasonably withheld,
and may not be withheld where the Transfer Agent may be exposed to civil or
criminal contempt proceedings or when required to divulge such information or
records to duly constituted authorities.
6. Subject to approval by the Fund, the Transfer Agent may employ
agents or attorneys-in-fact at the expense of the Fund. If the selection of any
such agent or attorney-in-fact is approved by the Fund in a Certificate, the
Transfer Agent shall not be liable for any loss or expense arising out of, or in
connection with, the actions or omissions to act of
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such agent or attorney-in-fact so long as the Transfer Agent acts in good faith
and without negligence or willful misconduct in the selection of such agent or
attorney-in-fact. In the event the selection of an agent or attorney-in-fact is
not approved by the Fund, the Transfer Agent shall have with respect to the
actions or omissions to act of such agent or attorney-in-fact the same rights,
duties, and responsibilities as the Transfer Agent would have if any such
actions or omissions to act were the action or omission to act of the Transfer
Agent or any officer or employee of the Transfer Agent. Notwithstanding the
foregoing, nothing contained in this paragraph shall obligate the Fund to
approve the selection of any agent or attorney-in-fact, and the Fund shall at
all times be free to withhold any such approval.
7. Except to the extent set forth in paragraph 6 of this Article, the
Transfer Agent shall not be liable for any loss or damage, including counsel
fees, resulting from its actions or omissions to act or otherwise, except for
any loss or damage arising out of its own failure to act in good faith,
negligence or willful misconduct.
8. The Transfer Agent shall maintain insurance of the types and in the
amounts deemed by it to be appropriate. To the extent that policies of insurance
may provide for coverage of claims for liability or indemnity by the parties set
forth in this Agreement, the contracts of insurance shall take precedence, and
no provision of this Agreement shall be construed to relieve an insurer of any
obligation to pay claims to the Fund, the Transfer Agent or other insured party
which would otherwise be a covered claim in the absence of any provision of this
Agreement.
9. The Transfer Agent represents and warrants that, to the best of its
knowledge, the various procedures and systems which the Transfer Agent has
implemented with regard to the safeguarding form loss or damage attributable by
fire, theft or any other cause (including provision for twenty-four hours a day
restricted access) of the Fund's blank checks, certificates, records and other
data and the Transfer Agent's 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 obligation hereunder. The Transfer Agent shall review
such systems and procedures on a periodic basis and the Fund shall have access
to review these systems and procedures.
10. The Fund shall indemnify and exonerate, save and hold harmless the
Transfer Agent from and against any and all claims (whether with or without
basis in fact or law), demands, expenses (including attorney's fees) and
liabilities of any and every nature which the Transfer Agent may sustain or
incur or which may be asserted against the Transfer Agent by any person by
reason of or as a result of any action taken or omitted to be taken by the
Transfer Agent in good faith and without negligence or willful misconduct or in
reliance upon (i) any provision of this Agreement; (ii) the Prospectus; (iii)
any instruction or order including, without limitation, any computer tape
reasonably believed by the
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Transfer Agent to have been received from an Approved Institution; (iv) any
instrument, order or Share certificate reasonably believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized Officer of
the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any
opinion of legal counsel for the Fund or the Transfer Agent. The Fund shall
indemnify and exonerate, save and hold harmless the Transfer Agent from and
against any and all claims (whether with or without basis in fact or law),
demands, expenses (including attorney's fees) and liabilities of any and every
nature which the Transfer Agent may sustain or incur or which may be asserted
against the Transfer Agent by any person by reason of or as a result of any
action taken or omitted to be taken by the Transfer Agent in good faith in
connection with its appointment or in reliance upon any law, act, regulation or
any interpretation of the same even though such law, act or regulation may
thereafter have been altered, changed, amended or repealed.
11. Specifically, but not by way of limitation, the Fund shall
indemnify and exonerate, save and hold harmless the Transfer Agent from and
against any and all claims (whether with or without basis in fact or law),
demands, expenses (including attorney's fees) and liabilities of any and every
nature which the Transfer Agent may sustain or incur or which may be asserted
against the Transfer Agent to any person in connection with the genuineness of a
Share certificate, the Transfer Agent's capacity and authorization to issue
Shares and the form and amount of authorized Shares.
12. At any time, the Transfer Agent may apply to an Officer of the Fund
for written instructions with respect to any matter arising in connection with
the Transfer Agent's duties and obligations under this Agreement, and the
Transfer Agent shall not be liable for any action taken or permitted by it in
good faith in accordance with such written instructions. Such application by the
Transfer Agent for written instructions from an Officer of the Fund may, at the
option of the Transfer Agent, set forth in writing any action proposed to be
taken or omitted by the Transfer Agent with respect to its duties or obligations
under this Agreement and the date on and/or after which such action shall be
taken, and the Transfer Agent shall not be liable for any action taken or
omitted in accordance with a proposal included in any such application on or
after the date specified therein unless, prior to taking or omitting any such
action, the Transfer Agent has received written instructions in response to such
application specifying the action to be taken or omitted. The Transfer Agent may
consult counsel to the Fund, or its own counsel, at the expense of the Fund, and
shall be fully protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of counsel to the Fund or its own
counsel.
13. The Transfer Agent agrees to indemnify and hold harmless the Fund
from all taxes, charges expenses, assessments, claims and liabilities arising
from the Transfer Agent's obligations pursuant to this Agreement (including,
without limitation, liabilities arising under the federal securities laws, and
any state and foreign securities and blue sky laws, and amendments thereto) and
expenses, including (without limitation) reasonable attorneys' fees and
disbursements arising directly or indirectly out of the Transfer Agent's
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own willful misfeasance, bad faith, negligence or reckless disregard of its
duties and obligations under this Agreement.
14. In order that the indemnification provisions contained in this
Article shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claims. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
15. When mail is used for delivery of non-negotiable Share
certificates, the value of which does not exceed the limits of the Transfer
Agent's Blanket Bond, the Transfer Agent shall send such non-negotiable Share
certificates by first class mail, and such deliveries will be covered while in
transit by the Transfer Agent's Blanket Bond. Non-negotiable Share certificates,
the value of which exceed the limits of the Transfer Agent's Blanket Bond, will
be sent by insured registered mail. Negotiable Share certificates will be sent
by insured registered mail. The Transfer Agent shall advise the Fund of any
Share certificates returned as undelivered after being mailed as herein
provided.
16. The Transfer Agent may issue new Share certificates in place of
Share certificates represented to have been lost, stolen or destroyed upon
receiving instructions in writing from an Officer and indemnity satisfactory to
the Transfer Agent. Such instructions from the Fund shall be in such form as
approved by the Board of Trustees of the Fund in accordance with the provisions
of law or of the By-Laws of the Fund governing such matters. If the Transfer
Agent receives written notification from the owner of the lost, destroyed or
stolen Share certificate within a reasonable time after he has notice of it, the
Transfer Agent shall promptly notify the Fund and shall act pursuant to written
instructions signed by an Officer. If the Fund receives such written
notification from the owner of the lost, destroyed or stolen Share certificate
within a reasonable time after he has notice of it, the Fund shall promptly
notify the Transfer Agent and the Transfer Agent shall act pursuant to written
instructions signed by an Officer. The Transfer Agent shall not be liable for
any act done or omitted by it pursuant to the written instructions described
herein. The Transfer Agent may issue new Share certificates in exchange for, and
upon surrender of, mutilated Share certificates.
17. The Transfer Agent will issue and mail subscription warrants for
Shares of beneficial interest, Shares representing stock dividends, exchanges or
splits, or act as conversion agent upon receiving written instructions from an
Officer and such other documents as the Transfer Agent may deem necessary.
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18. The Transfer Agent will supply shareholder lists to the Fund from
time to time upon receiving a request therefor from an Officer of the Fund.
19. In case of any requests or demands for the inspection of the
shareholder records of the Fund, the Transfer Agent will endeavor to notify the
Fund and to secure instructions from an Officer prior to such inspection.
Notwithstanding the foregoing, the Transfer Agent shall have the right to
exhibit such records to any Federal or State authority with whom the Fund or
Shares are registered, and the Transfer Agent shall further have the right to
exhibit any such records to any person whenever it receives an opinion from its
counsel that there is reasonable likelihood that the Transfer Agent will be held
liable for the failure to exhibit such records, provided, however, that in
connection with any such exhibiting the Transfer Agent shall promptly notify the
Fund upon receipt of any such request or demand for inspection, indicating
whether such exhibiting has been made or is to be made.
20. At the request of an Officer, the Transfer Agent will address and
mail such appropriate notices to shareholders as the Fund may direct.
21. Notwithstanding any of the foregoing provisions of this Agreement,
the Transfer Agent shall be under no duty or obligation to inquire into, and
shall not be liable for:
(a) The legality of the issue or sale of any Shares, the
sufficiency of the amount to be received therefor, or the authority of
the Approved Institution or of the Fund, as the case may be, to request
such sale or issuance;
(b) The legality of a transfer of Shares, or of a redemption
of any Shares, the propriety of the amount to be paid therefor, or the
authority of the Approved Institution or of the Fund, as the case may
be, to request such transfer or redemption;
(c) The legality of the declaration of any dividend by the
Fund, or the legality of the issue of any Shares in payment of any
stock dividend; or
(d) The legality of any recapitalization or readjustment of
the Shares.
22. The Transfer Agent shall be entitled to receive and the Fund hereby
agrees to pay to the Transfer Agent for its performance hereunder, the
compensation set forth in Appendix C hereto as it may be amended.
23. The Transfer Agent undertakes to comply with all applicable
requirements of the 1933 Act, Securities Exchange Act of 1934, as amended, and
the 1940 Act, and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by the Transfer
Agent hereunder.
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24. The Transfer Agent shall have no duties or responsibilities
whatsoever except such duties and responsibilities as are specifically set forth
in this Agreement, and no covenant or obligation shall be implied in this
Agreement against the Transfer Agent.
ARTICLE VIII
ACCOUNTING AND ADMINISTRATIVE SERVICES
The Transfer Agent shall maintain the Fund's books and accounting
records, prepare and file registration statements and other reports with the
Securities and Exchange Commission and state regulatory authorities (other than
legal services with respect to such statements, reports, and filings), tax
returns, Trust filings, and similar statements, reports and filings.
ARTICLE IX
TERMINATION
Either of the parties hereto may terminate this Agreement by giving to
the other party a notice in writing specifying the date of such termination,
which shall be not less than 180 days after the date of receipt of such notice.
In the event such notice is given by the Fund, it shall be accompanied by a copy
of a resolution of the Board of Trustees of the Fund, certified by the Secretary
or any Assistant Secretary, electing to terminate this Agreement and designating
a successor transfer agent or transfer agents. In the event such notice is given
by the Transfer Agent, the Fund shall, on or before the termination date,
deliver to the Transfer Agent a copy of a resolution of its Board of Trustees
certified by the Secretary or any Assistant Secretary designating a successor
transfer agent or transfer agents. In the absence of such designation by the
Fund, the Transfer Agent may designate a successor transfer agent. If the Fund
fails to designate a successor transfer agent and if the Transfer Agent is
unable to find a successor transfer agent, the Fund shall, upon the date
specified in the notice of termination of this Agreement and delivery of the
records maintained hereunder, be deemed to be its own transfer agent and the
Transfer Agent shall thereby be relieved of all duties and responsibilities
pursuant to this Agreement. Upon the termination hereof, the Fund shall pay to
the Transfer Agent such compensation as may be due for the period prior to the
date of such termination. Any termination affected hereunder shall not affect
the rights and obligations of the parties under Article VII hereof.
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ARTICLE X
MISCELLANEOUS
1. The Fund agrees that prior to effecting any change in the Prospectus
which would increase or alter the duties and obligations of the Transfer Agent
hereunder, it shall advise the Transfer Agent of such proposed change at least
30 days prior to the intended date of the same, and shall proceed with such
change only if it shall have received the written consent of the Transfer Agent
thereto, and the Transfer Agent shall not unreasonably withhold such consent.
2. Any notice or other instrument in writing authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if addressed
to the Fund and mailed or delivered to it at its office at 000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxx 00000 or at such other place as the Fund may from time to time
designate in writing.
3. Any notice or other instrument in writing authorized or required by
this Agreement to be given to the Transfer Agent shall be sufficiently given if
addressed to the Transfer Agent and mailed or delivered to it at its office at
000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000 or at such other place as the
Transfer Agent may from time to time designate in writing.
4. This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the formality of this
Agreement and authorized or approved by a resolution of the Board of Trustees of
the Fund.
5. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of the Transfer Agent.
6. This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.
7. This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original; but such counterparts shall, together,
constitute only one instrument.
8. The provisions of this Agreement are intended to benefit only the
Transfer Agent and the Fund, and no rights shall be granted to any other person
by virtue of this Agreement.
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9. A copy of the Declaration of Trust, as amended, establishing the
Trust is on file with the Secretary of the State of Ohio, and notice is hereby
given that this Agreement is executed on behalf of the Trust by the officers of
the Trust as officers, and not individually, and that the shareholders,
trustees, officers, employees, representatives or agents of the Trust shall not
personally be bound by or liable under this Agreement, not shall resort be had
to their private property for the satisfaction of any obligation or claim
thereunder, as more fully provided under the terms of the Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of the day and year first
above written.
GRADISON CASH RESERVES TRUST
XXXXXXXX-XXXXXXXX U.S. GOVERNMENT
RESERVES SERIES
By: /S/Xxxxxx X. Xxxxxx
-------------------
XxXXXXXX & COMPANY SECURITIES, INC.
By:/S/ Xxxxxxx Xxxxxxx
------------------
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TRANSFER AGENCY, ACCOUNTING SERVICES AND ADMINISTRATIVE SERVICES AGREEMENT
APPENDIX B
I, Xxxxxxx X. Xxxxxxxxxx, Secretary of Gradison Cash Reserves Trust, a
Massachusetts business trust (the "Trust")do hereby certify that the only class
of beneficial interest of the Trust issued and/or authorized, and subject to
this Transfer Agency Agreement as of the date hereof is shares of beneficial
interest in Xxxxxxxx-XxXxxxxx U.S. Government Reserves series par value $.01 per
share.
/s/Xxxxxxx X. Xxxxxxxxxx
-------------------------
Secretary
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GRADISON U.S. GOVERNMENT RESERVES
TRANSFER AGENCY, ACCOUNTING SERVICES AND
ADMINISTRATIVE SERVICES AGREEMENT
APPENDIX C
The Fund shall pay to the Transfer Agent for transfer agency and
administrative duties a fee in the amount of $23.50 per non-zero balance
shareholder account per year based on the number of accounts on the master file
at month-end, plus $5.00 per closed or zero balance shareholder account per year
based on the number of accounts on the master file at month end. The Fund shall
also pay out-of-pocket costs for statement paper, statement envelopes, reply
envelopes, and reply postage.
The Fund shall also pay to the Transfer Agent, for accounting services
an annual fee in the amount of .015% of the first $400 million of average daily
Fund net assets, .0125% of the next $300 million of average daily Fund net
assets, .0100% of the next $300 million of average daily Fund net assets, and
.075% of assets in excess of $1 billion, with a minimum annual fee of $25,000.
All fees shall be paid within ten days after the end of each month. The
Fund shall be responsible for paying any applicable taxes with respect to the
services provided by this Agreement.
Revised: May 8, 1997
