TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of June 1, 1994, between THE CAPITOL MUTUAL FUNDS
(the "Trust"), a Massachusetts business trust on behalf of the Class A, Class B,
Class C, and Class D shares (the "Shares") and having its principal place of
business at 000 Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, and THE SHAREHOLDER
SERVICES GROUP, INC. (MA) (the "Transfer Agent"), a Massachusetts corporation
with principal offices at One Exchange Place, 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000.
W I T N E S S E T H
That for an in consideration of the mutual covenants and promises
hereinafter set forth, the Trust and the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have the following
meanings:
(a) "Declaration of Trust" shall mean the Declaration of Trust of
the Trust as the same may be amended from time to time.
(b) "Authorized Person" shall be deemed to include any person,
whether or not such person is an officer or employee of the Trust, duly
authorized to give Oral Instructions or Written Instructions on behalf of the
Trust as indicated in a certificate furnished to the Transfer Agent pursuant to
Section 4(c) hereof as may be received by the Transfer Agent from time to time.
(c) "Board of Trustees" shall mean the Board of Trustees of the
Trust, 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 Trust 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) "Trust" shall mean the entity executing this Agreement.
(g) "1940 Act" shall mean the Investment Company Act of 1940.
(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) "Prospectus" shall mean the most recently dated Trust 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.
(j) "Shareholder" shall mean a holder of Shares of capital stock,
beneficial interest or any other class or series.
(k) "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.
2. Appointment of the Transfer Agent. The Trust hereby appoints and
constitutes the Transfer Agent as transfer agent, registrar and dividend
disbursing agent for Shares of the Trust and as shareholder servicing agent for
the Trust. The Transfer Agent accepts such appointments and agrees to perform
the duties hereinafter set forth.
3. Compensation.
(a) The Trust will compensate or cause the Transfer Agent to be
compensated for the performance of its obligations hereunder in accordance with
the fees set forth in the written schedule of fees annexed hereto as Schedule A
and incorporated herein. The Transfer Agent will transmit an invoice to the
Trust as soon as practicable after the end of each calendar month which will be
detailed in accordance with Schedule A, and the Trust will pay to the Transfer
Agent the amount of such invoice within fifteen (15) days after the Trust's
receipt of the invoice.
In addition, the Trust agrees to pay, and will be billed separately
for, reasonable out-of-pocket expenses incurred by the Transfer Agent in the
performance of its duties hereunder. Out-of-pocket expenses shall include, but
shall not be limited to, the items specified in the written schedule of
out-of-pocket charges annexed hereto as Schedule B and incorporated herein.
Schedule B may be modified by the Transfer Agent upon not less than 30 days'
prior written notice to the Trust. Unspecified out-of-pocket expenses shall be
limited to those out-of-pocket expenses reasonably incurred by the Transfer
Agent in the performance of its obligations hereunder. Reimbursement by the
Trust for expenses incurred by the Transfer Agent in any month shall be made as
soon as practicable but no later than 30 days after the receipt of an itemized
xxxx from the Transfer Agent.
(b) Any compensation agreed to hereunder may be adjusted from time
to time by attaching to Schedule A, a revised fee schedule executed and dated by
the parties hereto.
4. Documents. In connection with the appointment of the Transfer Agent
the Trust shall deliver or caused to be delivered to the Transfer Agent the
following documents 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:
(a) If applicable, specimens of the certificates for Shares of the
Trust;
(b) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Trust;
(c) A signature card bearing the signatures of any officer of the
Trust or other Authorized Person who will sign Written Instructions or is
authorized to give Oral Instructions.
(d) A certified copy of the Declaration of Trust, as amended;
(e) A certified copy of the By-laws of the Trust, as amended;
(f) A copy of the resolution of the Board of Trustees authorizing
the execution and delivery of this Agreement;
(g) A certified list of Shareholders of the Trust with the name,
address and taxpayer identification number of each Shareholder, and the number
of Shares of the Trust 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 Trust; and
(h) An opinion of counsel for the Trust with respect to the validity
of the Shares and the status of such Shares under the Securities Act of 1933, as
amended.
5. Further Documentation. The Trust will also furnish the Transfer
Agent with copies of the following documents promptly after the same shall
become available:
(a) each resolution of the Board of Trustees authorizing the
issuance of Shares;
(b) any registration statements filed on behalf of the Trust and all
pre-effective and post-effective amendments thereto filed with the Commission;
(c) a certified copy of each amendment to the Declaration of Trust
or the By-laws of the Trust;
(d) certified copies of each resolution of the Board of Trustees or
other authorization designating Authorized Persons; and
(e) such other certificates, documents or opinions as the Transfer
Agent may reasonably request in connection with the performance of its duties
hereunder.
6. Representations of the Trust. The Trust represents to the Transfer
Agent that all outstanding Shares are validly issued, fully paid and
non-assessable. When Shares are hereafter issued in accordance with the terms of
the Trust's Declaration of Trust and its Prospectus, such Shares shall be
validly issued, fully paid and non-assessable.
7. Distributions Payable in Shares. In the event that the Board of
Trustees of the Trust shall declare a distribution payable in Shares, the Fund
shall deliver or cause to be delivered to the Transfer Agent written notice of
such declaration signed on behalf of the Trust by an officer thereof, upon which
the Transfer Agent shall be entitled to rely for all purposes, certifying (i)
the identity of the Shares involved, (ii) the number of Shares involved, and
(iii) that all appropriate action in connection with the distribution has been
taken.
8. Duties of the Transfer Agent. The Transfer Agent shall be
responsible for administering and/or performing those functions typically
performed by a transfer agent; for 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
in accordance with the terms of the Prospectus and applicable law. The operating
standards and procedures to be followed shall be determined from time to time by
agreement between the Trust and the Transfer Agent and shall initially be as
described in Schedule C attached hereto. In addition, the Trust shall deliver to
the Transfer Agent all notices issued by the Trust with respect to the Shares in
accordance with and pursuant to the Declaration of Trust or By-laws of the Trust
or as required by law and shall perform such other specific duties as are set
forth in the Declaration of Trust including the giving of notice of any special
or annual meetings of shareholders and any other notices required thereby.
9. Record Keeping and Other Information. The Transfer Agent shall
create and maintain all records required of it pursuant to its duties hereunder
and as set forth in Schedule C 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 Trust. 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.
Upon reasonable notice by the Trust, the Transfer Agent shall make
available during regular business hours such of its facilities and premises
employed in connection with the performance of its duties under this Agreement
for reasonable visitation by the Trust, or any person retained by the Trust as
may be necessary for the Trust to evaluate the quality of the services performed
by the Transfer Agent pursuant hereto.
10. Other Duties. In addition to the duties set forth in Schedule C,
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 Trust and the Transfer Agent. The compensation for such other duties
and functions shall be
reflected in a written amendment to Schedule A or B and the duties and functions
shall be reflected in an amendment to Schedule C, both dated and signed by
authorized persons of the parties hereto.
11. Reliance by Transfer Agent; Instructions.
(a) The Transfer Agent 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 the Trust pursuant to Section 4(c). The Transfer Agent will also
have no liability when processing Share certificates which it reasonably
believes to bear the proper manual or facsimile signatures of the officers of
the Trust and the proper countersignature of the Transfer Agent.
(b) At any time, the Transfer Agent may apply to any Authorized
Person of the Trust for Written Instructions and may seek advice from legal
counsel for the Trust, 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
Trust or for the Transfer Agent. Written Instructions requested by the Transfer
Agent will be provided by the Trust within a reasonable period of time. In
addition, 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 Trust only if said representative is an
Authorized Person. The Trust agrees that all Oral Instructions shall be followed
within one business day by confirming Written Instructions, and that the Trust's
failure to so confirm shall not impair in any respect the Transfer Agent's right
to rely on Oral Instructions. The Transfer Agent shall have no duty or
obligation to inquire into, nor shall the Transfer Agent be responsible for, the
legality of any act done by it upon the request or direction of a person
reasonably believed by the Transfer Agent to be an Authorized Person.
(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 Trustees, 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.
12. Acts of God, etc. The Transfer Agent will not be liable or
responsible for delays or errors by acts of God or by reason of circumstances
beyond its control, including acts of civil or military authority, national
emergencies, labor difficulties, mechanical breakdown, insurrection, war, riots,
or failure or unavailability of transportation, communication or power supply,
fire, flood or other catastrophe.
13. Duty of Care and Indemnification.
(a) The Trust will indemnify the Transfer Agent against and hold it
harmless from any and all losses, claims, damages, liabilities or expenses of
any sort or kind (including reasonable counsel fees and expenses) ("Claims")
resulting from any claim, demand, action or suit or other proceeding unless such
Claims have been determined to have resulted from a negligent act or omission to
act or bad faith of the Transfer Agent in the performance of its duties
hereunder. In addition, the Trust will indemnify the Transfer Agent against and
hold it harmless from any Claims that do not arise from a negligent act or
omission to act or bad faith of the Transfer Agent in the performance of its
duties hereunder and that results from: (i) any action taken in accordance with
Written or Oral Instructions, or any other instructions, or share certificates
reasonably believed by the Transfer Agent to be genuine and to be signed,
countersigned or executed, or orally communicated by an Authorized Person; (ii)
any action taken in accordance with written or oral advice reasonably believed
by the Transfer Agent to have been given by counsel for the Trust or its own
counsel; or (iii) any action taken as a result of any error or omission in any
record (including but not limited to magnetic tapes, computer printouts, hard
copies and microfilm copies) delivered, or caused to be delivered by the Trust
to the Transfer Agent in connection with this Agreement.
In any case in which the Trust may be asked to indemnify or hold the
Transfer Agent harmless, the Trust shall be advised of all pertinent facts
concerning the situation in question. The Transfer Agent will notify the Trust
promptly after identifying any situation which it believes presents or appears
likely to present a claim for indemnification against the Trust although the
failure to do so shall not prevent recovery by the Transfer Agent. The Trust
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 Trust so
elects, such defense shall be conducted by counsel chosen by the Trust and
satisfactory to the Transfer Agent, and thereupon the Trust 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 Trust will be
asked to provide indemnification, except with the Trust's prior written consent.
The obligations of the parties hereto under this Section shall survive the
termination of this Agreement.
14. Consequential Damages. In no event and under no circumstances shall
either party under 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.
15. Term and Termination.
(a) This Agreement shall be effective on the date on which the Fund
first commences investment operations and thereafter shall automatically
continue for successive annual periods ending on the anniversary of the date
first written above, provided that it may be terminated by either party upon 180
days prior written notice.
(b) In the event a termination notice is given by the Trust, the
Trust shall designate to the Transfer Agent a successor transfer agent or
transfer agents. Upon such termination and at the expense of the Trust, the
Transfer Agent will deliver to such successor a certified list of shareholders
of the Trust (with names and addresses), and all other relevant books, records,
correspondence and other Trust records or data in the possession of the Transfer
Agent, and the Transfer Agent will cooperate with the Trust and any successor
transfer agent or agents in the substitution process.
16. Confidentiality. Both parties hereto agree that any non-public
information obtained hereunder concerning the other party is confidential and
may not be disclosed to any other person without the consent of the other party,
except as may be required by applicable law or at the request of the Commission
or other government agency. The parties further agree that a breach of this
provision would irreparably damage the other party and accordingly agree that
each of them is entitled, without bond or other security, to an injunction or
injunctions to prevent breaches of this provision.
17. Amendment. This Agreement may only be amended or modified by a
written instrument executed by both parties.
18. Subcontracting. The Trust agrees that the Transfer Agent may, in
its discretion, subcontract for certain of the services described under this
Agreement or the Schedules hereto; provided that the appointment of any such
Transfer Agent shall not relieve the Transfer Agent of its responsibilities
hereunder. The Transfer Agent may, in its discretion, request the approval of
any subcontractors by the Trust.
19. Miscellaneous.
(a) Notices. Any notice or other instrument authorized or required
by this Agreement to be given in writing to the Trust 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 Trust:
The Capitol Mutual Funds
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
attn: Xxxx Xxxxx
Secretary
with a copy to Fund Counsel
To the Transfer Agent:
The Shareholder Services Group, Inc.
Xxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
President
with a copy to TSSG Counsel
(b) 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.
(c) 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 such court over the parties hereto, hereby waiving any defense
of lack of personal jurisdiction; and (ii) appoints the person to whom notices
hereunder are to be sent as agent for service of process.
(d) 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.
(e) Captions. The captions of 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.
(f) Use of Transfer Agent's Name. Other than internal use by the
Trust, the Trust 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 Trust 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. Notwithstanding the foregoing, any reference to the
Transfer Agent shall include a statement to the effect that it is a wholly owned
subsidiary of First Data Corporation.
(g) Use of Fund's Name. The Transfer Agent shall not use the name of
the Trust or material relating to the Trust on any documents or forms for other
than internal use in a manner not approved prior thereto in writing; provided,
that the Trust 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.
(h) Independent Contractors. The parties agree that they are
independent contractors and not partners or co-venturers.
(i) Entire Agreement; Severability. 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.
(j) Liability of Trust and Trustees. The names "The Capitol Mutual
Funds" and "Trustees of The Capitol Mutual Funds" refer 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 January 22, 1990, 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 Capitol Mutual Funds" entered into in the name of or on
behalf thereof by any of the Trustees, officers, representatives, or agents are
not made individually, but in such capacities, and are not binding upon any of
the Trustees, Shareholders, representatives, or agents of the Trust personally,
but bind only 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
enforcement of any claims against the Trust.
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 CAPITOL MUTUAL FUNDS:
By: _________________________
Xxxxx Xxxxxx Xxxxx
Assistant Secretary
THE SHAREHOLDER SERVICES GROUP, INC.:
By: __________________________
Schedule A
The Trust shall pay the Transfer Agent a minimum of $36,000 per annum
per portfolio. Once the individual portfolio has reached an asset level of $144
million, the fee will convert to the basis point schedule below. The Transfer
Agent agrees to waive the Trust's minimum fees through December 1994. However,
the portfolios with assets surpassing the minimum asset requirements will be
charged the asset based fees immediately.
TSSG proposes a basis point fee arrangement as follows:
Assets up to $3 billion: 2.5 basis points
$3 billion to $5 billion: 2.0 basis points
$6 billion to $8 billion: 1.5 basis points
$9 billion to $10 billion: 1.0 basis points
$10 billion and over: 0.08 basis points
Schedule B
OUT-OF-POCKET EXPENSES
The Trust shall reimburse the Transfer Agent monthly for reasonable
out-of-pocket expenses, including, but not 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 Trust
- 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 Trust
- Temporary staff, as approved by the Trust
- Travel and entertainment, as approved by the Trust
- 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 conversion costs in excess of $250,000
- All Systems enhancements after the conversion at
the rate of $95.00 per hour
- Insurance
- Such other miscellaneous expenses reasonably
incurred by the Transfer Agent in performing its
duties and responsibilities under this Agreement.
The Trust 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
Trust will promptly reimburse the Transfer Agent for any other unscheduled
expenses incurred by the Transfer Agent whenever the Trust 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 C
DUTIES OF THE TRANSFER AGENT
1.Shareholder Information. The Transfer Agent or its agent shall
maintain a record of the number of Shares held by each holder 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 or its agent will
investigate all inquiries from shareholders of the Trust relating to Shareholder
accounts and will respond to all communications from Shareholders 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 Trust.
3. Share Certificates.
(a) At the expense of the Trust, it shall supply the Transfer Agent
or its agent with an adequate supply of blank share certificates to meet the
Transfer Agent or its agent's requirements therefor. Such Share certificates
shall be properly signed by facsimile. The Trust agrees that, notwithstanding
the death, resignation, or removal of any officer of the Trust 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 or its agent shall issue replacement Share
certificates in lieu of certificates which have been lost, stolen or destroyed,
upon receipt by the Transfer Agent or its agent of properly executed affidavits
and lost certificate bonds, in form satisfactory to the Transfer Agent or its
agent, with the Trust and the Transfer Agent or its agent as obligees under the
bond.
(c) The Transfer Agent or its agent shall also maintain a record of
each certificate issued, the number of Shares represented thereby and the holder
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 or
its agent shall maintain comparable records of the record holders thereof,
including their names, addresses and taxpayer identification. The Transfer Agent
or its agent shall further maintain a stop transfer record on lost and/or
replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials. The
Transfer Agent or its agent will address and mail to Shareholders of the Trust,
all reports to Shareholders, dividend and distribution notices and proxy
material for the Trust's meetings of Shareholders. In connection with meetings
of Shareholders, the Transfer Agent or its 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) Suspension of Sale of Shares. The Transfer Agent or its agent
shall not be required to issue any Shares of the Trust where it has received a
Written Instruction from the Trust or official notice from any appropriate
authority that the sale of the Shares of the Trust 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 or its agent to
rely on such Written Instructions or official notice.
(b) Returned Checks. In the event that any check or other order for
the payment of money is returned unpaid for any reason, the Transfer Agent or
its agent will: (i) give prompt notice of such return to the Trust 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) Requirements for Transfer or Repurchase of Shares. The Transfer
Agent or its agent shall process all requests to transfer or redeem Shares in
accordance with the transfer or repurchase procedures set forth in the Trust's
Prospectus.
The Transfer Agent or its 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 or its agent
reasonably may deem necessary.
The Transfer Agent or its 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 or its 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 or its agent, in its good judgment, deems improper or
unauthorized, or until it is reasonably satisfied that there is no basis to any
claims adverse to such transfer or repurchase.
(b) Notice to Custodian and Trust. When Shares are redeemed, the
Transfer Agent or its agent shall, upon receipt of the instructions and
documents in proper form, deliver to the Custodian and the Trust 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 or its agent reflecting outstanding Shares of the Trust and
Shares attributed to individual accounts.
(c) Payment of Repurchase Proceeds. The Transfer Agent or its agent
shall, upon receipt of the moneys paid to it by the Custodian for the repurchase
of Shares, pay such moneys as are received from the Custodian, all in accordance
with the procedures described in the written instruction received by the
Transfer Agent or its agent from the Trust.
The Transfer Agent or its agent shall not process or effect any
repurchase with respect to Shares of the Trust after receipt by the Transfer
Agent or its agent of notification of the suspension of the determination of the
net asset value of the Trust.
7. Dividends
(a) Notice to Agent and Custodian. Upon the declaration of each
dividend and each capital gains distribution by the Board of Directors of the
Trust with respect to Shares of the Trust, the Trust shall furnish or cause to
be furnished to the Transfer Agent or its agent a copy of a resolution of the
Trust's Board of Directors certified by the Secretary of the Trust 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 or its agent on the payment date and whether such dividend or distribution
is to be paid in Shares of such class at net asset value.
On or before the payment date specified in such resolution of the
Board of Directors, the Custodian of the Trust will pay to the Transfer Agent
sufficient cash to make payment to the shareholders of record as of such payment
date.
(b) Insufficient Funds for Payments. If the Transfer Agent or its
agent does not receive sufficient cash from the Custodian to make accurately
determined total dividend and/or distribution payments to all shareholders of
the Trust as of the record date, the Transfer Agent or its agent will, upon
notifying the Trust, withhold payment to all Shareholders of record as of the
record date until sufficient cash is provided to the Transfer Agent or its
agent, unless such insufficient cash is a result of the Transfer Agent's
negligence.
Exhibit 1
to
Schedule C
Summary of Services
The services to be performed by the Transfer Agent or its agent shall
be as follows:
A. DAILY RECORDS
Maintain daily the following information with respect to each
Shareholder account as received:
o Name and Address (Zip Code)
o Class of Shares
o Taxpayer Identification Number
o Balance of Shares held by Agent
o Beneficial owner code: i.e., male, female, joint tenant,
etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
B. OTHER DAILY ACTIVITY
o Answer written inquiries relating to Shareholder accounts
(matters relating to portfolio management, distribution of
Shares and other management policy questions will be
referred to the Trust).
o Process additional payments into established Shareholder
accounts in accordance with Written Instruction from the
Agent.
o Upon receipt of proper instructions and all required
documentation, process requests for repurchase of Shares.
o Identify redemption requests made with respect to accounts
in which Shares have been purchased within an agreed-upon
period of time for determining whether good funds have
been collected with respect to such purchase and process
as agreed by the agent in accordance with written
instructions set forth by the Trust.
o Examine and process all transfers of Shares, ensuring that
all transfer requirements and legal documents have been
supplied.
o Issue and mail replacement checks.
o Open new accounts and maintain records of exchanges
between accounts.
C. DIVIDEND ACTIVITY
o Calculate and process Investor Share dividends and
distributions as instructed by the Trust.
o Compute, prepare and mail all necessary reports to
Shareholders or various authorities as requested by the
Trust. Report to the Trust reinvestment plan share
purchases and determination of the reinvestment price.
D. MEETINGS OF SHAREHOLDERS
o Cause to be mailed proxy and related material for all
meetings of Shareholders. Tabulate returned proxies
(proxies must be adaptable to mechanical equipment of the
Agent or its agents) and supply daily reports when
sufficient proxies have been received.
o Prepare and submit to the Trust an Affidavit of Mailing.
o At the time of the meeting, furnish a certified list of
Shareholders, hard copy, microfilm or microfiche and, if
requested by the Trust, Inspection of Election.
E. PERIODIC ACTIVITIES
o Cause to be mailed reports, Prospectuses, and any other
enclosures requested by the Trust (material must be
adaptable to mechanical equipment of Agent or its agents).
o Receive all notices issued by the Trust with respect to
the Shares in accordance with and pursuant to the
Declaration of Trust and perform such other specific
duties as are set forth in the Declaration of Trust
including a giving of notice of a special meeting and
notice of redemption in the circumstances and otherwise in
accordance with the all relevant provisions of the
Declaration of Trust.
F. DISASTER RECOVERY
o Maintain a disaster recovery plan reasonably designed to
keep the records and adequate systems available to the
Company.
