Exhibit 9(b)
Sub-Transfer Agency Agreement
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SUB-TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AGREEMENT, dated as of this 2nd day of June, 1995, is by and between
THE SHAREHOLDER SERVICES GROUP, INC. ("TSSG", also referred to as the "Transfer
Agent"), a Massachusetts corporation with principal offices at One Exchange
Place, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 and ADVEST TRANSFER
SERVICES, INC. ("Advest"), a Delaware corporation with principal offices at 000
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000.
WITNESSETH
WHEREAS, TSSG has been appointed transfer agent for the Northstar Advantage
Government Securities Fund, the Northstar Advantage High Yield Fund, the
Northstar Advantage Managed Income Fund, the Northstar Advantage Growth Fund,
the Northstar Advantage Special Fund, and the Northstar Advantage Strategic
Income Fund, each an open-end registered investment company (the "Funds")
pursuant to the terms of the Transfer Agency and Services Agreement (the
"Transfer Agent Agreement") with each Fund;
WHEREAS, each Fund issues multiple classes of shares, including Class T
Shares (the "Class T Shares"); and
WHEREAS, the Funds have instructed TSSG to subcontract to and appoint
Advest, as its agent to perform certain administrative and ministerial duties
and obligations that the Transfer Agent has to the Funds with respect to the
Class T Shares issued by the Funds and Advest desires to accept such
appointment;
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, TSSG and Advest 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 Declaration of Trust
of a Fund as the same may be amended from time to time.
(b) "Authorized Person" shall be deemed to include (i) any authorized
officer of TSSG or a Fund; or (ii) any person, whether or not such person
is an officer or employee of TSSG or a Fund, duly appointed by TSSG or a
Fund as an Authorized Person and authorized to give Oral Instructions or
Written Instructions on behalf of TSSG or a Fund as indicated in writing to
the Advest from time to time.
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(c) "Board of Trustees" shall mean the Board of Trustees of a Fund.
(d) "Commission" shall mean the Securities and Exchange Commission.
(e) "Custodian" refers to any custodian or subcustodian of securities
and other property which a Fund may from time to time deposit, or cause to
be deposited or held under the name or account of such a custodian pursuant
to a Custodian Agreement.
(f) "1940 Act" shall mean the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, all as amended from time to
time.
(g) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by Advest from a person reasonably believed
by Advest to be an Authorized Person;
(h) "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 Exchange Act of
1933 and the 1940 Act.
(i) "Shares" refers collectively to such Class T Shares of the Funds
as may be issued from time to time.
(j) "Shareholder" shall mean a record owner of Shares.
(k) "Written Instructions" shall mean a written communication signed
by a person reasonably believed by Advest to be an Authorized Person and
actually received by Advest. 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 ADVEST
2.1 TSSG hereby appoints and constitutes Advest as its subcontractor and
agent to perform certain administrative and ministerial duties on behalf of the
Funds and Advest hereby accepts such appointment and agrees to perform the
duties hereinafter set forth.
Article 3 DUTIES OF ADVEST
3.1 Advest shall be responsible for administering and/or performing the
customary services of a transfer agent; service
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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, as more fully described in the written Schedule of Duties
of Advest annexed hereto as Schedule A and incorporated herein, and in
accordance with the terms of the Prospectus, applicable law and the procedures
established from time to time between Advest and the Transfer Agent and/or the
Funds.
3.2 In addition, each Fund shall (i) identify to Advest 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 Advest for the Funds' 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
Funds as provided above.
Article 4 RECORDKEEPING AND OTHER INFORMATION
4.1 Advest 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 Transfer Agent and the Funds. Where
applicable, such records shall be maintained by Advest 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, Advest agrees
that all such records prepared or maintained by Advest relating to the services
to be performed by Advest hereunder are the property of the Funds and will be
preserved, maintained and made available in accordance with such section, and
will be surrendered promptly to the Funds on and in accordance with each Fund's
request.
4.3 In case of any requests or demands for the inspection of Shareholder
records of the Funds, Advest will endeavor to notify the Transfer Agent of such
request and secure Written Instructions as to the handling of such request.
Advest reserves the right, however, to exhibit the Shareholder records to any
person whenever it is advised by its counsel that it may be held liable for the
failure to comply with such request.
4.4 Upon reasonable notice by either TSSG or a Fund, Advest shall make
available during regular business hours such of its facilities and premises
employed in connection with the performance
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of its duties under this Agreement for reasonable visitation by TSSG or a Fund,
or any person retained by TSSG or a Fund as may be necessary for TSSG or a Fund
to evaluate the quality of the services performed by Advest pursuant hereto.
Article 5 INSTRUCTIONS
5.1 Advest will have no liability when acting upon Written or Oral
Instructions believed to have been executed or orally communicated by an
Authorized Person and will not be held to have any notice of any change of
authority of any person until receipt of a Written Instruction thereof from TSSG
or a Fund. Advest will also have no liability when processing Share
certificates which it reasonably believes to bear the proper manual or facsimile
signatures of the officers of a Fund and the proper countersignature of the
Transfer Agent.
5.2 At any time, Advest may request Written Instructions from TSSG 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. Written Instructions requested by
Advest will be provided by TSSG within a reasonable period of time.
5.3 Advest, its officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any person representing or
acting on behalf of TSSG and only if said representative is an Authorized
Person. TSSG agrees that all Oral Instructions shall be followed within a
reasonable period of time by confirming Written Instructions and that TSSG's
failure to so confirm shall not impair in any respect Advest's right to rely on
Oral Instructions.
Article 6 COMPENSATION
6.1 The Transfer Agent will compensate Advest 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. In addition to
the fees provided for in Section 6.1, and provided such is reimbursable to the
Transfer Agent by the Funds under the Transfer Agent Agreements, the Transfer
Agent shall arrange payment to Advest for out-of-pocket expenses (i) incurred in
connection with conforming the Funds' records for the period prior to the
effective date of this Agreement to the systems employed by the Transfer Agent
and (ii) reasonably incurred by Advest in the performance of its obligations
under this Agreement.
Article 7 REPRESENTATIONS AND WARRANTIES OF ADVEST
7.1 Advest represents and warrants to the Transfer
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Agent that:
(a) It is a corporation duly organized an existing and in good
standing under the laws of Delaware;
(b) It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement;
(c) All requisite corporate proceedings have been taken to authorize
it to enter into this Agreement;
(d) It is duly registered with its appropriate regulatory agency as a
transfer agent and such registration will remain in effect for the duration
of this Agreement;
(e) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations
under this Agreement.
Article 8 REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT
8.1 The Transfer Agent represents and warrants to Advest that:
(a) It is 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 and the Transfer Agent Agreements to enter into
this Agreement;
(c) All corporate proceedings required by said Articles of
Incorporation, By-Laws and applicable laws have been taken to authorize it
to enter into this Agreement;
Article 9 STANDARD OF CARE/INDEMNIFICATION
9.1 Advest shall at all times act in good faith and agrees to use its best
efforts within commercially reasonable terms to ensure the accuracy of all
services to be performed under this Agreement, but assumes no responsibility for
loss or damage to the Fund unless said errors are caused by Advest's own
negligence, bad faith or willful misconduct or that of its employees.
9.2 Advest shall not be responsible for and the Transfer Agent shall
indemnify and hold Advest 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
Advest or for which Advest may be held to be liable (a "Claim") arising out of
or
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attributable to any of the following:
(a) Any actions of Advest required to be taken pursuant to this
Agreement unless such Claim resulted from a negligent act or omission to
act or bad faith by Advest in the performance of its duties hereunder.
(b) Advest'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 Advest from the Funds, or any authorized third party acting on
behalf of the Funds, including but not limited the Transfer Agent or any
prior transfer agent for the Fund, in the performance of Advest'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 a Fund.
9.3 Advest 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 for which the Transfer Agent or
the Funds shall be held to be liable arising out of or attributable to Advest's
negligence, bad faith or willful misconduct in the performance of its
obligations under this Agreement.
9.4 In any case in which either party (the "Indemnifying Party") may be
asked to indemnify or hold the other (the "Indemnified Party") harmless,
Indemnified Party will notify the Indemnifying Party promptly after identifying
any situation which it believes presents or appears likely to present a claim
for indemnification against the Indemnifying Party although the failure to do so
shall not prevent recovery by Indemnified Party and the Indemnified Party shall
keep the Indemnifying Party advised with respect to all developments concerning
such situation. The Indemnifying Party shall have the option to defend the
Indemnified Party against any Claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so elects, such
defense shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to Indemnified Party, and thereupon the Indemnifying Party shall
take over complete defense of the Claim and the Indemnified Party shall sustain
no further legal or other expenses in respect of such Claim. The Indemnified
Party will not confess any Claim or make any compromise in any case in which the
Indemnifying Party will be asked to provide indemnification, except with the
Indemnifying Party's prior written consent. The obligations of the parties
hereto under this Section shall survive the termination of this Agreement.
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9.5 Notwithstanding the foregoing or anything else contained in this
Agreement to the contrary, either party's entire liability to the other for any
loss or damage, direct or indirect for any cause whatsoever (including but not
limited to those arising out of this Agreement), and regardless of the form of
action, shall be limited to the fees actually paid or owing to Advest pursuant
to Section 6 of this Agreement.
Article 10 CONSEQUENTIAL DAMAGES
10.1 In no event and under no circumstances shall either party to this
Agreement be liable to the other party for consequential or indirect loss of
profits, reputation or business or any other special damages under any provision
of this Agreement or for any act or failure to act hereunder.
Article 11 TERM AND TERMINATION
11.1 This Agreement shall be effective on the date first written above and
shall continue for a period of two (2) 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) years
("Renewal Terms") each.
11.2 Advest may terminate this Agreement at the end of the Initial Term or
any subsequent Renewal Term upon not less than ninety (90) days or more than
one-hundred eighty (180) days prior written notice to the other party. TSSG may
terminate this Agreement at any time upon ninety (90) days written notice to
Advest.
11.3 In the event a termination notice is given by the Transfer Agent, all
expenses associated with movement of records and materials and conversion
thereof to a successor transfer agent will be borne by the Funds. In the event
termination notice is given by Advest, all expenses associated with movement of
records and materials and conversion thereof to a successor transfer agent will
be borne by Advest.
11.4 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. If Advest is the Non-Defaulting Party, its termination of
this Agreement shall not constitute a waiver of any other rights or remedies of
Advest with respect to services performed prior to such termination or rights
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of Advest to be reimbursed for out-of-pocket expenses. In all cases,
termination by the Non-Defaulting Party shall not constitute a waiver by the
Non-Defaulting Party of any other rights it might have under this Agreement or
otherwise against the Defaulting Party.
11.5 Notwithstanding any provision of this Article 12 to the contrary,
this Agreement shall terminate simultaneously with the termination of the
Transfer Agent Agreement.
Article 12 CONFIDENTIALITY
12.1 In connection with the services provided by Advest hereunder, certain
confidential and proprietary information regarding Advest and the Transfer Agent
may be disclosed to the other. In connection therewith, the parties agree as
follows:
(a) Confidential Information disclosed under this Agreement shall
mean:
(i) any data or information that is competitively sensitive
material, and not generally known to the public, including, but not
limited to, information about product plans, marketing strategies,
finance, operations, customer relationships, customer profiles, sales
estimates, business plans, and internal performance results relating
to the past, present or future business activities of Advest, the
Transfer Agent or the Funds, 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 Advest, the
Transfer Agent or the Funds a competitive advantage over its
competitors; and
(iii) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object
code, flow charts, databases, inventions, know-how, show-how and trade
secrets, whether or not patentable or copyrightable.
(b) Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment,
prototypes and models, and any other tangible manifestation of the
foregoing which now exist or come into the control or possession of the
party.
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12.2 Except as expressly authorized by prior written consent of the
disclosing party ("Discloser"), the party receiving Confidential Information
("Recipient") shall:
(a) limit access to Discloser's Confidential Information to
Recipient's employees who have a need-to-know in connection with the
subject matter thereof;
(b) advise those employees who have access to the Confidential
Information of the proprietary nature thereof and of the obligations set
forth in this Confidentiality Agreement;
(c) take appropriate action by instruction or agreement with the
employees having access to Discloser's Confidential Information to fulfill
Recipient's obligations under this Confidentiality Agreement;
(d) safeguard all of Discloser's Confidential Information by using a
reasonable degree of care, but not less than that degree of care used by
Recipient in safeguarding its own similar information or material;
(e) use all of Discloser's Confidential Information solely for
purposes that it was intended;
(f) not disclose any of Discloser's Confidential Information to third
parties; and
(g) not disclose the existence of the discussions to any third party.
12.3 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.
12.4 The obligations of confidentiality and restriction on use in this
Article 13 shall not apply to any Confidential Information that Recipient
proves:
(a) Was in the public domain prior to the date of this Agreement or
subsequently came into the public domain through no fault of Recipient; or
(b) Was lawfully received by Recipient from a third party free of any
obligation of confidence to the third party; or
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(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.
12.5 Advest and the Transfer Agent agree that money damages would not be a
sufficient remedy for breach of this Section 13. Accordingly, in addition to
all other remedies that either party may have, a party shall be entitled to
specific performance and injunctive or other equitable relief as a remedy for
any breach of this Agreement. The parties agree to waive any requirement for a
bond in connection with any such injunctive or other equitable relief.
Article 13 FORCE MAJEURE
13.1 In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, labor difficulties,
mechanical breakdowns, equipment or transmission failure or damage reasonably
beyond its control, or other causes reasonably beyond its control, such party
shall not be liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
Article 14 AMENDMENTS
14.1 This Agreement may only be amended or modified by a written
instrument executed by both parties.
Article 15 SUBCONTRACTING
15.1 The Transfer Agent agrees that, upon written notice to the Transfer
Agent, Advest may subcontract for certain of the services described under this
Agreement or the Schedules hereto; provided that the appointment of any such
subcontractor shall not relieve Advest of its responsibilities hereunder.
Article 16 ARBITRATION
16.1 Any claim or controversy arising out of or relating to
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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.
16.2 The parties hereby agree that judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction.
16.3 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 Section 18.
Article 17 NOTICE
17.1 Any notice or other instrument authorized or required by this
Agreement to be given in writing to Advest or the Transfer Agent, shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Transfer Agent:
The Shareholder Services Group, Inc.
Xxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to TSSG's General Counsel
To Advest:
Advest Transfer Services, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxx, Assistant General Counsel
Article 18 SUCCESSORS
18.1 This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns, provided, however, that
this Agreement shall not be assigned to any person other than a person
controlling, controlled by or under
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common control with the assignor without the written consent of the other party,
which consent shall not be unreasonably withheld.
Article 19 GOVERNING LAW
19.1 This Agreement shall be governed exclusively by the laws of the
Commonwealth of Massachusetts without reference to the choice of law provisions
thereof.
Article 20 COUNTERPARTS
20.1 This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original; but such counterparts shall, together,
constitute only one instrument.
Article 21 CAPTIONS
21.1 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 22 RELATIONSHIP OF PARTIES
22.1 The parties agree that they are independent contractors and not
partners or co-venturers and nothing contained herein shall be interpreted or
construed otherwise.
Article 23 ENTIRE AGREEMENT; SEVERABILITY
23.1 This Agreement and the Schedules attached hereto constitute the
entire agreement of the parties hereto relating to the matters covered hereby
and supersede any previous agreements. If any provision is held to be illegal,
unenforceable or invalid for any reason, the remaining provisions shall not be
affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the day and year first above
written.
THE SHAREHOLDER SERVICES GROUP, INC.:
By:
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Title:
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ADVEST TRANSFER SERVICES, INC.:
By:
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Title:
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SCHEDULE A
DUTIES OF ADVEST
1. SHAREHOLDER INFORMATION. Advest 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. Advest 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 Advest and the Transfer Agent (or the Fund as the case
maybe).
3. SHARE CERTIFICATES.
(a) At the expense of each Fund, the Funds shall supply Advest with
an adequate supply of blank share certificates to meet Advest's requirements
therefor. Such Share certificates shall be properly signed by facsimile.
Notwithstanding the death, resignation, or removal of any officer of the Funds
whose signature appears on such certificates, Advest or its agent may continue
to countersign certificates which bear such signatures until otherwise directed
by Written Instructions.
(b) Advest shall issue replacement Share certificates in lieu of
certificates which have been lost, stolen or destroyed, upon receipt by Advest
of properly executed affidavits and lost certificate bonds, in form satisfactory
to Advest, with the applicable Fund and Advest as obligees under the bond.
(c) Advest 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), Advest shall maintain
comparable records of the Shareholders thereof, including their names, addresses
and taxpayer identification. Advest shall further maintain a stop transfer
record on lost and/or replaced certificates.
4. MAILING COMMUNICATIONS TO SHAREHOLDERS; PROXY MATERIALS. Advest will
address and mail to Shareholders of the Funds, all reports to Shareholders,
dividend and distribution notices and proxy material for each Fund's meetings of
Shareholders. In connection with meetings of Shareholders, Advest 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
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meetings and certify Shares voted at meetings.
5. SALES OF SHARES
(a) Advest shall not be required to issue any Shares of a Fund where
it has received a Written Instruction from the Transfer Agent or the Fund or
official notice from any appropriate authority that the sale of the Shares of
such Fund has been suspended or discontinued. The existence of such Written
Instructions or such official notice shall be conclusive evidence of the right
of Advest 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, Advest will endeavor to: (i) give
prompt notice of such return to the applicable Fund or its designee; (ii) place
a stop transfer order against all Shares issued as a result of such check or
order; and (iii) take such actions as Advest may from time to time deem
appropriate.
6. TRANSFER AND REPURCHASE
(a) Advest shall process all requests to transfer or redeem Shares in
accordance with the transfer or repurchase procedures set forth in each Fund's
Prospectus.
(b) Advest 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 Advest reasonably may deem necessary.
(c) Advest reserves the right to refuse to transfer or repurchase
Shares until it is satisfied that the endorsement on the instructions is valid
and genuine. Advest 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 Advest, 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, Advest 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 Advest
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reflecting outstanding Shares of each Fund and Shares attributed to individual
accounts.
(e) Advest, upon receipt of the monies paid to it by the Custodian
for the repurchase of Shares, shall pay such monies as are received from the
Custodian, all in accordance with the procedures of each Fund.
(f) Advest shall not process or effect any repurchase with respect to
Shares of a Fund after receipt by Advest 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 Trustees of a Fund with respect to Shares of the
Fund, the Fund shall furnish or cause to be furnished to Advest 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 Advest 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 Trustees, the Fund will pay to Advest sufficient cash to make payment
to the Shareholders of record as of such payment date.
(c) If Advest 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, Advest will, upon notifying such Fund, withhold payment to
all Shareholders of record as of the record date until sufficient cash is
provided to Advest.
8. In addition to and neither in lieu nor in contravention of the
services set forth above, Advest shall: perform all the customary services of a
transfer agent, registrar, dividend disbursing agent and agent of the dividend
reinvestment consistent with those requirements in effect as of the date of this
Agreement. The detailed definition, frequency, limitations and associated costs
(if any) set out in Schedule C of the Agreement, 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
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and distributions by federal authorities for all Shareholders.
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SCHEDULE B
FEE SCHEDULE
The Shareholder Services Group, Inc. agrees to pay Advest Transfer Services,
Inc. ("Advest") the annual per account fee as described below.
Internal Accounts - $3.00 per account
External Accounts - $6.00 per account
Such fees shall be billed by Advest monthly in arrears on a prorated basis of
1/12 of the annualized fee based on the number of open accounts held by Advest.
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