TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of this 31st day of March, 1995 between THE GALAXY
FUND, a Massachusetts business trust (the "Fund"), and THE SHAREHOLDER SERVICES
GROUP, INC., d/b/a 440EFINANCIAL, a Massachusetts corporation (the "Transfer
Agent").
W I T N E S S E T H
WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended ("xxx
0000 Xxx"), is offering units of beneficial interest, par value $.001, and is
currently classifying such units into twenty classes and may add further
classes or series in the future (such units, of all series and classes, are
herein called the "Shares"); and
WHEREAS, 440 Financial Group of Worcester, Inc. ("440 Group") currently
serves as transfer agent, registrar and dividend disbursing agent for the Fund
pursuant to a Transfer Agency Agreement dated as of NovemberE1, 1991; and
WHEREAS, all of the assets of 440 Group, including but not limited to all
rights in and to the name "440 Financial," are this day being acquired by the
Transfer Agent (the "Acquisition"); and
WHEREAS, the Fund desires to retain the Transfer Agent to serve as transfer
agent, registrar and dividend disbursing agent under a Transfer Agency
Agreement following the Acquisition and the Transfer Agent is willing to
furnish such services for the existing classes and series of Shares and for
such additional classes or series of Shares as the Fund may issue;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Transfer Agent to serve as
transfer agent, registrar and dividend disbursing agent for the Fund with
respect to the Shares for the period and on the terms set forth in this
Agreement. The Fund may from time to time issue separate series or classes or
classify and reclassify Shares of each series or class. The Transfer Agent
shall identify to each such series or class property belonging to such series
or class and in such reports, confirmations and notices to the Fund called for
under this Agreement shall identify the series or class to which such
report, confirmation or notice pertains. The Transfer Agent accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 16 of this Agreement.
2. Delivery of Documents. The Transfer Agent acknowledges that it has
received copies properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Trustees authorizing the
appointment of the Transfer Agent as transfer agent, registrar and dividend
disbursing agent for the Fund and approving this Agreement;
(b) The Fund's Declaration of Trust filed with the Secretary of the
Commonwealth of Massachusetts on March 31, 1986 and all amendments thereto
(such Declaration of Trust, as currently in effect and as it shall from time to
time be amended, is herein called the "Declaration of Trust");
(c) The Fund's Code of Regulations and all amendments thereto (such Code
of Regulations, as currently in effect and as it shall from time to time be
amended, is herein called the "Code");
(d) The Distribution Agreement between the Transfer Agent, 440EFinancial
Distributors, Inc. (the "Distributor") and the Fund dated as of even date
herewith (the "Distribution Agreement");
(e) The following agreements: the Administration Agreement between the
Transfer Agent and the Fund dated as of even date herewith (the "Administration
Agreement"); the Advisory Agreement, as amended, between Fleet Investment
Advisors Inc. ("Fleet") and the Fund with respect to the Fund or any class or
series thereof and the Sub-Advisory Agreement between Fleet and Wellington
Management Company ("Wellington Management") with respect to the International
Equity Fund (such advisory agreement, as amended, and sub-advisory agreement
are herein referred to collectively as the "Advisory Agreements"); the Global
Custody Agreement, as amended, between Chase Manhattan Bank N.A. (the
"Custodian") and the Fund dated as of November 1, 1991 (as amended, the
"Custody Agreement"); and each Servicing Agreement between a Service
Organization (as defined in the Prospectus (as hereinafter defined)) and the
Fund (such servicing agreements are herein referred to collectively as the
"Service Agreements");
(f) The Fund's Notification of Registration filed pursuant to Section 8(a)
of the 1940 Act on Form N-8A with the Securities and Exchange Commission (the
"SEC") on September 10, 1982;
(g) The Fund's Registration Statement on Form N-1A under the 1940 Act and
the Securities Act of 1933, as amended (the "1933 Act") as filed with
-2-
the SEC on April 14, 1986 (File No. 33-4806) relating to the Shares, and all
amendments thereto;
(h) The Fund's most recent prospectus or prospectuses and statement or
statements of additional information (such prospectus or prospectuses and
statement or statements of additional information, as currently in effect, and
all amendments and supplements thereto, are herein collectively called the
"Prospectus"); and
(i) Before entering into a transaction regulated by the Commodity Futures
Trading Commission ("CFTC"), the Fund shall provide a copy of either (i) a
filed notice of eligibility to claim the exclusion from the definition of
"commodity pool operator" contained in Section 2(a)(1)(A) of the Commodity
Exchange Act (the "CEA") that is provided in Rule 4.5 under the CEA, together
with all supplements as are required by the CFTC, or (ii) a letter which has
been granted the Fund by the CFTC which states that the Fund will not be
treated as a "pool" as defined in Section 4.10(d) of the CFTC's General
Regulations, or (iii) a letter which has been granted the Fund by the CFTC
which states that the CFTC will not take any enforcement action if the Fund
does not register as a "commodity pool operator."
The Fund will furnish the Transfer Agent from time to time with copies of all
amendments of or supplements to the foregoing, if any.
3. Definitions.
(a) "Authorized Persons." As used in this Agreement, the term "Authorized
Person" means the Fund's President, Treasurer and any other person, whether or
not any such person is an officer or employee of the Fund, duly authorized by
the Board of Trustees of the Fund to give Oral and Written Instructions on
behalf of the Fund and listed on the Certificate annexed hereto as Appendix A
or such other Certificate listing persons duly authorized to give Oral and
Written Instructions on behalf of the Fund as may be received by the Transfer
Agent from time to time.
(b) "Oral Instructions." As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by the Transfer Agent
from an Authorized Person or from a person reasonably believed by the Transfer
Agent
-3-
to be an Authorized Person. The Fund agrees to deliver to the Transfer Agent,
at the time and in the manner specified in Paragraph 4(b) of this Agreement,
Written Instructions confirming Oral Instructions.
(c) "Written Instructions." As used in this Agreement, the term "Written
Instructions" means written instructions delivered by mail, tested telegram,
cable, telex or facsimile sending device, and received by the Transfer Agent,
signed by an Authorized Person.
(d) "Shareholder." As used in this Agreement, the term "Shareholder"
means each holder of at least one Share.
4. Instructions Consistent with Declaration of Trust and Code.
(a) Unless otherwise provided in this Agreement, the Transfer Agent shall
act only upon Oral and Written Instructions. Although the Transfer Agent may
take cognizance of the provisions of the Declaration of Trust and the Code of
the Fund, the Transfer Agent may assume that any Oral or Written Instructions
received hereunder are not in any way inconsistent with any provisions of such
Declaration of Trust or the Code or any vote, resolution or proceeding of the
Shareholders, or of the Board of Trustees, or of any committee thereof.
(b) The Transfer Agent shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by the Transfer
Agent pursuant to this Agreement. The Fund agrees to forward to the Transfer
Agent Written Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by the Transfer Agent (whether by hand
delivery, telex, facsimile sending device or otherwise) by the close of
business of the same day that such Oral Instructions are given to the Transfer
Agent. The Fund agrees that the fact that such confirming Written Instructions
are not received by the Transfer Agent shall in no way affect the validity of
the transactions or enforceability of the transactions authorized by the Fund
by giving Oral Instructions. The Fund agrees that the Transfer Agent shall
incur no liability to the Fund in acting upon Oral Instructions given to the
Transfer Agent hereunder concerning such transactions provided such
instructions reasonably appear to have been received from an Authorized Person.
5. Issuance, Redemption and Exchange of Shares.
(a) Issuance of Shares. Upon receipt of a purchase order from a Service
Organization or prospective Shareholder
-4-
for the purchase of Shares of a particular series or class and sufficient
information to enable the Transfer Agent to establish a Shareholder account,
and after confirmation of receipt or crediting of federal funds for the order
from the Custodian, the Transfer Agent shall issue and credit the account of
the Shareholder with Shares of the appropriate series or class in the manner
described in the Prospectus.
(b) Redemption of Shares. Upon receipt of a redemption order from the
Fund's Distributor, a Service Organization or a Shareholder, the Transfer Agent
shall redeem the number and class or series of Shares indicated thereon from
the redeeming Shareholder's account and receive from the Custodian and disburse
to the redeeming Shareholder the redemption proceeds therefor, or arrange for
direct payment of redemption proceeds to such Shareholder by the Custodian, in
accordance with such procedures and controls as are mutually agreed from time
to time by and among the Fund, the Transfer Agent and the Custodian.
(c) Exchange of Shares. Upon receipt of an exchange order from a Service
Organization or a Shareholder and in accordance with the Prospectus and such
procedures and controls as are mutually agreed upon from time to time by and
among the Fund, the Transfer Agent and the Custodian, the Transfer Agent shall
arrange for the exchange of Shares of a class or series of the Fund having an
exchange privilege for Shares of other classes or series of the Fund.
6. Authorized Shares. The Fund is authorized to issue an unlimited number
of Shares, par value $.001 per Share. The Fund agrees to notify the Transfer
Agent promptly of any change in or termination of the Fund's declaration under
Rule 24f-2 of the 1940 Act.
7. Dividends and Distributions. The Fund shall furnish the Transfer Agent
with appropriate evidence of action taken by the Fund's Board of Trustees
authorizing the declaration and payment of dividends and distributions to the
Fund's Shareholders. After deducting any amount required to be withheld by any
applicable laws, rules and regulations, the Transfer Agent shall, as agent for
each Shareholder and in accordance with the provisions of the Declaration of
Trust and Prospectus, receive from the Custodian and pay such Shareholder such
dividends and/or distributions in cash or, with respect to any Shareholder who
has properly elected to have his dividends and/or distributions reinvested in
Shares of a portfolio, reinvest such dividends and/or distributions in
additional full and fractional Shares. In lieu of receiving from the Custodian
and paying to Shareholders cash dividends and/or distributions, the Transfer
Agent may arrange for the direct payment of cash dividends and distributions to
Shareholders by the Custodian, in accordance
-5-
with such procedures and controls as are mutually agreed upon from time to time
by and among the Fund, the Transfer Agent and the Custodian.
The Transfer Agent shall prepare and file with the Internal Revenue Service
and/or other appropriate taxing authorities, and address and mail to
Shareholders or their authorized representatives, such returns and information
relating to dividends and distributions paid by the Fund as are required to be
so prepared, filed and mailed by applicable laws, rules and regulations, or
such substitute form of notice as may from time to time be permitted or
required by the Internal Revenue Service and/or other appropriate taxing
authorities. On behalf of the Fund, the Transfer Agent shall pay on a timely
basis to the appropriate federal authorities any taxes required by applicable
federal tax laws to be withheld by the Fund on dividends and distributions paid
by the Fund.
8. Communications with Shareholders.
(a) Communications to Shareholders. The Transfer Agent will address and
mail all communications by the Fund to Shareholders or their authorized
representatives, including reports to Shareholders, dividend and distribution
notices and proxy material for its meetings of Shareholders. The Transfer Agent
will receive and tabulate the proxy cards for the meetings of Shareholders.
(b) Correspondence. The Transfer Agent will answer such correspondence
from Shareholders, securities brokers and others relating to its duties
hereunder and such other correspondence as may from time to time be mutually
agreed upon between the Transfer Agent and the Fund.
9. Records.
(a) The Transfer Agent shall keep accounts for each Shareholder showing
the following information:
(i) name, address and United States tax identification or Social
Security number;
(ii) number and class or series of Shares held and number of Shares for
which certificates, if any, have been issued, including certificate numbers and
denominations;
(iii) historical information regarding the account of each Shareholder,
including dividends and distributions paid and the date and price for all
transactions in a Shareholder's account;
-6-
(iv) any stop or restraining order placed against a Shareholder's
account;
(v) any correspondence relating to the current maintenance of a
Shareholder's account;
(vi) information with respect to withholdings effected; and
(vii) any information required in order for the Transfer Agent to perform
any calculations contemplated or required by this Agreement.
(b) The Transfer Agent shall keep subaccounts for each Shareholder
requesting such service in connection with Shares held by such Shareholder for
separate accounts, containing the same information for each subaccount as
required by Subparagraph (a) above.
(c) The books and records pertaining to the Fund which are in the possession
of the Transfer Agent shall be the Property of the Fund. Such books and
records shall be prepared and maintained as required by the 1940 Act, as
amended, and other applicable securities laws and rules and regulations. The
Fund, or the Fund's authorized representatives, shall have access to such books
and records at all times during the Transfer Agent's normal business hours, and
such books and records shall be surrendered to the Fund promptly upon request.
Upon the reasonable request of the Fund, copies of any such books and records
shall be provided by the Transfer Agent to the Fund or the Fund's authorized
representative at the Fund's expense.
10. Ongoing Functions. The Transfer Agent will perform the following
functions on an ongoing basis for each class or series of the Fund:
(a) furnish state-by-state registration reports to the Fund;
(b) calculate Account Executive load or compensation payment, as applicable,
and provide such information to the Fund, if any;
(c) calculate dealer commissions for the Fund, as applicable, if any;
(d) provide toll-free lines for direct Shareholder use, plus customer
liaison staff with on-line inquiry capacity;
-7-
(e) mail duplicate confirmations to dealers of their clients' activity,
whether executed through the dealer or directly with the Transfer Agent, if
any;
(f) provide detail for underwriter or broker confirmations and other
participating dealer Shareholder accounting, in accordance with such procedures
as may be agreed upon between the Fund and the Transfer Agent;
(g) provide Shareholder lists and statistical information concerning
accounts to the Fund; and
(h) provide timely notification of Fund activity, and such other information
as may be agreed upon from time to time between the Transfer Agent and the
Custodian, to the Fund or the Custodian.
11. Cooperation with Accountants. The Transfer Agent shall cooperate with
the Fund's independent certified public accountants and shall take all
reasonable action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such accountants for
the expression of their opinion as such may be required from time to time by
the Fund.
12. Confidentiality. The Transfer Agent agrees on behalf of itself and its
employees to treat confidentially and as the proprietary information of the
Fund all records and other information relative to the Fund and its prior,
present or potential Shareholders and not to use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Fund, which approval shall not be unreasonably withheld and may not be withheld
where the Transfer Agent may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information
by duly constituted authorities, or when so requested by the Fund.
13. Equipment Failures. In the event of equipment failures beyond the
Transfer Agent's control, the Transfer Agent shall, at no additional expense to
the Fund, take reasonable steps to minimize service interruptions but shall
have no liability with respect thereto. The Transfer Agent shall enter into
and shall maintain in effect with appropriate parties one or more agreements
making reasonable provision for emergency use of electronic data processing
equipment to the extent appropriate equipment is available.
-8-
14. Right to Receive Advice.
(a) Advice of Fund. If the Transfer Agent shall be in doubt as to any
action to be taken or omitted by it, it may request, and shall receive, from
the Fund directions or advice.
(b) Advice of Counsel. If the Transfer Agent shall be in doubt as to any
question of law involved in any action to be taken or omitted by the Transfer
Agent, it may request advice at its own cost from counsel of its own choosing
(who may be counsel for Fleet, Wellington Management, the Custodian, the
Distributor, a Service Organization, the Fund or the Transfer Agent, at the
option of the Transfer Agent).
(c) Conflicting Advice. In case of conflict between directions or advice
received by the Transfer Agent pursuant to subparagraph (a) of this paragraph
and advice received by the Transfer Agent pursuant to subparagraph (b) of this
paragraph, the Transfer Agent shall be entitled to rely on and follow the
advice received pursuant to the latter provision alone.
(d) Protection of the Transfer Agent. The Transfer Agent shall be protected
in any action or inaction which it takes in reliance on any directions or
advice received pursuant to subparagraphs (a) or (b) of this paragraph which
the Transfer Agent, after receipt of any such directions or advice, reasonably
and in good faith believes to be consistent with such directions or advice.
However, nothing in this paragraph shall be construed as imposing upon the
Transfer Agent any obligation (i) to seek such directions or advice, or (ii) to
act in accordance with such directions or advice when received, unless, under
the terms of another provision of this Agreement, the same is a condition to
the Transfer Agent's properly taking or omitting to take such action. Nothing
in this subparagraph shall excuse the Transfer Agent when an action or omission
on the part of the Transfer Agent constitutes willful misfeasance, bad faith,
negligence or reckless disregard by the Transfer Agent of its duties under this
Agreement.
15. Compliance with Governmental Rules and Regulations. The Fund assumes
full responsibility for insuring that the contents of the Prospectus comply
with all applicable requirements of the 1933 Act, the 1940 Act, the CEA and any
laws, rules and regulations of governmental authorities having jurisdiction.
16. Compensation. As sole compensation for the services rendered by the
Transfer Agent during the term of this Agreement, the Fund will pay to the
Transfer Agent such monthly fees as the
-9-
parties may agree from time to time in writing, for each series or class of the
Fund.
17. Indemnification. The Fund agrees to indemnify and hold the Transfer
Agent harmless from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the 1933
Act, the Securities Exchange Act of 1934, the 1940 Act, the CEA and any state
and foreign securities and blue sky laws, all as or as to be amended from time
to time) and expenses, including (without limitation) attorneys' fees and
disbursements, arising directly or indirectly from any action or thing which
the Transfer Agent takes or does or omits to take or do at the request or on
the direction of or in reliance on the advice of the Fund, provided that the
Transfer Agent shall not be indemnified against any liability to the Fund or to
its Shareholders (or any expenses incident to such liability) arising out of
the Transfer Agent's negligent failure to perform its duties under this
Agreement.
18. Responsibility of the Transfer Agent. The Transfer Agent shall be under
no duty to take any action on behalf of the Fund except as specifically set
forth herein or as may be specifically agreed to by the Transfer Agent in
writing. In the performance of its duties hereunder, the Transfer Agent shall
be obligated to exercise care and diligence and to act in good faith and to use
its best efforts within reasonable limits to ensure the accuracy of all
services performed under this Agreement. The Transfer Agent shall be
responsible for the negligent failure in the performance of its duties under
this Agreement, but to the extent that duties, obligations and responsibilities
are not expressly set forth in this Agreement, the Transfer Agent shall not be
liable for any act or omission which does not constitute willful misfeasance,
bad faith or negligence on its part or reckless disregard of such duties,
obligations and responsibilities. Without limiting the generality of the
foregoing or of any other provision of this Agreement, the Transfer Agent in
connection with its duties under this Agreement shall not be under any duty or
obligation to inquire into and shall not be liable for or in respect of (a) the
validity or invalidity or authority or lack thereof of any advice, direction,
notice or other instrument which conforms to the applicable requirements of
this Agreement, if any, and which the Transfer Agent reasonably believes to be
genuine, or (b) delays or errors or loss of data occurring by reason of
circumstances beyond the Transfer Agent's control,
including acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown (except as provided in paragraph 13),
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
19. Registration as Transfer Agent. The Transfer Agent represents that it
has and is currently registered as a transfer
-10-
agent with the SEC and has complied with the regulations of the SEC applicable
to registered transfer agents. The Transfer Agent agrees that it will continue
to be registered as a transfer agent with the appropriate federal agency for
the duration of this Agreement. Should the Transfer Agent fail to be
registered with the appropriate federal agency as a transfer agent at any time
during this Agreement, the Fund may (notwithstanding Paragraph 20 hereof), on
written notice to the Transfer Agent, immediately terminate this Agreement.
20. Duration and Termination. This Agreement shall become effective on the
date of the consummation of the Acquisition and shall continue until
termination by the Transfer Agent or the Fund on sixty (60) days' written
notice.
21. Notices. All notices and other communications (collectively referred to
as a "Notice" or "Notices" in this paragraph) hereunder shall be in writing or
by confirming telegram, cable, telex or facsimile sending device. Notices
shall be addressed (a) if to the Transfer Agent, at the Transfer Agent's
address, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000; (b) if to the
Fund, at the address of the Fund; or (c) if to neither of the foregoing, at
such other address as to which the sender shall have been notified by any such
Notice or other communication. If the location of the sender of a Notice and
the address of the addressee thereof are, at the time of sending, more than 100
miles apart, the Notice may be sent by first-class mail, in which case it shall
be deemed to have been given three days after it is sent, or if sent by
confirming telegram, cable, telex or facsimile sending device, it shall be
deemed to have been given immediately. If the location of the sender of a
Notice and the address of the addressee thereof are, at the time of sending,
not more than 100 miles apart, the Notice may be sent by first-class mail, in
which case it shall be deemed to have been given two days after it is sent, or
if sent by messenger, it shall be deemed to have been given on the day it is
delivered, or if sent by confirming telegram, cable, telex or facsimile sending
device, it shall be deemed to have been given immediately. All postage, cable,
telegram, telex and facsimile sending device charges arising from the sending
of a Notice hereunder shall be paid by the sender.
22. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
23. Amendments. This Agreement or any part hereof may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of such change or waiver is sought.
-11-
24. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
25. Releases. The names "The Galaxy Fund" and "Trustees of the Galaxy Fund"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated March 31, 1986, which is hereby referred to and a copy of which is
on file at the office of the State Secretary of the Commonwealth of
Massachusetts and at the principal office of the Trust. The obligations of
"The Galaxy Fund" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only the Trust Property, and
all persons dealing with any class of shares of the Trust must look solely to
the Trust Property belonging to such class for the enforcement of any claims
against the Trust. The Transfer Agent agrees to release all Shareholders,
Trustees, officers, employees and agents of the Fund from personal liability in
connection with the Trust Property or the duties, obligations and
responsibilities of the Fund under this Agreement.
26. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect their construction
or effect. This Agreement shall be deemed to be a contract made in
Massachusetts and governed by Massachusetts law. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding and shall inure to the benefit of the parties hereto
and their respective successors.
-12-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
[SEAL] THE GALAXY FUND
Attest: /s/ W. Xxxxx XxXxxxxx,III By:/s/ Xxxxxx X. Xxxxxxxxx
Secretary Vice President
[SEAL]
[SEAL] THE SHAREHOLDER SERVICES
GROUP, INC., d/b/a
440 FINANCIAL
Attest: _______________________ By:___________________________
-13-
37031
