TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AGREEMENT, dated as of this 1st day of November, 1995
between AMBAC TREASURERS TRUST (the "Fund"), a Delaware business
trust with principal place of business at 000 Xxxxx Xxxxx Xxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000 and FIRST DATA INVESTOR SERVICES
GROUP, INC. (the "Transfer Agent"), a Massachusetts corporation
with principal offices at Xxx Xxxxxxxx Xxxxx, 00 Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000.
WITNESSETH
WHEREAS, the Fund is authorized to issue Shares in separate
series, with each such series representing interests in a separate
portfolio of securities and other assets;
WHEREAS, the Fund initially intends to offer shares in those
Portfolios identified in the attached Exhibit 1, each such
Portfolio, together with all other Portfolios subsequently
established by the Fund shall be subject to this Agreement in
accordance with Article 16;
WHEREAS, the Fund on behalf of the Portfolios, desires to
appoint the Transfer Agent as its transfer agent, dividend
disbursing agent and agent in connection with certain other
activities and the Transfer Agent desires to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants and
promises hereinafter set forth, the Fund and the Transfer Agent
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 Fund 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) "1934 Act" shall mean the Securities Exchange
Act of 1934 and the rules and regulations promulgated
thereunder, all as amended from time to time.
(g) "1940 Act" shall mean the Investment Company Act of
1940 and the rules and regulations promulgated thereunder, all as
amended from time to time.
(h) "Oral Instructions" shall mean instructions, other
than Written Instructions, actually received by the Transfer Agent
from a person reasonably believed by the Transfer Agent to be an
Authorized Person;
(i) "Portfolio" shall mean each separate series of shares
offered by the Fund representing interest in a separate portfolio
of securities and other assets;
(j) "Prospectus" shall mean the most recently dated Fund
Prospectus and Statement of Additional Information, including any
supplements thereto if any, which has become effective under the
Securities Act of 1933 and the 1940 Act.
(k) "Shares" refers collectively to such shares of capital
stock or beneficial interest, as the case may be, or class
thereof, of each respective Portfolio of the Fund as may be issued
from time to time.
(l) "Shareholder" shall mean a record owner of Shares of
each respective Portfolio of the Fund.
(m) "Written Instructions" shall mean a written
communication signed by a person reasonably believed by the
Transfer Agent to be an Authorized Person and actually received by
the Transfer Agent. Written Instructions shall include manually
executed originals and authorized electronic transmissions,
including telefacsimile of a manually executed original or other
process.
Article 2 Appointment of the Transfer Agent. The Fund, on
behalf of the Portfolios, hereby appoints and constitutes the
Transfer Agent as transfer agent and dividend disbursing agent for
Shares of each respective Portfolio of the Fund and as shareholder
servicing agent for the Fund and the Transfer Agent hereby accepts
such appointments and agrees to perform the duties hereinafter set
forth.
Article 3 Duties of the Transfer Agent.
3.1 The Transfer Agent shall be responsible for:
(a) Administering and/or performing the customary services
of a transfer agent; 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
of each Portfolio, as more fully described in the written schedule
of Duties of the Transfer Agent annexed hereto as Schedule A and
incorporated herein, and in accordance with the terms of the
Prospectus of the Fund on behalf of the applicable Portfolio,
applicable law and the procedures established from time to time
between the Transfer Agent and the Fund.
(b) Recording the issuance of Shares and maintaining
pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total
number of Shares of each Portfolio which are authorized, based
upon data provided to it by the Fund, and issued and outstanding.
The Transfer Agent shall provide the Fund on a regular basis with
the total number of Shares of each Portfolio which are authorized
and issued and outstanding and shall have no obligation, when
recording the issuance of Shares, to monitor the issuance of such
Shares or to take cognizance of any laws relating to the issue or
sale of such Shares, which functions shall be the sole
responsibility of the Fund.
(c) Notwithstanding any of the foregoing provisions of
this Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for: (i) the
legality of the issuance or sale of any Shares or the sufficiency
of the amount to be received 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.
3.2 In addition, the Fund shall (i) identify to the
Transfer Agent in writing those transactions and assets to be
treated as exempt from blue sky reporting for each State and (ii)
verify the establishment of transactions for each State on the
system prior to activation and thereafter monitor the daily
activity for each State. The responsibility of the Transfer Agent
for the Fund's blue sky State registration status is solely
limited to the initial establishment of transactions subject to
blue sky compliance by the Fund and the reporting of such
transactions to the Fund as provided above.
3.3 In addition to the duties set forth herein, the
Transfer Agent shall perform such other duties and functions, and
shall be paid such amounts therefor, as may from time to time be
agreed upon in writing between the Fund and the Transfer Agent.
3.4 The Transfer Agent shall perform the services
described in this Agreement in accordance with the performance
standards set forth in Schedule D attached hereto and incorporated
herein.
Article 4 Recordkeeping and Other Information.
4.1 The Transfer Agent shall create and maintain all
records required of it pursuant to its duties hereunder and as set
forth in Schedule A in accordance with all applicable laws, rules
and regulations, including records required by Section 31(a) of
the 1940 Act. All records shall be available during regular
business hours for inspection and use by the Fund and its agents.
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.
4.2 To the extent required by Section 31 of the 1940 Act,
the Transfer Agent agrees that all such records prepared or
maintained by the Transfer Agent relating to the services to be
performed by the Transfer Agent hereunder are the property of the
Fund and will be preserved, maintained and made available in
accordance with such section, and will be surrendered promptly to
the Fund on and in accordance with the Fund's request.
4.3 In case of any requests or demands for the inspection
of Shareholder records of the Fund, the Transfer Agent will
endeavor to notify the Fund of such request and secure Written
Instructions as to the handling of such request. The Transfer
Agent 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.
Article 5 Fund Instructions.
5.1 The Transfer Agent will have no liability for acting
upon Written or Oral Instructions believed to have been executed
or orally communicated by an Authorized Person and will not be
held to have any notice of any change of authority of any person
until receipt of a Written Instruction thereof from the Fund. The
Transfer Agent will also have no liability for 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, the Transfer Agent may request Written
Instructions from the Fund and may seek advice from legal counsel
for the Fund, or its own legal counsel, with respect to any matter
arising in connection with this Agreement, and it shall not be
liable for any action taken or not taken or suffered by it in good
faith in accordance with such Written Instructions or in
accordance with the opinion of counsel for the Fund or for the
Transfer Agent. Written Instructions requested by the Transfer
Agent will be provided by the Fund within a reasonable period of
time.
5.3 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 an Authorized Person. The Fund
agrees that all Oral Instructions shall be followed within one
business day by confirming Written Instructions, and that the
Fund's failure to so confirm shall not impair in any respect the
Transfer Agent's right to rely on Oral Instructions.
Article 6 Compensation.
6.1 The Fund on behalf of each of the Portfolios will
compensate the Transfer Agent for the performance of its
obligations hereunder in accordance with the fees set forth in the
written Fee Schedule annexed hereto as Schedule B and incorporated
herein.
6.2 In addition to those fees set forth in Section 6.1
above, the Fund on behalf of each of the Portfolios agrees to pay,
and will be billed separately for, out-of-pocket expenses incurred
by the Transfer Agent in the performance of its duties hereunder.
Out-of-pocket expenses shall include the items specified in the
written schedule of out-of-pocket charges annexed hereto as
Schedule C and incorporated herein. Schedule C may be modified by
written agreement between the parties.
6.3 The Fund on behalf of each of the Portfolios agrees to
pay all fees and out-of-pocket expenses within fifteen (15) days
following the receipt of the respective invoice.
6.4 Any compensation agreed to hereunder may be adjusted
from time to time by attaching to Schedule B, a revised Fee
Schedule executed and dated by the parties hereto.
Article 7 Documents. 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, deliver or caused to be delivered to the
Transfer Agent the documents set forth in the written schedule of
Fund Documents annexed hereto as Schedule E.
Article 8 Transfer Agent System.
8.1 The Transfer Agent shall retain title to and ownership
of any and all data bases, computer programs, screen formats,
report formats, interactive design techniques, derivative works,
inventions, discoveries, patentable or copyrightable matters,
concepts, expertise, patents, copyrights, trade secrets, and other
related legal rights utilized by the Transfer Agent in connection
with the services provided by the Transfer Agent to the Fund
herein (the "Transfer Agent System").
8.2 The Transfer Agent hereby grants to the Fund a limited
license to the Transfer Agent System for the sole and limited
purpose of having the Transfer Agent provide the services
contemplated hereunder and nothing contained in this Agreement
shall be construed or interpreted otherwise and such license shall
immediately terminate with the termination of this Agreement.
Article 9 Representations and Warranties of the Transfer Agent.
9.1 The Transfer Agent represents and warrants to the Fund
that:
(a) it is a corporation duly organized and existing and in
good standing under the laws of the Commonwealth of Massachusetts;
(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
authorized 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; and
(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 10 Representations and Warranties of the Fund.
10.1 The Fund represents and warrants to the Transfer Agent
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
Article of Incorporation and By-Laws to enter into this Agreement;
(c) all corporate proceedings required by said Articles of
Incorporation, By-Laws and applicable laws have been taken to
authorized it to enter into this Agreement;
(d) a registration statement under the Securities Act of
1933, as amended, and the 1940 Act on behalf of each of the
Portfolios is currently effective and will remain effective, and
all appropriate state securities law filings have been made and
will continue to be made, with respect to all Shares of the Fund
being offered for sale; and
(e) all outstanding Shares are validly issued, fully paid
and non-assessable. When Shares are hereafter issued in
accordance with the terms of the Fund's Articles of Incorporation
and its Prospectus with respect to each Portfolio, such Shares
shall be validly issued, fully paid and non-assessable.
Article 11 Indemnification.
11.1 The Transfer Agent shall not be responsible for, and
the Fund on behalf of each Portfolio 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 by any third
party or for which the Transfer Agent may be held to be liable (a
"Claim") arising out of or attributable to any of the following:
(a) Any actions of the Transfer Agent required to be taken
pursuant to this Agreement unless such Claim resulted from a
grossly negligent act or omission to act or bad faith by the
Transfer Agent in the performance of its duties hereunder.
(b) The Transfer Agent'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 the Transfer Agent
from the Fund, or any authorized third party acting on behalf of
the Fund, including but not limited the prior transfer agent for
the Fund, in the performance of the Transfer Agent's duties and
obligations hereunder.
(c) The reliance on, or the implementation of, any Written
or Oral Instructions or any other instructions or requests of the
Fund on behalf of the applicable Portfolio.
(d) The offer or sales of shares 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
respect to the offer or sale of such shares in such state.
(e) The Fund's refusal or failure to comply with the terms
of this Agreement, or any Claim which arises out of the Fund's
negligence or misconduct or the breach of any representation or
warranty of the Fund made herein.
11.2 In any case in which the Fund may be asked to
indemnify or hold the Transfer Agent harmless, the Transfer Agent
will notify the Fund promptly after identifying any situation
which it believes presents or appears likely to present a claim
for indemnification against the Fund although the failure to do so
shall not prevent recovery by the Transfer Agent and shall keep
the Fund advised with respect to all developments concerning such
situation. The Fund shall have the option to defend the Transfer
Agent against any Claim which may be the subject of this
indemnification, and, in the event that the Fund so elects, such
defense shall be conducted by counsel chosen by the Fund and
satisfactory to the Transfer Agent, and thereupon the Fund shall
take over complete defense of the Claim and the Transfer Agent
shall sustain no further legal or other expenses in respect of
such Claim. The Transfer Agent will not confess any Claim or make
any compromise in any case in which the Fund will be asked to
provide indemnification, except with the Fund's prior written
consent. The obligations of the parties hereto under this Article
14 shall survive the termination of this Agreement.
Article 12 Standard of Care. The Transfer Agent 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 Fund unless said errors
are caused by the Transfer Agent's own gross negligence, bad
faith or willful misconduct or that of its employees.
Article 13 Consequential Damages. 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 as a result of any act or failure
to act hereunder.
Article 14 Term and Termination.
14.1 This Agreement shall be effective on the date first
written above and shall continue for a period of three (3) 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 one (1) year
("Renewal Terms") each.
14.2 Either party may terminate this Agreement at the end
of the second year of the Initial Term, 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.
14.3 In the event a termination notice is given by the
Fund, all reasonable out-of-pocket expenses, including programming
costs, associated with movement of records and materials and
conversion thereof to a successor transfer agent will be borne by
the Fund.
14.4 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 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. In no
event shall termination of this Agreement constitute a waiver of
any other rights or remedies of the parties hereto under this
Agreement.
14.5 The Fund may terminate this Agreement as provided for
in Schedule D.
14.6 In addition to the other rights of termination set
forth in this Article 14, in the event that the Transfer Agent
fails to assume liability for, reimburse the Fund for or otherwise
cure any material loss, claim, damage, liability or expense
suffered by the Fund primarily by reason of the negligence of the
Transfer Agent in the performance of its obligations and duties
under this Agreement within thirty (30) days after written notice
of such failure, the Fund shall have the unconditional right upon
thirty (30) days written notice to the Transfer Agent to terminate
this Agreement without liability to the Transfer Agent on account
of such termination. For purposes of this Article 14.6 only,
"material" shall mean an amount in excess of $15,000. The right
of termination set forth in this Article 14.6 shall exist
notwithstanding the limitations of liability otherwise provided
for in this Agreement.
14.7 In the event of any termination of any agreement
between the Fund and the Transfer Agent (or any affiliated company
of the Transfer Agent) pursuant to which administrative services
are provided to the Fund, either party shall have the
unconditional right to terminate this Agreement, effective as of
the date of termination of such other agreement, or as soon as
reasonably practical thereafter, by giving thirty (30) days'
written notice of such termination to the other party.
Article 15 Additional Portfolios. In the event that the Fund
establishes one or more Portfolios in addition to those identified
in Exhibit 1, with respect to which the Fund desires to have the
Transfer Agent render services as transfer agent under the terms
hereof, the Fund shall so notify the Transfer Agent in writing,
and if the Transfer Agent agrees in writing to provide such
services, Exhibit 1 shall be amended to include such additional
Portfolios.
Article 16 Confidentiality.
16.1 In connection with the services provided by the
Transfer Agent hereunder, certain confidential and proprietary
information regarding the Transfer Agent and the Fund 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 the names of present, prior and
potential shareholders and their representatives, 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 the Transfer Agent or the Fund, their
respective parent corporation, 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 the
Transfer Agent or the Fund a competitive advantage over its com-
petitors; 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 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.
16.2 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 Con-
fidential 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; and
(g) not disclose the existence of the discussions to any
third party.
16.3 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.
16.4 The obligations of confidentiality and restriction on
use in this Article 16 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; or
(b) was lawfully received by Recipient from a third party
free of any obligation of confidence to the third party; or
(c) was already in Recipient's possession prior to receipt
from Discloser; or
(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
(e) is subsequently and independently developed by
Recipient's employees, consultants or agents without reference to
Confidential Information.
16.5 The Fund and the Transfer Agent agree that money
damages would not be a sufficient remedy for breach of this
Article 16. 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 17 Force Majeure. 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 18 Amendments. This Agreement may only be amended or
modified by a written instrument executed by both parties.
Article 19 Assignment and Subcontracting. This Agreement, its
benefits and obligations shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement may not be assigned or
otherwise transferred by either party hereto, without the prior
written consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that the Transfer Agent
may, in its sole discretion, assign all its right, title and
interest in this Agreement to an affiliate, parent or subsidiary,
or to the purchaser of substantially all of its business. The
Transfer Agent may, in its sole discretion, engage subcontractors
to perform any of the obligations contained in this Agreement to
be performed by the Transfer Agent.
Article 20 Arbitration.
20.1 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.
20.2 The parties hereby agree that judgment upon the award
rendered by the arbitrator may be entered in any court having
jurisdiction.
20.3 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 20.
Article 21 Notice. 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.
To the Fund: AMBAC Treasurers Trust
000 Xxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Treasurer
To the Transfer Agent: First Data Investor Services Group,
Inc.
Xxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to the Transfer Agent's General Counsel
Article 22 Successors. This Agreement shall extend to and shall
be binding upon the parties hereto, and their respective
successors and assigns, provided, however, that this Agreement
shall not be assigned to any person other than a person
controlling, controlled by or under common control with the
assignor without the written consent of the other party, which
consent shall not be unreasonably withheld.
Article 23 Governing Law. This Agreement shall be governed
exclusively by the laws of the Commonwealth of Massachusetts
without reference to the choice of law provisions thereof. Each
party hereto 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
(iii) appoints the person to whom notices hereunder are to be sent
as agent for service of process.
Article 24 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an
original; but such counterparts shall, together, constitute only
one instrument.
Article 25 Captions. The captions of this Agreement are included
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 26 Use of Transfer Agent/Fund Name.
26.1 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 in a manner not approved prior thereto in writing;
provided, that the Transfer Agent need only receive notice of all
reasonable uses of its name which merely refer in accurate terms
to its appointment hereunder or which are required by any
government agency or applicable law or rule.
26.2 The Transfer Agent shall not use the name of the Fund
or material relating to the Fund on any documents or forms for
other than internal use in a manner not approved prior thereto in
writing; provided, that the Fund need only receive notice of all
reasonable uses of its name which merely refer in accurate terms
to the appointment of the Transfer Agent or which are required by
any government agency or applicable law or rule.
Article 27 Relationship of Parties. 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 28 Entire Agreement; Severability. This Agreement and
the Exhibits and 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.
Article 29. Personal Liability of Trustees or Shareholders. This
Agreement is made by the Fund pursuant to authority granted by the
Trustees, and the obligations created hereby are not binding on
any of the Trustees or shareholders of the Fund individually.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers, as of
the day and year first above written.
AMBAC TREASURERS TRUST
By: /s/ Illegible
Illegible
Title: Illegible
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By: /s/ Illegible
Illegible
Title: Illegible
EXHIBIT 1
LIST OF FUND PORTFOLIOS
AMBAC U.S. Treasury Money Market Fund
AMBAC U.S. Government Money Market Fund
AMBAC Short-Term U.S. Government Income Fun
Schedule A
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent
shall maintain a record of the number of Shares held by each
Shareholder of record which shall include name, address, taxpayer
identification and which shall indicate whether such Shares are
held in certificates or uncertificated form.
2. Shareholder Services. The Transfer Agent 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 the Transfer Agent and the Fund.
3. Share Certificates.
(a) At the expense of the Fund, the Fund shall
supply the Transfer Agent with an adequate supply of blank share
certificates to meet the Transfer Agent requirements therefor.
Such Share certificates shall be properly signed by facsimile.
The Fund agrees that, notwithstanding the death, resignation, or
removal of any officer of the Fund whose signature appears on such
certificates, the Transfer Agent or its agent may continue to
countersign certificates which bear such signatures until
otherwise directed by Written Instructions.
(b) The Transfer Agent shall issue replacement Share
certificates in lieu of certificates which have been lost, stolen
or destroyed, upon receipt by the Transfer Agent of properly
executed affidavits and lost certificate bonds, in form
satisfactory to the Transfer Agent, with the Fund and the Transfer
Agent as obligees under the bond.
(c) The Transfer Agent 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. The Transfer
Agent shall further maintain a stop transfer record on lost and/or
replaced certificates.
4. Mailing Communications to Shareholders; Proxy
Materials. The Transfer Agent will address and mail to
Shareholders of the Fund, all reports to Shareholders, dividend
and distribution notices and proxy material for the Fund's
meetings of Shareholders. In connection with meetings of
Shareholders, the Transfer Agent will prepare Shareholder lists,
mail and certify as to the mailing of proxy materials, process and
tabulate returned proxy cards, report on proxies voted prior to
meetings, act as inspector of election at meetings and certify
Shares voted at meetings.
5. Sales of Shares
(a) The Transfer Agent shall not be required to issue
any Shares of the Fund where it has received a Written Instruction
from the Fund or official notice from any appropriate authority
that the sale of the Shares of the Fund has been suspended or
discontinued. The existence of such Written Instructions or such
official notice shall be conclusive evidence of the right of the
Transfer Agent 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, the
Transfer Agent will endeavor to: (i) give prompt notice of such
return to the Fund or its designee; (ii) place a stop transfer
order against all Shares issued as a result of such check or
order; and (iii) take such actions as the Transfer Agent may from
time to time deem appropriate.
6. Transfer and Repurchase
(a) The Transfer Agent shall process all requests to
transfer, exchange and redeem Shares in accordance with the
transfer or repurchase procedures set forth in the Fund's
Prospectus.
(b) The Transfer Agent will transfer or repurchase
Shares upon receipt of Oral or Written Instructions or otherwise
pursuant to the Prospectus and Share certificates, if any,
properly endorsed for transfer or redemption, accompanied by such
documents as the Transfer Agent reasonably may deem necessary.
(c) The Transfer Agent reserves the right to refuse
to transfer or repurchase Shares until it is satisfied that the
endorsement on the instructions is valid and genuine. The
Transfer Agent 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 the Transfer Agent, in its good judgement, 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, the Transfer Agent
shall, upon receipt of the instructions and documents in proper
form, deliver to the Custodian and the Fund or its designee a
notification setting forth the number of Shares to be repurchased.
Such repurchased shares shall be reflected on appropriate accounts
maintained by the Transfer Agent reflecting outstanding Shares of
the Fund and Shares attributed to individual accounts.
(e) The Transfer Agent, upon receipt of the monies
paid to it by the Custodian for the repurchase of Shares, pay such
monies as are received from the Custodian, all in accordance with
the procedures described in the written instruction received by
the Transfer Agent from the Fund.
(f) The Transfer Agent shall not process or effect
any repurchase with respect to Shares of the Fund after receipt by
the Transfer Agent or its agent of notification of the suspension
of the determination of the net asset value of the Fund.
7. Dividends
(a) Upon the declaration of each dividend and each
capital gains distribution by the Board of Directors of the Fund
with respect to Shares of the Fund, the Fund shall furnish or
cause to be furnished to the Transfer Agent 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 the Transfer
Agent 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 Fund will pay to the
Transfer Agent sufficient cash to make payment to the Shareholders
of record as of such payment date.
(c) If the Transfer Agent does not receive
sufficient cash from the Fund to make total dividend and/or
distribution payments to all Shareholders of the Fund as of the
record date, the Transfer Agent will, upon notifying the Fund,
withhold payment to all Shareholders of record as of the record
date until sufficient cash is provided to the Transfer Agent.
8. In addition to and neither in lieu nor in
contravention of the services set forth above, the Transfer Agent
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 at 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 B
Fee Schedule
Institutional Transfer Agent Services Charges:
(Institutional Shareholders Only)
Monthly Fee $2,500 per Portfolio
Schedule C
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses are limited to the following items:
- Microfiche/microfilm production
- Magnetic media tapes and freight
- Printing costs, including certificates, envelopes,
checks and stationery
- Postage (bulk, pre-sort, ZIP+4, barcoding, first
class) direct pass through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs, including all
lease, maintenance and line costs
- Ad hoc reports
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and other
equipment and any expenses incurred in connection with such
terminals and lines
- Duplicating services
- Courier services
- Incoming and outgoing wire charges
- Federal Reserve charges for check clearance
- Overtime, as approved by the Fund
- Temporary staff, as approved by the Fund
- Travel and entertainment, as approved by the Fund
- Record retention, retrieval and destruction costs,
including, but not limited to exit fees charged by third party
record keeping vendors
- Third party audit reviews
- All Systems enhancements at the rate of $95.00 per
hour pursuant to written agreement with the Fund
- Such other miscellaneous expenses reasonably incurred
by the Transfer Agent in performing its duties and
responsibilities under this Agreement as agreed to by the Fund and
the Transfer Agent.
The Fund agrees that postage and mailing expenses will be
paid on the day of or prior to mailing as agreed with the Transfer
Agent. In addition, the Fund will promptly reimburse the Transfer
Agent for any other unscheduled expenses incurred by the Transfer
Agent whenever the Fund and the Transfer Agent mutually agree that
such expenses are not otherwise properly borne by the Transfer
Agent as part of its duties and obligations under the Agreement.
Schedule E
Fund Documents
- Certified copy of the Articles of Incorporation of the
Fund, as amended
- Certified copy of the By-laws of the Fund, as amended,
- Copy of the resolution of the Board of Directors
authorizing the execution and delivery of this Agreement
- Specimens of the certificates for Shares of the Fund,
if applicable, in the form approved by the Board of Directors of
the Fund, with a certificate of the Secretary of the Fund as to
such approval
- All account application forms and other documents
relating to Shareholder accounts or to any plan, program or
service offered by the Fund
- Certified list of Shareholders of the Fund with the
name, address and taxpayer identification number of each
Shareholder, and the number of Shares of the Fund held by each,
certificate numbers and denominations (if any certificates have
been issued), lists of any accounts against which stop transfer
orders have been placed, together with the reasons therefore, and
the number of Shares redeemed by the Fund
- All notices issued by the Fund with respect to the
Shares in accordance with and pursuant to the Articles of
Incorporation or By-laws of the Fund or as required by law and
shall perform such other specific duties as are set forth in the
Articles of Incorporation including the giving of notice of any
special or annual meetings of shareholders and any other notices
required thereby.
contract\ta\openend\ambac3
9/95
