EXHIBIT 99.(k)(c)
TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of November 2, 1992, between Xxxxx Xxxxx Prime Rate
Reserves, a Massachusetts business trust registered as a continuously-offered
closed-end management investment company (the "Trust") with the Securities and
Exchange Commission (the "SEC"), having its principal office and place of
business at 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 and The Shareholder
Services Group, Inc. (the "Transfer Agent"), a Massachusetts corporation with
principal offices at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
W I T N E S S E T H:
That for and in consideration of the mutual 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) "Authorized Person" shall be deemed to include the President, any
Vice President, the Secretary and Treasurer of the Trust, the persons listed in
Appendix A hereto, and any other 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 5(b) hereof as may be
received by the Transfer Agent from time to time;
(b) "Commission" shall have the meaning given it in the Investment
Company Act of 1940 (the "1940 Act");
(c) "Custodian" refers to the custodian and any sub-custodian of all
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 custodian
(pursuant to the Custodian Agreement between the Trust and Investors Bank &
Trust Company);
(d) "Declaration of Trust" shall mean the Declaration of Trust of the
Trust as the same may be amended from time to time;
(e) "Officer" shall mean the President, any Vice President, Secretary,
Treasurer and Assistant Treasurer;
(f) "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;
(g) "Prospectus" shall mean the Trust's current prospectus and
statement of additional information relating to the registration of the Trust's
Shares under the Securities Act of 1933, as amended, and the 1940 Act;
(h) "Shares" refers to the Shares of beneficial interest of each
Portfolio of the Trust;
(i) "Shareholder" means a record owner of Shares;
(j) "Trustees" or "Board of Trustees" refers to the duly elected
Trustees of the Trust;
(k) "Written Instructions" shall mean written communication signed by
an Authorized Person and actually received by the Transfer Agent; and
(l) The "1940 Act" refers to the Investment Company Act of 1940 and the
Rules and regulations promulgated thereunder, all as amended from time to time.
2. Appointment of the Transfer Agent. The Trust hereby appoints and
constitutes the Transfer Agent as transfer agent for its Shares and as
shareholder servicing agent for the Trust, and the Transfer Agent accepts such
appointment and agrees to perform the duties hereinafter set forth.
3. Compensation
(a) The Trust will compensate the Transfer Agent 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.
Schedule A does not include out-of-pocket disbursements of the Transfer Agent
for which the Transfer Agent shall be entitled to xxxx the Trust separately.
The Transfer Agent will xxxx the Trust as soon as practicable after
the end of each calendar month, and said xxxxxxxx will be detailed in accordance
with the Schedule A. The Trust will promptly pay (normally within 45 days of
submission of the xxxx) to the Transfer Agent the amount of such billing.
Out-of-pocket disbursements shall mean the items specified in the
written schedule of out-of-pocket charges annexed hereto as Schedule B and
incorporated herein. Reimbursement by the Trust for such out-of-pocket
disbursements incurred by the Transfer Agent in any month shall be made as soon
as practicable after the receipt of an itemized xxxx from the Transfer Agent.
Reimbursement by the Trust for expenses other than those specified in Schedule B
shall be upon mutual agreement of the parties as provided in Schedule B.
(b) The parties hereto will agree upon the compensation for acting
as transfer agent for any Portfolio hereafter established and designated at or
before the time that the Transfer Agent commences serving as such for said
Portfolio, and such agreement shall be reflected in a written schedule of fees
for that Portfolio, dated and signed by an Officer of each party hereto, which
shall be attached to Schedule A of this Agreement and incorporated herein.
(c) Any compensation agreed to hereunder may be adjusted from time
to time by attaching to Schedule A of this Agreement a revised Fee Schedule,
dated and signed by an Officer of each party hereto.
4. Documents. In connection with the appointment of the Transfer Agent,
the Trust shall upon request, 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, furnish the Transfer Agent
with the following documents.
(a) A certified copy of the Declaration of Trust, as amended;
(b) A certified copy of the By-Laws of the Trust, as amended;
(c) A copy of the resolution of the Trustees authorizing the
execution and delivery of this Agreement;
(d) If applicable, a specimen of the certificate for Shares of each
Portfolio of the Trust in the form approved by the Trustees, with a certificate
of the Secretary of the Trust as to such approval;
(e) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Trust;
(f) A signature card bearing the signatures of any Officer of the
Trust or other Authorized Person who will sign Written Instructions.
5. Further Documentation. The Trust will also furnish from time to time
the following documents:
(a) Each resolution of the Trustees authorizing the establishment
and designation of any new Portfolio;
(b) Certified copies of each vote of the Trustees designating
Authorized Persons;
(c) The current Prospectus and Statement of Additional Information
of the Trust.
(d) Certificates as to any change in any Officer or Trustee of the
Trust.
6. Representations of the Trust. The Trust represents to the Transfer
Agent that all outstanding Shares are validly issued, fully paid and
non-assessable by the Trust. 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 by the Trust.
In the event that the Trustees shall declare a distribution payable
in Shares, the Trust shall deliver 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
number of Shares involved and (ii) that all appropriate action has been taken.
7. Duties of the Transfer Agent. The Transfer Agent shall be
responsible for administering and/or performing transfer agent functions; 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. The operating standards and
procedures to be followed shall be determined from time to time by agreement
between the Transfer Agent and the Trust and shall be expressed in a written
schedule of duties of the Transfer Agent annexed hereto as Schedule C and
incorporated herein.
8. Recordkeeping and Other Information. The Transfer Agent shall create
and maintain all necessary records in accordance with all applicable laws, rules
and regulations, including but not limited to records required by Section 31 (a)
of the 1940 Act, as amended, and the Rules thereunder, as the same may be
amended from time to time, and those records pertaining to the various functions
performed by it hereunder which are set forth in Schedule C and Exhibit 1 to
Schedule C attached hereto. All records and other data established and
maintained by the Transfer Agent pursuant to this Agreement shall be the
property of the Trust, shall be available for inspection and use by the Trust
and shall be surrendered promptly upon request. 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, as the same may be amended from time
to time. Disposition of such records after such prescribed periods shall be as
mutually agreed upon from time to time by the Trust and the Transfer Agent.
9. Audit, Inspection and Visitation. The Transfer Agent shall make
available during regular business hours all records and other data created and
maintained pursuant to this Agreement for reasonable audit and inspection by the
Trust, or any person retained by the Trust. Upon reasonable notice by the Trust,
the Transfer Agent shall make available during regular business hours its
facilities and premises employed in connection with its performance of this
Agreement for reasonable visitation by the Trust, or any person retained by the
Trust, to inspect its operating capabilities or for any other reason.
10. Confidentiality of Records. The Transfer Agent agrees to treat all
records and other information relative to the Trust and its prior, present or
potential Shareholders in confidence except that, after prior notification to
and approval in writing by the Trust, 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 Trust.
11. Reliance by the Transfer Agent; Instructions
(a) The Transfer Agent will be protected in acting upon Written or
Oral Instructions which it may reasonably have 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 or any person until receipt of a Written
Instruction thereof from the Trust. The Transfer Agent will also be protected in
processing properly-endorsed Share certificates (with appropriate signature
guarantee) 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, after obtaining prior oral
or written approval by an Authorized Person, seek advice from legal counsel for
the Trust, or its own legal counsel, with respect to any matter arising in
connection with this Agreement (the Transfer Agent shall consult with and obtain
the approval of the Trust or the Trust's counsel prior to engaging outside legal
counsel), 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 known by the Transfer Agent, or its
officers, agents or employees, to be an Authorized Person. 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 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
propriety of the amount per share to be paid on any redemptions; (iii) the
legality of the declaration of any dividend by the 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 reason or circumstances beyond its control,
including acts of civil or military authority, national emergencies, fire,
mechanical breakdown beyond its control, flood, acts of god, insurrection, war,
riots, and loss of communication or power supply.
13. Duty of Care and Indemnification. The Trust will indemnify the
Transfer Agent against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action or suit not resulting from
the bad faith or negligence of the Transfer Agent, and arising out of, or in
connection with, its duties on behalf of the Trust hereunder. In addition, the
Trust will indemnify the Transfer Agent against and hold it harmless from any
and all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand action or suit as a
result of: (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 and approved by the Trust
or the Trust's counsel; or (iii) any action taken as a result of any error or
omission in any record which the Transfer Agent had no reason to believe was
inaccurate (including but not limited to magnetic tapes, computer printouts,
hard copies and microfilm copies) and was 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 can be asked to indemnify or hold the
Transfer Agent harmless, the Trust shall be advised of all pertinent facts
concerning the situation in question and the Transfer Agent shall notify the
Trust promptly concerning any situation which presents or appears likely to
present a claim for indemnification against the Trust. 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 thereupon the Trust shall
take over complete defense of the claim and the Transfer Agent shall sustain no
further legal or other expenses in such situation for which it seeks
indemnification under this Section 13 unless the Transfer Agent were found by a
court or other forum to have acted in bad faith or to have been negligent with
respect to 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. Terms and Termination. This Agreement shall become effective on the
date first set forth above (the "Effective Date") and shall continue in effect
from year to year thereafter as the parties may mutually agree; provided,
however, that either party hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall not be less than 60 days after the date of receipt of such notice. In the
event such notice is given by the Trust, it shall be accompanied by a resolution
of the Board of Trustees, certified by the Secretary, electing to terminate this
Agreement and designating a successor transfer agent or transfer agents. Upon
such termination the Transfer Agent will deliver to such successor a certified
list of shareholders of the Trust (with names, addresses and taxpayer
identification or Social Security numbers and such other federal tax information
as the Transfer Agent may be required to maintain), an historical record of the
account of each shareholder and the status thereof, and all other relevant
books, records, correspondence, and other data established or maintained by the
Transfer Agent under this Agreement in the form reasonably acceptable to the
Trust, and will cooperate in the transfer of such duties and responsibilities,
including provisions for assistance from the Transfer Agent's personnel in the
establishment of books, records and other data by such successor or successors.
If this Agreement is terminated, the Transfer Agent shall deliver all
records and data established or maintained under this Agreement without
compensation or other fees except that the Transfer Agent shall be entitled to
incidental out-of-pocket expenses as limited by and provided for in Schedule B
to this Agreement incurred in the delivery of such records and data.
15. Amendment. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties.
16. 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
Agent shall not relieve the Transfer Agent of its responsibilities hereunder and
provided that the Transfer Agent has given 30 days prior written notice to an
Authorized Person.
17. Use of Transfer Agent's Name. The Transfer Agent shall approve all
reasonable uses of its name which merely refer in accurate terms to its
appointment hereunder or which are required by the Commission or a state
securities commission.
18. Use of the Trust'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 shall approve all reasonable uses of its name which
merely refer in accurate terms to the appointment of the Transfer Agent or which
are required by the Commission or a state securities commission.
19. Security. The Transfer Agent represents and warrants that, to best
of its knowledge, the various procedures and systems which the Transfer Agent
has implemented or will implement with regard to safeguarding from loss or
damage attributable to fire, theft or any other cause (including provision for
24 hours-a-day restricted access) of the Trust's records and other data and the
Transfer Agent's records, data, equipment, facilities and other property used in
the performance of its obligations hereunder are adequate and that it will make
such changes therein from time to time as in its judgment are required for the
secure performance of its obligations hereunder. The parties shall review such
systems and procedures on a periodic basis.
20. Insurance. The Transfer Agent shall notify the Trust should any of
its insurance coverage as set forth in Schedule D attached hereto be changed for
any reason. Such notification shall include the date of change and reason or
reasons therefor. The Transfer Agent shall notify the Trust of any claims
against it whether or not they may be covered by insurance and shall notify the
Trust from time to time as may be appropriate, and at least within 30 days
following the end of each fiscal year of the Transfer Agent, of the total
outstanding claims made by the Transfer Agent under its insurance coverage.
21. Miscellaneous
(a) 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:
Xxxxx Xxxxx Prime Rate Reserves
00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: H. Day Brigham, Jr., Esq.
To the Transfer Agent:
The Shareholder Services Group, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxx Xxxx
(b) 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 be assignable without the written consent of the other
party.
(c) This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts.
(d) 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) The captions of this Agreement are included for convenience or
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
22. Liability of Directors, Officers and Shareholders. The execution
and delivery of this Agreement have been authorized by the Trustees of the Trust
and signed by an authorized Officer of the Trust, acting as such, and neither
such authorization by such Trustees nor such execution and delivery by such
Officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or shareholders of the Trust,
but bind only the trust property of the Trust as provided in the Declaration of
Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunder duly authorized as of the day
and year first above written.
Xxxxx Xxxxx Prime Rate Reserves
Attest: ---------------------------------- By: /s/ Xxxxx X. X'Xxxxxx
The Shareholder Services
Group, Inc.
Attest: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx Xxxx
2/9/93
Appendix A
AUTHORIZED PERSONS
Xxxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxx
Xxxxxx X. XxxXxxxxx
Xxxxxxx X. Houghtes
Xxxxxxx X. Xxxxxxx
Schedule A
SCHEDULE OF FEES
The following annual fees shall be payable by the Trust as a percentage
of its aggregate net assets and with the following breakpoints:
first $250 million @ 6 basis points
next $250 million @ 5 basis points
next $500 million @ 4 basis points
over $1 billion @ 3 basis points
Schedule B
OUT-OF-POCKET EXPENSES
The Trust shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o postage and mailing
o forms
o outgoing wire charges
o telephone
o if applicable, magnetic tape and freight
o retention of records
o microfilm/microfiche
o stationery
o if applicable, terminals, transmitting lines and
any expenses incurred in connection with such
terminals and lines
The Trust agrees that an estimate of the postage and mailing expenses
of the Transfer Agent will be paid on the day of or prior to a mailing if
requested reasonably in advance by the Transfer Agent. In addition, the Trust
will reimburse the Transfer Agent for other expenses incurred by the Transfer
Agent which the Trust and the Transfer Agent agree 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 (See Exhibit 1 for Summary of Services)
1. Shareholder Information. The Transfer Agent shall maintain a record
of the number of Shares held by each holder of record which shall include their
addresses and taxpayer identification numbers and which shall indicate whether
such Shares are held in certificated or uncertificated form. The Transfer Agent
shall also maintain information necessary for the proper calculation of early
withdrawal charges in accordance with the percentages and aging of such charges
outlined in the Trust's prospectus.
2. Shareholder Services. The Transfer Agent will investigate all
Shareholder inquiries relating to Shareholder accounts and will answer all
correspondence from Shareholders and others relating to its duties hereunder
between the Transfer Agent and the Trust. The Transfer Agent shall keep records
of Shareholder correspondence and replies thereto, and of the lapse of time
between the receipt of such correspondence and the mailing of such replies.
3. State Registration Reports. The Transfer Agent shall furnish the
Trust, on a state-by-state basis, sales reports, such periodic and special
reports as the Trust may reasonably request, and such other information,
including Shareholder lists and statistical information concerning accounts, as
may be agreed upon from time to time between the Trust and the Transfer Agent.
4. Share Certificates
(a) At the expenses of the Trust, the Transfer Agent shall maintain
an adequate supply of blank Share certificates to meet the Transfer 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 may continue to countersign certificates which
bear such signatures until otherwise directed by the Trust.
(b) The Transfer Agent shall issue replacement Share certificates in
lieu of certificates which have been lost, stolen or destroyed without any
further action by the Board of Trustees or any Officer of the Trust, upon
receipt by the Transfer Agent of properly executed affidavits and lost
certificate bonds, in form satisfactory to the Transfer Agent, with the Trust
and the Transfer Agent as obligees under the bond.
(c) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby and the holder of
record. With respect to Shares held in open accounts or uncertificated forms,
i.e., no certificate being issued with respect thereto, the Transfer Agent shall
maintain comparable records of the record holders thereof, including their
names, addresses and taxpayer identification numbers. The Transfer Agent shall
further maintain separately for the Trust a stop transfer record on lost and/or
replaced certificates.
5. Mailing Communications to Shareholders; Proxy Materials. The
Transfer 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, and such other communications as the Trust may
authorize. In connection with meetings of Shareholders, the Transfer Agent will
prepare Shareholder lists, mail and certify as to the mailing of proxy
materials, process and tabulate returned proxy cards, report on proxies voted
prior to meetings, act as inspector of election at meetings and certify Shares
voted at meetings.
6. Sales of Shares
(a) Processing of Investment Checks or Other Investments. Upon
receipt of any check or other instrument drawn or endorsed to it as agent for,
or identified as being for the account of, the Trust, or drawn or endorsed to
the Distributor of the Trust's Shares for the purchase of Shares, the Transfer
Agent shall stamp the check with the date of receipt, shall forthwith process
the same for collection and shall record the number of Shares sold, the trade
date and price per Share, and the amount of money to be delivered to the
Custodian of the Trust for the sale of such Shares.
Upon receipt of an order to purchase shares from a broker or dealer
pursuant to procedures approved by the Trust, the Transfer Agent shall record
the number of Shares sold for the account of such broker or dealer, the trade
date and price per share, the amount of money to be delivered to the Custodian
of the Trust for the sale of such Shares, and shall confirm such order and
amount to the broker or dealer promptly in accordance with good industry
practice.
(b) Issuance of Shares. Upon receipt of notification that the
Custodian has received the amount of money specified in the first paragraph of
section (a) above, the Transfer Agent shall issue to and hold in the account of
the purchaser/Shareholder, or if no account is specified therein, in a new
account established in the name of the purchaser, the number of Shares such
purchaser is entitled to receive, as determined in accordance with applicable
Federal law or regulation.
(c) Confirmation. The Transfer Agent shall send to the
purchaser/Shareholder a confirmation of each purchase which will show the new
Share balance, the Shares held under a particular plan, if any, for withdrawing
investments, the amount invested and the price paid for the newly purchased
Shares, or will be in such other form as the Trust and the Transfer Agent may
agree from time to time.
(d) Suspension of Sales of Shares. The Transfer Agent shall not be
required to issue any Shares of the Trust where it has received a Written
Instruction from the Trust or written notice from any appropriate Federal or
state authority that the sale of the Shares of the Trust has been suspended or
discontinued, and the Transfer Agent shall be entitled to rely upon such Written
Instructions or written notification.
(e) Taxes in Connection with Issuance of Shares. Upon the issuance
of any Shares in accordance with the foregoing provisions of this Section, the
Transfer Agent shall not be responsible for the payment of any original issue or
other taxes required to be paid in connection with such issuance.
(f) 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 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.
7. Redemptions
(a) Requirements for transfer or Redemption of Shares. The Transfer
Agent shall process all requests from Shareholders to transfer or redeem Shares
in accordance with the procedures set forth in the Trust's Prospectus, or as
authorized by the Trust pursuant to Written Instructions, including, but not
limited to, all requests from Shareholders to redeem Shares of each Portfolio,
all determinations of the number of Shares required to be redeemed to fund
designated monthly payments and automatic payments or any such distribution or
withdrawal plan.
The Transfer Agent reserves the right to refuse to transfer or
redeem Shares until it is satisfied that the instructions to do so are valid and
genuine, in accordance with procedures set forth in the Trust's Prospectus. The
Transfer Agent shall incur no liability for the refusal, in good faith, to make
transfer or redemptions which the Transfer Agent, in its good judgment deems
improper or unauthorized based upon such procedures, or until it is reasonably
satisfied that there is no basis for any claim adverse to such transfer or
redemption.
The Transfer Agent may in effecting transactions, rely upon the
provisions of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the provisions of Article 8 of the Uniform Commercial Code, as the
same may be amended from time to time in the Commonwealth of Massachusetts,
which in the opinion of legal counsel for the Trust or of its own legal counsel
protect it in not requiring certain documents in connection with the transfer or
redemption of Shares. The Trust may authorize the Transfer Agent to waive the
signature guarantee in certain cases by Written Instructions.
For the purpose of the redemption of Shares of each Portfolio which
have been purchased within 15 days of a redemption request, the Trust shall
provide the Transfer Agent with written Instructions (see Exhibit 2 hereto)
concerning the time within which such requests may be honored.
(b) Notice to Custodian. When Shares are redeemed, the Transfer
Agent shall, upon receipt of the instructions and documents in proper form,
deliver to the Custodian a notification setting forth the number of Shares to be
redeemed. Such redemptions shall be reflected on appropriate accounts maintained
by the Transfer Agent reflecting outstanding Shares of the Trust and Shares
attributed to individual accounts and, if applicable, any individual withdrawal
or distribution plan.
(c) Payment of Redemption Proceeds. The Transfer Agent shall, upon
receipt of the money paid to it by the Custodian for the redemption of Shares,
pay to the Shareholder, or his authorized agent or legal representative, such
monies as are received from the Custodian, all in accordance with the redemption
procedures described in the Trust's Prospectus; provided, however, that the
Transfer Agent shall pay the proceeds of any redemption of Shares purchased
within a period of time agreed upon in writing by the Transfer Agent and the
Trust only in accordance with procedures agreed to in writing by the Transfer
Agent and the Trust for determining that good funds have been collected for the
purchase of such Shares, such written procedures being attached to this Schedule
as Exhibit 2. The Trust shall indemnify the Transfer Agent for any payment of
redemption proceeds or refusal or make such payment if the payment or refusal to
pay is in accordance with said written procedures.
The Transfer Agent shall not process or effect any redemptions
pursuant to a plan of distribution or redemption or in accordance with any other
Shareholder request upon the receipt by the Transfer Agent of notification of
the suspension of the determination of the Trust's net asset value.
(d) The Transfer Agent shall send to the Shareholder a confirmation
of each redemption showing the amount (and price) of shares redeemed, the new
Share balance, and such other information as the Trust may request from time to
time.
(e) In connection with processing redemptions, the Transfer Agent
shall be responsible for calculating appropriate early withdrawal charges with
respect to shareholder accounts and paying such amounts to the Trust's
investment adviser in accordance with the Trust's prospectus.
8. Dividends
(a) Notice to Transfer Agent and Custodian. Upon the declaration of
each dividend and each capital gains distribution by the Board of Trustees of
the Trust with respect to Shares of a Portfolio, the Trust shall furnish to the
Transfer Agent Written Instructions setting forth, with respect to Shares of
such Portfolio, the date of the declaration of such dividend or distribution,
the ex-dividend date, the date of payment thereof, the record date as of which
Shareholders entitled to payment shall be determined, the amount payable per
Share to the Shareholders of record as of that date, the total amount payable to
the Transfer Agent on the payment date and whether such dividend or distribution
is to be paid in Shares of such class at net asset value.
On or before the payment date specified in such resolution of the
Board of Trustees, the Trust will cause the Custodian of the Trust to pay to the
Transfer Agent sufficient cash to make payment to the Shareholders of record as
of such payment date.
(b) Payment of Dividends by the Transfer Agent. The Transfer Agent
will, on the designated payment date, automatically reinvest all dividends in
additional Shares at net asset value (determined on the record date of such
dividend with respect to Shareholders who have elected such reinvestment), and
promptly mail to each Shareholder at his address of record, or such other
address as the Shareholder may have designated, a statement showing the number
of full and fractional Shares (rounded to three decimal places) then currently
owned by the Shareholder and the net asset value of the Shares so credited to
the Shareholder's account. All other dividends shall be paid in cash, or by
check, to Shareholders of their designees, for shareholders who have so elected.
(c) Insufficient Funds for Payments. If the Transfer Agent does not
receive sufficient cash from the Custodian to make total dividend and/or
distribution payments to all Shareholders of a Portfolio of the Trust as of the
record date, the Transfer Agent will, upon notifying the Trust, withhold payment
to all Shareholders of record as of the record date until such sufficient cash
is provided to the Transfer Agent.
(d) Information Returns. It is understood that the Transfer Agent
shall file in a timely manner such appropriate information returns concerning
the payment of dividends, return of capital, capital gains distributions and
special information returns for retirement plan accounts with the proper
Federal, state, local and other authorities as are required by law to be filed
and shall be responsible for the withholding of taxes, if any, due on such
dividends or distributions to Shareholders when required to withhold taxes under
applicable law. The Transfer Agent shall also mail copies of such information
returns to the appropriate Shareholders.
Exhibit 1
to
Schedule C
Summary of Services
The services to be performed by the Transfer Agent shall be as follows;
A. DAILY RECORDS
Maintain daily on disk, tape or other magnetic media the following
information with respect to each shareholder account as received:
o Name and Address (Zip Code)
o Balance of Shares held by Transfer Agent
o State of residence code
o Beneficial owner code: i.e, male, female, joint tenant, etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
o Tax information (certified tax identification number, any TEFRA and
backup withholding)
o Other special coding for retirement plan accounts
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 Furnish a Statement of Additional Information to any Shareholder who
requests (in writing or by telephone) such statement from the Transfer
Agent.
o Examine and process Share purchase applications in accordance with the
Prospectus.
o Furnish Forms W-9 to all shareholders whose initial subscriptions for
Shares did not include certified taxpayer identification numbers.
o Process additional payments into established Shareholder accounts in
accordance with the Prospectus.
o Upon receipt of proper instructions and all required documentation,
process requests for redemption of Shares.
o In accordance with procedures outlined in the Trust's Prospectus, process
and effect telephone exchanges among funds with similar distribution
plans.
o Maintain records of Letter of Intent escrow shares.
o Maintain records necessary to properly invoke the contingent deferred
sales charge.
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 Transfer Agent and the Trust in
accordance with written procedures set forth in the Trust's Prospectus.
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 Maintain and execute share purchases with respect to Rights of
Accumulation.
C. SPECIAL REQUIREMENTS WITH RESPECT TO DAILY FUNDING
The Transfer Agent shall provide the Custodian on or before 9:30 A.M. each
day reports summarizing the previous day's transaction activity, subtotaled
by transaction type and trade date, and showing the balance of the Trust's
shares outstanding and other pertinent information. These reports shall
indicate all cash amounts to be paid or received by the Trust for such
purposes as settling sales and redemption of Trust Shares or making
distributions to Shareholders. Providing that the Transfer Agent has
reported the daily settlement amounts in a timely manner with appropriate
back-up documentation, the Trust will cause to be wired monies due the
Transfer Agent by the Trust on or before the close of business that day. All
monies due the Trust from the Transfer agent shall be wired by the Transfer
Agent on or before 2:00 P.M.
D. REPORTS PROVIDED TO THE TRUST AND/OR THE CUSTODIAN
Furnish the following reports to the Trust:
o Daily financial totals
o Monthly form N-SAR information (sales/redemptions)
o Monthly report of outstanding Shares
o Monthly analysis of accounts by beneficial owner code
o Monthly analysis of accounts by share range
o Bi-monthly analysis of sales by state; provide a "warning system" that
informs the Trust when sales of Shares in certain states are within a
specified percentage of the Shares registered in the state.
E. DIVIDEND AND REDEMPTION ACTIVITY
o Calculate and process Share dividends and distributions as instructed by
the Trust.
o Compute; prepare and mail all necessary reports to Shareholders, federal
and/or state authorities as requested by the Trust.
o On the payable date of a distribution to shareholders, the Transfer Agent
shall deliver to the Custodian a complete dividend reconciliation,
including the record date shares, total amount distributed, amount
reinvested and cash due the Transfer Agent. Payment of the cash by the
Custodian upon receipt of the reconciliation shall be contingent upon the
Custodian's assent that the figures in such reconciliation appear to be
reasonable.
o The Transfer Agent shall deliver a final dividend reconciliation to the
Custodian no later than 30 days after the payable date which will reflect
any adjustments made subsequent to the payable date. After the final
dividend reconciliation is prepared, no further adjustments shall be made
to affect the total amount of the distribution without the written
approval of the Trust.
F. 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 Transfer 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, if requested, furnish a certified list of
Shareholders in hard copy, microfilm or microfiche and Inspectors of
Election.
G. PERIODIC ACTIVITIES
o Cause to be mailed reports, Prospectuses, and any other enclosures
requested by the Trust (material must be adaptable to the mechanical
equipment of Transfer Agent or its agents).
o Produce and mail periodic statements as requested to Shareholders and
broker/dealers.
H. AS OF TRANSACTIONS
o The Transfer Agent shall make every effort to minimize the occurrence of
"as of" transactions. For those that do occur, the Transfer Agent shall
maintain records as to the reason for the delay in processing. In the
event the delayed processing is the fault of the Transfer Agent, and the
Trust sustains a loss, the Trust shall be entitled to compensation from
the Transfer Agent.
Exhibit 2
to
Schedule C
It is hereby agreed between the Trust and the Transfer Agent that
Shares purchased by personal check may be redeemed only after they are deemed to
have been collected in accordance with the attached check-aging schedule. The
check-aging schedule, which is based upon a Shareholder's address of record,
designates the number of days between the receipt of an investment check by the
Transfer Agent and the date on which funds provided by such checks will be
deemed to have been collected.
CHECK-AGING SCHEDULE
STATE STATE NUMBER
CODE ABBREV. STATE DESCRIPTION OF DAYS
01 AL Alabama 9
02 AK Alaska 15
03 AZ Arizona 12
04 AR Arkansas 9
05 CA California 13
06 CO Colorado 11
07 CT Connecticut 7
00 XX Xxxxxxxx 0
00 XX Xxxxxxxx xx Xxxxxxxx 8
10 FL Florida 9
11 GA Georgia 9
12 HI Hawaii 15
13 ID Idaho 11
14 IL Illinois 10
15 IN Indiana 10
16 IA Iowa 10
17 KS Kansas 10
18 KY Kentucky 9
19 LA Louisiana 9
20 ME Maine 7
21 MD Maryland 8
22 MA Massachusetts 7
23 MI Michigan 10
24 MN Minnesota 10
25 MS Mississippi 10
26 MO Missouri 10
27 MT Montana 11
28 NE Nebraska 10
29 NV Nevada 11
30 NH New Hampshire 7
31 NJ New Jersey 8
32 NM New Mexico 11
33 NY New York 8
34 NC North Carolina 9
35 ND North Dakota 11
36 OH Ohio 10
37 OK Oklahoma 11
38 OR Oregon 12
39 PA Pennsylvania 8
00 XX Xxxxx Xxxxxx 0
00 XX Xxxxx Xxxxxxxx 9
42 SD South Dakota 11
43 TN Tennessee 9
44 TX Texas 11
45 UT Utah 12
46 VT Vermont 7
47 VA Virginia 9
48 WA Washington 12
49 WV West Virginia 9
50 WI Wisconsin 10
51 WY Wyoming 11
52 PR Puerto Rico 16
53 53 APO, FPO New York
54 54 APO, FPO California
55 55 Other U.S. Possessions
56 56 Foreign Addresses
SCHEDULE D
SCHEDULE OF INSURANCE COVERAGE
The Transfer Agent and its New York clearing facility, Boston Safe Clearing
Corporation, are named insureds under the following insurance policies presently
in force covering assets held in custody at either company.
BANKERS BLANKET BOND
Basic Coverage: $22,500,000
Carrier: Continental Insurance Company #BND1619079, et al., policy dated April
7, 1985 and effective until canceled.
Deductible: $250,000
This coverage relates to any dishonest act of any employee of the
Transfer Agent and to any loss by burglary or mysterious unexplainable
disappearance of securities. The bond provides coverage for forgery
losses up to $2,500,000 and losses for the Transfer Agent's acceptance
of counterfeited securities in good faith up to $1,000,000.
Additional Coverage;
In addition, both companies are named insureds for $57,500,000 of
excess bond coverage through American Express, bringing the total
blanket bond coverage to $80,000,000.
Also, through American Express, the Transfer Agent has $245,000,000 of
Lost Instrument Bond coverage in addition to the $80.0 million blanket
bond coverage.
ERRORS AND OMISSIONS & FIDUCIARY LIABILITY INSURANCE POLICY
Coverage: $5,000,000
Carrier: First State Insurance Company, policy dated November 14,
1988, and effective until November 14, 1989
Deductible: $250,000
Protection under the Errors and Omissions Policy for an account would
be in the area of any alleged negligent act, error, or omission
committed by the Transfer Agent in the course of its performance of its
duties as Custodian.
As a participant in the Depository Trust Company ("DTC"), the Transfer Agent is
insured under policies made available by DTC with respect to securities
deposited.
