AGENCY AGREEMENT
(Corporate Form)
AGREEMENT dated the ____ day of April, 1998, by and between Xxxxxxx Global
Fund, Inc., a Maryland corporation (the "Company") on behalf of Global Discovery
Fund, a series of the Company (the "Fund"), and XXXXXX SERVICE COMPANY, a
Delaware corporation ("Service Company").
WHEREAS, Company wants to appoint Service Company as Transfer Agent and
Dividend Disbursing Agent, on behalf of Class A shares, Class B shares and Class
C shares of the Fund, and Service Company wants to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Documents to be Filed with Appointment.
In connection with the appointment of Service Company as Transfer
Agent and Dividend Disbursing Agent for Fund, there will be filed
with Service Company the following documents:
A. A certified copy of the resolutions of the Board of Directors
of the Company appointing Service Company as Transfer Agent
and Dividend Disbursing Agent, approving the form of this
Agreement, and designating certain persons to give written
instructions and requests on behalf of the Fund.
B. A certified copy of the Charter of the Company and any
amendments thereto.
C. A certified copy of the Bylaws of the Company.
D. Copies of Registration Statements filed with the Securities
and Exchange Commission.
E. Specimens of all forms of outstanding share certificates for
the Fund as approved by the Board of Directors of the Company,
with a certificate of the Secretary of the Company as to such
approval.
F. Specimens of the signatures of the officers of the Company
authorized to sign share certificates and individuals
authorized to sign written instructions and requests on behalf
of the Fund.
G. An opinion of counsel for the Company:
(1) With respect to Company's organization and existence
under the laws of the State of Maryland.
(2) With respect to the status of all shares of Fund covered
by this appointment under the Securities Act of 1933,
and any other applicable federal or state statute.
(3) To the effect that all issued Fund shares of the Fund
are, and all unissued shares of the Fund will be when
issued, validly issued, fully paid and non-assessable.
2. Certain Representations and Warranties of Service Company. Service
Company represents and warrants to the Company that:
A. It is a corporation duly organized and existing and in good
standing under the laws of the State of Delaware.
B. It is duly qualified to carry on its business in the State of
Missouri.
C. It is empowered under applicable laws and by its Certificate
of Incorporation and Bylaws to enter into and perform the
services contemplated in this Agreement.
D. All requisite corporate action has been taken to authorize it
to enter into and perform this Agreement.
E. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
F. It is, and will continue to be, registered as a transfer agent
under the Securities Exchange Act of 1934, as amended.
3. Certain Representations and Warranties of the Company. The Company
represents and warrants to Service Company that:
A. It is a corporation duly organized and existing and in good
standing under the laws of the State of Maryland.
B. It is an investment company registered under the Investment
Company Act of 1940, as amended.
C. A registration statement under the Securities Act of 1933 has
been filed and will be effective with
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respect to all shares of the Fund being offered for sale at
any time and from time to time.
D. All requisite steps have been or will be taken to register the
Fund's shares for sale in all applicable states, including the
District of Columbia.
E. The Company and its Directors are empowered under applicable
laws and by the Company's Charter and Bylaws to enter into and
perform this Agreement.
4. Scope of Appointment.
A. Subject to the conditions set forth in this Agreement, the
Company, on behalf of the Fund, hereby employs and appoints
Service Company as Transfer Agent and Dividend Disbursing
Agent of the Fund effective the date hereof.
B. Service Company hereby accepts such employment and appointment
and agrees that it will act as the Fund's Transfer Agent and
Dividend Disbursing Agent. Service Company agrees that it will
also act as agent in connection with the Fund's periodic
withdrawal payment accounts and other open-account or similar
plans for stockholders, if any.
C. Service Company agrees to provide the necessary facilities,
equipment and personnel to perform its duties and obligations
hereunder in accordance with industry practice.
D. The Company, on behalf of the Fund, agrees to use all
reasonable efforts to deliver to Service Company in Kansas
City, Missouri, as soon as they are available, all its Fund
stockholder account records.
E. Subject to the provisions of Sections 20 and 21 hereof,
Service Company agrees that it will perform all the usual and
ordinary services of Transfer Agent and Dividend Disbursing
Agent and as agent for the various stockholder accounts,
including, without limitation, the following: issuing,
transferring and canceling share certificates, maintaining all
stockholder accounts, preparing stockholder meeting lists,
mailing proxies, receiving and tabulating proxies, mailing
stockholder reports and prospectuses, withholding federal
income taxes, preparing and mailing checks for disbursement of
income and capital gains dividends, preparing and filing all
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required U.S. Treasury Department information returns for all
stockholders, preparing and mailing confirmation forms to
stockholders and dealers with respect to all purchases and
liquidations of the Fund shares and other transactions in
stockholder accounts for which confirmations are required,
recording reinvestments of dividends and distributions in the
Fund shares, recording redemptions of the Fund shares and
preparing and mailing checks for payments upon redemption and
for disbursements to systematic withdrawal plan stockholders.
5. Compensation and Expenses.
A. In consideration for the services provided hereunder by
Service Company as Transfer Agent and Dividend Disbursing
Agent, the Company, on behalf of the Fund, will pay to Service
Company from time to time compensation as agreed upon in
writing by the parties for all services rendered as Agent, and
also, all its reasonable out-of-pocket expenses and other
disbursements incurred in connection with the agency, as
described in Section 5.B below. Such compensation will be set
forth in a separate schedule to be agreed to by the Company
and Service Company. The initial agreement regarding
compensation is attached as Exhibit A.
B. The Company, on behalf of the Fund, agrees to promptly
reimburse Service Company for all reasonable out-of-pocket
expenses or advances incurred by Service Company in connection
with the performance of services under this Agreement
including, but not limited to, postage (and first class mail
insurance in connection with mailing share certificates),
envelopes, check forms, continuous forms, forms for reports
and statements, stationery, and other similar items, telephone
and telegraph charges incurred in answering inquiries from
dealers or stockholders, microfilm used each year to record
the previous year's transactions in stockholder accounts and
computer tapes used for permanent storage of records and cost
of insertion of materials in mailing envelopes by outside
firms. Service Company may, at its option, arrange to have
various service providers submit invoices directly to the Fund
for payment of out-of-pocket expenses reimbursable hereunder.
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6. Efficient Operation of Service Company System.
A. In connection with the performance of its services under this
Agreement, Service Company is responsible for the accurate and
efficient functioning of its system at all times, including
without limitation:
(1) The accuracy of the entries in Service Company's records
reflecting purchase and redemption orders and other
instructions received by Service Company from dealers,
stockholders, the Company or its principal underwriter.
(2) The timely availability and the accuracy of stockholder
lists, stockholder account verifications, confirmations
and other stockholder account information to be produced
from Service Company's records or data.
(3) The accurate and timely issuance of dividend and
distribution checks in accordance with instructions
received from the Company.
(4) The accuracy of redemption transactions and payments in
accordance with redemption instructions received from
dealers, stockholders or the Company or other authorized
persons.
(5) The deposit daily in the Company's appropriate special
bank account for the Fund of all checks and payments
received from dealers or stockholders for investment in
shares.
(6) The requiring of proper forms of instructions,
signatures and signature guarantees and any necessary
documents supporting the rightfulness of transfers,
redemptions and other stockholder account transactions,
all in conformance with Service Company's present
procedures with such changes as may be deemed reasonably
appropriate by Service Company or as may be reasonably
approved by or on behalf of the Company.
(7) The maintenance of a current duplicate set of the Fund's
essential or required records, as agreed upon from time
to time by the Company
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and Service Company, at a secure distant location, in
form available and usable forthwith in the event of any
breakdown or disaster disrupting its main operation.
7. Indemnification.
A. The Company, on behalf of the Fund, shall indemnify and hold
Service Company harmless from and against any and all claims,
actions, suits, losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of or
attributable to any action or omission by Service Company
pursuant to this Agreement or in connection with the agency
relationship created by this Agreement, provided that Service
Company has acted in good faith, without negligence and
without willful misconduct.
B. Service Company shall indemnify and hold the Company harmless
from and against any and all claims, actions, suits, losses,
damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to any action or
omission by Service Company pursuant to this Agreement or in
connection with the agency relationship created by this
Agreement, provided that Service Company has not acted in good
faith, without negligence and without willful misconduct.
C. In order that the indemnification provisions contained in this
Section 7 shall apply, upon the assertion of a claim for which
either party (the "Indemnifying Party") may be required to
provide indemnification hereunder, the party seeking
indemnification (the "Indemnitee") shall promptly notify the
Indemnifying Party of such assertion, and shall keep such
party advised with respect to all developments concerning such
claim. The Indemnifying Party shall be entitled to assume
control of the defense and the negotiations, if any, regarding
settlement of the claim. If the Indemnifying Party assumes
control, the Indemnitee shall have the option to participate
in the defense and negotiations of such claim at its own
expense. The Indemnitee shall in no event confess, admit to,
compromise, or settle any claim for which the Indemnifying
Party may be required to indemnify it except with the prior
written consent of the Indemnifying Party, which shall not be
unreasonably withheld.
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8. Certain Covenants of Service Company and the Company.
A. All requisite steps will be taken by the Company, on behalf of
the Fund, from time to time when and as necessary to register
the Fund's shares for sale in all states in which the Fund's
shares shall at the time be offered for sale and require
registration. If at any time Company receives notice of any
stop order or other proceeding in any such state affecting
such registration or the sale of the Fund's shares, or of any
stop order or other proceeding under the Federal securities
laws affecting the sale of the Fund's shares, the Company will
give prompt notice thereof to Service Company.
B. Service Company hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Company
for safekeeping of share certificates, check forms, and
facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such
certificates, forms and devices. Further, Service Company
agrees to carry insurance, as specified in Exhibit B hereto,
with insurers reasonably acceptable to the Company and in
minimum amounts that are reasonably acceptable to the Company,
which will not be changed without the consent of the Company,
which consent shall not be unreasonably withheld, and which
will be expanded in coverage or increased in amounts from time
to time if and when reasonably requested by the Company. If
Service Company determines that it is unable to obtain any
such insurance upon commercially reasonable terms, it shall
promptly so advise the Company in writing. In such event, the
Company shall have the right to terminate this Agreement upon
30 days notice.
C. To the extent required by Section 31 of the Investment Company
Act of 1940 and Rules thereunder, Service Company agrees that
all records maintained by Service Company relating to the
services to be performed by Service Company under this
Agreement are the property of the Company and will be
preserved, maintained and made available in accordance with
such section and rules, and will be surrendered promptly to
the Company on request.
D. Service Company agrees to furnish the Company semi-annual
reports of the Fund's financial condition, consisting of a
balance sheet, earnings statement and any other reasonably
available
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financial information reasonably requested by the Company. The
annual financial statements of the Fund will be certified by
Service Company's certified public accountants.
E. Service Company represents and agrees that it will use all
reasonable efforts to keep current on the trends of the
investment company industry relating to stockholder services
and will use all reasonable efforts to continue to modernize
and improve its system without additional cost to the Company,
on behalf of the Fund.
F. Service Company will permit the Company and its authorized
representatives to make periodic inspections of its operations
at reasonable times during business hours.
G. If Service Company is prevented from complying, either totally
or in part, with any of the terms or provisions of this
Agreement, by reason of fire, flood, storm, strike, lockout or
other labor trouble, riot, war, rebellion, accidents, acts of
God, equipment, utility or transmission failure or damage,
and/or any other cause or casualty beyond the reasonable
control of Service Company, whether similar to the foregoing
matters or not, then upon written notice to the Company, the
requirements of this Agreement that are affected by such
disability, to the extent so affected, shall be suspended
during the period of such disability; provided, however, that
Service Company shall make reasonable effort to remove such
disability as soon as possible. During such period, the
Company may seek alternate sources of service without
liability hereunder; and Service Company will use all
reasonable efforts to assist the Company to obtain alternate
sources of service. Service Company shall have no liability to
the Company for nonperformance because of the reasons set
forth in this Section 8.G; but if a disability that, in the
Company's reasonable belief, materially affects Service
Company's ability to perform its obligations under this
Agreement continues for a period of 30 days, then the Company
shall have the right to terminate this Agreement upon 10 days
written notice to Service Company.
9. Adjustment.
In case of any recapitalization, readjustment or other change in the
structure of the Fund requiring a change in the form of share
certificates, Service Company will issue or register certificates in
the new form in
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exchange for, or in transfer of, the outstanding certificates in the
old form, upon receiving the following:
A. Written instructions from an officer of the Company.
B. Certified copy of any amendment to the Charter or other
document effecting the change.
C. Certified copy of any order or consent of each governmental or
regulatory authority required by law for the issuance of the
shares in the new form, and an opinion of counsel that no
order or consent of any other government or regulatory
authority is required.
D. Specimens of the new certificates in the form approved by the
Board of Directors of the Company, with a certificate of the
Secretary of the Company as to such approval.
E. Opinion of counsel for the Company:
(1) With respect to the status of the shares of the Fund in
the new form under the Securities Act of 1933, and any
other applicable federal or state laws.
(2) To the effect that the issued shares of the Fund in the
new form are, and all unissued shares of the Fund will
be when issued, validly issued, fully paid and
non-assessable.
10. Share Certificates.
The Company, on behalf of the Fund will furnish Service Company with
a sufficient supply of blank share certificates and from time to
time will renew such supply upon the request of Service Company.
Such certificates will be signed manually or by facsimile signatures
of the officers of the Company authorized by law and the Company's
Bylaws to sign share certificates and, if required, will bear the
trust seal or facsimile thereof.
11. Death, Resignation or Removal of Signing Officer.
The Company will file promptly with Service Company written notice
of any change in the officers authorized to sign share certificates,
written instructions or requests, together with two signature cards
bearing the specimen signature of each newly authorized officer,
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all as certified by an appropriate officer of the Company. In case
any officer of the Company who will have signed manually or whose
facsimile signature will have been affixed to blank share
certificates will die, resign, or be removed prior to the issuance
of such certificates, Service Company may issue or register such
share certificates as the share certificates of the Fund
notwithstanding such death, resignation, or removal, until
specifically directed to the contrary by the Company in writing. In
the absence of such direction, the Company will file promptly with
Service Company such approval, adoption, or ratification as may be
required by law.
12. Future Amendments of Charter and Bylaws.
The Company will promptly file with Service Company copies of all
material amendments to its Charter and Bylaws and Registration
Statement made after the date of this Agreement.
13. Instructions, Opinion of Counsel and Signatures.
At any time Service Company may apply to any officer of the Company
for instructions, and may consult with legal counsel for the Company
at the expense of the Company, or with its own legal counsel at its
own expense, with respect to any matter arising in connection with
the agency; and it will not be liable for any action taken or
omitted by it in good faith in reliance upon such instructions or
upon the opinion of such counsel. Service Company is authorized to
act on the orders, directions or instructions of such persons as the
Board of Directors of the Company shall from time to time designate
by resolution. Service Company will be protected in acting upon any
paper or document, including any orders, directions or instructions,
reasonably believed by it to be genuine and to have been signed by
the proper person or persons; and Service Company will not be held
to have notice of any change of authority of any person so
authorized by the Company until receipt of written notice thereof
from the Company. Service Company will also be protected in
recognizing share certificates that it reasonably believes to bear
the proper manual or facsimile signatures of the officers of the
Company, and the proper countersignature of any former Transfer
Agent or Registrar, or of a Co-Transfer Agent or Co-Registrar.
14. Papers Subject to Approval of Counsel.
The acceptance by Service Company of its appointment as Transfer
Agent and Dividend Disbursing Agent, and all documents filed in
connection with such appointment and
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thereafter in connection with the agencies, will be subject to the
approval of legal counsel for Service Company, which approval will
not be unreasonably withheld.
15. Certification of Documents.
The required copy of the Charter of the Company and copies of all
amendments thereto will be certified by the appropriate official of
the State of Maryland; and if such Charter and amendments are
required by law to be also filed with a county, city or other
officer or official body, a certificate of such filing will appear
on the certified copy submitted to Service Company. A copy of the
order or consent of each governmental or regulatory authority
required by law for the issuance of the Fund shares will be
certified by the Secretary or Clerk of such governmental or
regulatory authority, under proper seal of such authority. The copy
of the Bylaws and copies of all amendments thereto and copies of
resolutions of the Board of Directors of the Company will be
certified by the Secretary or an Assistant Secretary of the Fund.
16. Records.
Service Company will maintain customary records in connection with
its agency, and particularly will maintain those records required to
be maintained pursuant to sub-paragraph (2)(iv) of paragraph (b) of
Rule 31a-1 under the Investment Company Act of 1940, if any.
17. Disposition of Books, Records and Canceled Certificates.
Service Company will send periodically to the Company, or to where
designated by the Secretary or an Assistant Secretary of the
Company, all books, documents, and all records no longer deemed
needed for current purposes and share certificates which have been
canceled in transfer or in exchange, upon the understanding that
such books, documents, records, and share certificates will not be
destroyed by the Company without the consent of Service Company
(which consent will not be unreasonably withheld), but will be
safely stored for possible future reference.
18. Provisions Relating to Service Company as Transfer Agent.
A. Service Company will make original issues of share
certificates upon written request of an officer of the Company
and upon being furnished with a
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certified copy of a resolution of the Board of Directors
authorizing such original issue, an opinion of counsel as
outlined in Section 1.G or 9.E of this Agreement, the
certificates required by Section 10 of this Agreement and any
other documents required by Section 1 or 9 of this Agreement.
B. Before making any original issue of certificates, the Company,
on behalf of the Fund, will furnish Service Company with
sufficient funds to pay any taxes required on the original
issue of the shares. Company will furnish Service Company such
evidence as may be required by Service Company to show the
actual value of the shares. If no taxes are payable, Service
Company will upon request be furnished with an opinion of
outside counsel to that effect.
C. Shares will be transferred and new certificates issued in
transfer, or shares accepted for redemption and funds remitted
therefor, upon surrender of the old certificates in form
deemed by Service Company properly endorsed for transfer or
redemption accompanied by such documents as Service Company
may deem necessary to evidence the authority of the person
making the transfer or redemption, and bearing satisfactory
evidence of the payment of any applicable share transfer
taxes. Service Company reserves the right to refuse to
transfer or redeem shares until it is satisfied that the
endorsement or signature on the certificate or any other
document is valid and genuine, and for that purpose it may
require a guarantee of signature by such persons as may from
time to time be specified in the prospectus related to such
shares or otherwise authorized by the Company. Service Company
also reserves the right to refuse to transfer or redeem shares
until it is satisfied that the requested transfer or
redemption is legally authorized, and it will incur no
liability for the refusal in good faith to make transfers or
redemptions which, in its judgment, are improper,
unauthorized, or otherwise not rightful. Service Company may,
in effecting transfers or redemptions, rely upon
Simplification Acts or other statutes which protect it and the
Company in not requiring complete fiduciary documentation.
D. When mail is used for delivery of share certificates, Service
Company will forward share certificates in "nonnegotiable"
form as provided by the Company, on behalf of the Fund, by
first
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class mail, all such mail deliveries to be covered while in
transit to the addressee by insurance arranged for by Service
Company.
E. Service Company will issue and mail subscription warrants and
certificates provided by Company, on behalf of the Fund, and
representing share dividends, exchanges or split-ups, or act
as Conversion Agent upon receiving written instructions from
any officer of the Company and such other documents as Service
Company deems necessary.
F. Service Company will issue, transfer, and split-up
certificates upon receiving written instructions from an
officer of the Company and such other documents as Service
Company may deem necessary.
G. Service Company may issue new certificates in place of
certificates represented to have been lost, destroyed, stolen
or otherwise wrongfully taken, upon receiving indemnity
satisfactory to Service Company, and may issue new
certificates in exchange for, and upon surrender of, mutilated
certificates. Any such issuance shall be in accordance with
the provisions of law governing such matter and any procedures
adopted by the Board of Directors of the Company of which
Service Company has notice.
H. Service Company will supply a stockholder's list of the Fund
to the Company properly certified by an officer of Service
Company for any stockholder meeting upon receiving a request
from an officer of the Company. It will also supply lists at
such other times as may be reasonably requested by an officer
of the Company.
I. Upon receipt of written instructions of an officer of the
Company, Service Company will address and mail notices to
stockholders of the Fund.
J. In case of any request or demand for the inspection of the
share books of the Company related to the Fund or any other
books of Company related to the Fund in the possession of
Service Company, Service Company will endeavor to notify the
Company and to secure instructions as to permitting or
refusing such inspection. Service Company reserves the right,
however, to exhibit the share books or other books to any
person in case it is advised by its counsel that it may be
held responsible for the failure to exhibit the share books or
other books to such person.
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19. Provisions Relating to Dividend Disbursing Agency.
A. Service Company will, at the expense of the Company, on behalf
of the Fund, provide a special form of check containing the
imprint of any device or other matter desired by the Company.
Said checks must, however, be of a form and size convenient
for use by Service Company.
B. If the Company wants to include additional printed matter,
financial statements, etc., with the dividend checks, the same
will be furnished to Service Company within a reasonable time
prior to the date of mailing of the dividend checks, at the
expense of the Company, on behalf of the Fund.
C. If the Company wants the Fund's distributions mailed in any
special form of envelopes, sufficient supply of the same will
be furnished to Service Company but the size and form of said
envelopes will be subject to the approval of Service Company.
If stamped envelopes are used, they must be furnished by the
Company, on behalf of the Fund; or, if postage stamps are to
be affixed to the envelopes, the stamps or the cash necessary
for such stamps must be furnished by the Company, on behalf of
the Fund.
D. Service Company will maintain one or more deposit accounts as
Agent for the Fund, into which the funds for payment of
dividends, distributions, redemptions or other disbursements
provided for hereunder will be deposited, and against which
checks will be drawn.
20. Termination of Agreement.
A. This Agreement may be terminated by either party upon sixty
(60) days prior written notice to the other party.
B. The Company, in addition to any other rights and remedies,
shall have the right to terminate this Agreement forthwith
upon the occurrence at any time of any of the following
events:
(1) Any interruption or cessation of operations by Service
Company or its assigns which materially interferes with
the business operation of the Fund.
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(2) The bankruptcy of Service Company or its assigns or the
appointment of a receiver for Service Company or its
assigns.
(3) Any merger, consolidation or sale of substantially all
the assets of Service Company or its assigns.
(4) The acquisition of a controlling interest in Service
Company or its assigns, by any broker, dealer,
investment adviser or investment company except as may
presently exist.
(5) Failure by Service Company or its assigns to perform its
duties in accordance with this Agreement, which failure
materially adversely affects the business operations of
the Fund and which failure continues for thirty (30)
days after written notice from the Company.
(6) The registration of Service Company or its assigns as a
transfer agent under the Securities Exchange Act of 1934
is revoked, terminated or suspended for any reason.
C. In the event of termination, the Company, on behalf of the
Fund, will promptly pay Service Company all amounts due to
Service Company hereunder. Upon termination of this Agreement,
Service Company shall deliver all stockholder and account
records and other materials pertaining to the Fund either to
the Company or as directed in writing by the Company.
21. Assignment.
A. Neither this Agreement nor any rights or obligations hereunder
may be assigned by Service Company without the written consent
of the Company; provided, however, no assignment will relieve
Service Company of any of its obligations hereunder.
B. This Agreement including, without limitation, the provisions
of Section 7 will inure to the benefit of and be binding upon
the parties and their respective successors and assigns.
C. Service Company is authorized by the Company to use the system
services of DST Systems, Inc. and the system and other
services, including data entry, of Administrative Management
Group, Inc.
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22. Confidentiality.
A. Except as provided in the last sentence of Section 18.J
hereof, or as otherwise required by law, Service Company will
keep confidential all records of and information in its
possession relating to the Fund or its stockholders or
stockholder accounts and will not disclose the same to any
person except at the request or with the consent of the
Company.
B. Except as otherwise required by law, the Company will keep
confidential all financial statements and other financial
records (other than statements and records relating solely to
the Company's business dealings with Service Company) and all
manuals, systems and other technical information and data, not
publicly disclosed, relating to Service Company's operations
and programs furnished to it by Service Company pursuant to
this Agreement and will not disclose the same to any person
except at the request or with the consent of Service Company.
Notwithstanding anything to the contrary in this Section 22.B,
if an attempt is made pursuant to subpoena or other legal
process to require the Company, on behalf of the Fund, to
disclose or produce any of the aforementioned manuals, systems
or other technical information and data, the Company shall
give Service Company prompt notice thereof prior to disclosure
or production so that Service Company may, at its expense,
resist such attempt.
23. Survival of Representations and Warranties.
All representations and warranties by either party herein contained
will survive the execution and delivery of this Agreement.
24. Miscellaneous.
A. This Agreement is executed and delivered in the State of New
York and shall be governed by the laws of said state.
B. No provisions of this Agreement may be amended or modified in
any manner except by a written agreement properly authorized
and executed by both parties hereto.
C. The captions in this Agreement are included for convenience of
reference only, and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
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D. This Agreement shall become effective as of the date hereof.
E. This Agreement may be executed simultaneously 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.
F. If any part, term or provision of this Agreement is held by
the courts to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall be
considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
G. With respect to any claim by Service Company for recovery of
that portion of the compensation and expenses (or any other
liability of the Company arising hereunder) allocated to a
particular class of the Fund, whether in accordance with the
express terms hereof or otherwise, Service Company shall have
recourse solely against the assets of that class to satisfy
such claim and shall have no recourse against the assets of
any other series of the Company or class of the Fund for such
purpose.
H. This Agreement is the entire contract between the parties
relating to the subject matter hereof and supersedes all prior
agreements between the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized officer as of the day and year first set forth
above.
XXXXXXX GLOBAL FUND, INC.,
on behalf of Global Discovery Fund
By____________________________
Title: President
ATTEST:
_____________________________
Title: Assistant Secretary
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XXXXXX SERVICE COMPANY
By____________________________
Title:
ATTEST:
_____________________________
Title:
18
EXHIBIT A
FEE SCHEDULE (MULTIPLE CLASSES OF SHARES)
FEE PAYABLE BY THE COMPANY, ON
TRANSFER AGENCY FUNCTION BEHALF OF THE FUND
CLASS A and C CLASS B
1. Annual open shareholder account fee
(per year per account):
a. Non-daily dividend series. $6.00 $6.00
b. CDSC account fee. Not Applicable $2.25
c. Non-monetary transaction fee. $2.00 $2.00
2. Annual closed shareholder account $6.00 $6.00
fee (per year per account).
3. Establishment of new shareholder $4.00 $4.00
account (per new account).*
4. Transaction Based Fees
(per transaction):
a. Dividend transaction fee (per $ .40 $ .40
dividend per account).
b. Automated transaction fee (per $ .50 $ .50
transaction).**
c. Purchase or redemption of shares $1.25 $1.25
transaction fee.
d. Audio Response fee. $0.15 $0.15
The out-of-pocket expenses of Service Company will be reimbursed by the
Company, on behalf of the Fund, in accordance with the provisions of Section 5
of the Agency Agreement.
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* The new shareholder account fee is not applicable to Class A Share
accounts established in connection with a conversion from Class B Shares.
** Automated transaction includes, without limitation, money market series
purchases and redemptions, ACH purchases, systematic exchanges and
conversions from Class B Shares to Class A Shares.
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EXHIBIT B
INSURANCE COVERAGE
DESCRIPTION OF POLICY:
Brokers Blanket Bond, Standard Form 14
Covering losses caused by dishonesty of employees, physical loss of
securities on or outside of premises while in possession of
authorized person, loss caused by forgery or alteration of checks or
similar instruments.
Errors and Omissions Insurance
Covering replacement of destroyed records and computer errors and
omissions.
Special Forgery Bond
Covering losses through forgery or alteration of checks or drafts of
customers processed by insured but drawn on or against them.
Mail Insurance (applies to all full service operations)
Provides indemnity for the following types of securities lost in
the mails:
Non-negotiable securities mailed to domestic locations via
registered mail.
Non-negotiable securities mailed to domestic locations via
first-class or certified mail.
Non-negotiable securities mailed to foreign locations via
registered mail.
Negotiable securities mailed to all locations via registered
mail.
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