AMENDED AND RESTATED MUTUAL FUNDS
TRANSFER AGENCY AGREEMENT
AGREEMENT made as of July 31, 1998 by and between Excelsior Funds (the
"Fund"), a Delaware business trust, and Chase Global Funds Services Company (the
"Transfer Agent"), a Delaware corporation.
WITNESSETH:
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain the Transfer Agent to provide
certain transfer agent services with respect to the Fund, and the Transfer Agent
is willing to furnish such services:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints the Transfer Agent to provide
transfer agent services for the Fund, subject to the supervision of the Board of
Trustees of the Fund (the "Board"), for the period and on the terms set forth in
this Agreement. The Transfer Agent accepts such appointment and agrees to
furnish the services set forth herein in return for the compensation as provided
in Schedule A to this Agreement. The Fund will initially consist of the
portfolios, funds and/or classes of shares (each an "Investment Fund";
collectively the "Investment Funds") listed in Schedule B, attached hereto. The
Fund shall notify the Transfer Agent in writing of each additional Investment
Fund established by the Fund. Each new Investment Fund shall be subject to the
provisions of this Agreement, except to the extent that the provisions
(including those relating to the compensation and expenses payable by the Fund
and its Investment Funds) may be modified with respect to each new Investment
Fund in writing by the Fund and the Transfer Agent at the time of the addition
of the new Investment Fund.
2. REPRESENTATIONS AND WARRANTIES.
(a) The Transfer Agent represents and warrants to the Fund that:
(i) the Transfer Agent is a corporation organized and
existing and in good standing under the laws of the
State of Delaware;
(ii) the Transfer Agent is duly qualified to carry on its
business in the State of New York;
(iii) the Transfer Agent is empowered under applicable laws
and by its Charter Document and By-Laws to enter into
and perform this Agreement;
(iv) all requisite corporate proceedings have been taken
to authorize the Transfer Agent to enter into and
perform this Agreement;
(v) the Transfer Agent has, and will continue to have,
access to the facilities, personnel and equipment
required to fully perform its duties and obligations
hereunder;
(vi) no legal or administrative proceedings have been
instituted or threatened which would impair the
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Transfer Agent's ability to perform its duties and
obligations under this Agreement; and
(vii) the Transfer Agent's entrance into this Agreement
shall not cause a material breach or be in material
conflict with any other agreement or obligation of
the Transfer Agent or any law or regulation
applicable to the Transfer Agent;
(b) The Fund represents and warrants to the Transfer Agent that:
(i) the Fund is an open-end diversified management
investment company duly organized is a business trust
under the laws of the State of Delaware;
(ii) the Fund is empowered under applicable laws and by
its Charter Document and By-Laws to enter into and
perform this Agreement;
(iii) all requisite proceedings have been taken to
authorize the Fund to enter into and perform this
Agreement;
(iv) the Fund is an investment company properly registered
under the 1940 Act;
(v) a registration statement under the Securities Act of
1933, as amended ("1933 Act") and the 1940 Act on
Form N-1A has been filed and will be effective and
will remain effective during the term of this
Agreement, and all necessary filings under the laws
of the states will have been made and will be current
during the term of this Agreement;
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(vi) no legal or administrative proceedings have been
instituted or threatened which would impair the
Fund's ability to perform its duties and obligations
under this Agreement; and
(vii) the Fund's entrance into this Agreement shall not
cause a material breach or be in material conflict
with any other agreement or obligation of the Fund or
any law or regulation applicable to it.
3. DELIVERY OF DOCUMENTS. The Fund will promptly furnish to the
Transfer Agent such copies, properly certified or authenticated, of contracts,
documents and other related information that the Transfer Agent may request or
requires to properly discharge its duties. Such documents may include but are
not limited to the following:
(a) Resolutions of the Board authorizing the appointment of the
Transfer Agent to provide certain transfer agency services to
the Fund and approving this Agreement;
(b) The Fund's Charter Document;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission
("SEC");
(e) The Fund's registration statement including exhibits, as
amended, on Form N-1A (the "Registration Statement") under the
1933 Act and the 1940 Act, as filed with the SEC;
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(f) Copies of the Investment Advisory Agreement between the Fund
and its investment adviser (the "Advisory Agreement");
(g) Opinions of counsel and auditors' reports;
(h) The Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all Investment Funds and all
amendments and supplements thereto (such Prospectus(es) and
Statement(s) of Additional Information and supplements
thereto, as presently in effect and as from time to time
hereafter amended and supplemented, herein called the
"Prospectuses"); and
(i) Such other agreements as the Fund may enter into from time to
time including securities lending agreements, futures and
commodities account agreements, brokerage agreements, and
options agreements.
4. SERVICES PROVIDED BY THE TRANSFER AGENT.
(a) The Transfer Agent will provide the following services
subject to the control, direction and supervision of the Board and in compliance
with the objectives, policies and limitations set forth in the Fund's
Registration Statement, Charter Document and By-Laws; applicable laws and
regulations; and all resolutions and policies implemented by the Board;
(i) Transfer Agency. A detailed description of the
above service is contained in Schedule C to this Agreement.
(ii) Dividend Disbursing. The Transfer Agent will
serve as the Fund's dividend disbursing agent. The Transfer Agent will prepare
and mail checks, place wire transfers of credit income and capital gain payments
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to shareholders. The Fund will advise the Transfer Agent of the declaration of
any dividend or distribution and the record and payable date thereof at least
five (5) days prior to the record date. The Transfer Agent will, on or before
the payment date of any such dividend or distribution, notify the Fund's
Custodian of the estimated amount required to pay any portion of such dividend
or distribution payable in cash, and on or before the payment date of such
distribution, the Fund will instruct its Custodian to make available to the
Transfer Agent sufficient funds for the cash amount to be paid out. If a
shareholder is entitled to receive additional shares by virtue of any such
distribution or dividend, appropriate credits will be made to each shareholder's
account and/or certificates delivered where requested. A shareholder not
electing issuance of certificates will receive a confirmation from the Transfer
Agent indicating the number of shares credited to his/her account.
(b) The Transfer Agent will also:
(i) provide office facilities with respect to the
provision of the services contemplated herein (which
may be in the offices of the Transfer Agent or a
corporate affiliate of the Transfer Agent);
(ii) provide the services of individuals to serve as
officers of the Fund who will be designated by the
Transfer Agent and elected by the Board subject to
reasonable Board approval;
(iii) provide or otherwise obtain personnel sufficient in
the Transfer Agent's sole discretion, for provision
of the services contemplated herein;
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(iv) furnish equipment and other materials, which the
Transfer Agent, in its sole discretion, believes are
necessary or desirable for provision of the services
contemplated herein; and
(v) keep records relating to the services provided
hereunder in such form and manner as set forth in
Schedule C, and as the Transfer Agent may otherwise
deem appropriate or advisable, all in accordance with
the 1940 Act. To the extent required by Section 31 of
the 1940 Act and the rules thereunder, the Transfer
Agent agrees that all such records prepared or
maintained by the Transfer Agent relating to the
services provided hereunder are the property of the
Fund and will be preserved for the periods prescribed
under Rule 31a-2 under the 1940 Act, maintained at
the Fund's expense, and made available in accordance
with such Section and rules. The Transfer Agent
further agrees to surrender promptly to the Fund upon
its request and cease to retain in its records and
files those records and documents created and
maintained by the Transfer Agent pursuant to this
Agreement.
5. FEES; EXPENSES; EXPENSE REIMBURSEMENT.
(a) As compensation for the services rendered to the Fund
pursuant to this Agreement, the Fund shall pay the Transfer Agent monthly fees
determined as set forth in Schedule A to this Agreement. Such fees are to be
billed monthly and shall be due and payable upon receipt of the invoice. Upon
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any termination of this Agreement before the end of any month, the fee for the
part of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be payable
upon the date of termination of this Agreement.
(b) For the purpose of determining fees calculated as a
function of the Fund's assets, the value of the Fund's assets and net assets
shall be computed as required by its Prospectuses, generally accepted accounting
principles and resolutions of the Board.
(c) The Transfer Agent will from time to time employ or
associate with such person or persons as may be appropriate to assist the
Transfer Agent in the performance of this Agreement. Such person or persons may
be officers and employees who are employed or designated as officers by both the
Transfer Agent and the Fund. The compensation of such person or persons for such
employment shall be paid by the Transfer Agent and no obligation will be
incurred by or on behalf of the Fund in such respect.
(d) The Transfer Agent will bear all of its own expenses in
connection with the performance of the services under this Agreement except as
otherwise expressly provided herein. The Fund agrees to promptly reimburse the
Transfer Agent for any equipment and supplies specially ordered by or for the
Fund through the Transfer Agent and for any other expenses not contemplated by
this Agreement that the Transfer Agent may incur on the Fund's behalf at the
Fund's request or as consented to by the Fund. Such other expenses to be
incurred in the operation of the Fund and to be borne by the Fund, include, but
are not limited to: taxes; interest; brokerage fees and commissions; salaries
and fees of officers and directors who are not officers, directors, shareholders
or employees of the Service Agent, or the Fund's investment adviser or
distributor; SEC and state Blue Sky registration and qualification fees, levies,
fines and other charges; advisory and administration fees; charges and expenses
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of custodians; insurance premiums including fidelity bond premiums; auditing and
legal expenses; costs of maintenance of corporate existence; expenses of
typesetting and printing of prospectuses for regulatory purposes and for
distribution to current shareholders of the Fund (the Fund's distributor to bear
the expense of all other printing, production, and distribution of prospectuses,
statements of additional information, and marketing materials); expenses of
printing and production costs of shareholders' reports and proxy statements and
materials; cost, and expenses of Fund stationery and forms; costs and expenses
of special telephone and data lines and devices, costs associated with
corporate, shareholder, and Board meetings; and any extraordinary expenses and
other customary Fund expenses. In addition, the Service Agent may utilize one or
more independent pricing services, approved from time to time by the Board, to
obtain securities prices and to act as backup to the primary pricing services,
in connection with determining the net asset values of the Fund, and the Fund
will reimburse the Service Agent for the Fund's share of the cost of such
services based upon the actual usage, or a pro-rata estimate of the use, of the
services for the benefit of the Fund.
(e) The Fund may request additional services, additional
processing, or special reports. Such requests may be provided by the Transfer
Agent at additional charges. In this event, the Fund shall submit such requests
in writing together with such specifications as may be reasonably required by
the Transfer Agent, and the Transfer Agent shall respond to such requests in the
form of a price quotation. The Fund's written acceptance of the quotation must
be received prior to implementation of such request. Additional services will be
charged at the Transfer Agent's standard rates.
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(f) All fees, out-of-pocket expenses, or additional charges of
the Transfer Agent shall be billed on a monthly basis and shall be due and
payable upon receipt of the invoice.
The Transfer Agent will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for such
month. Charges remaining unpaid after thirty (30) days shall bear interest in
finance charges equivalent to, in the aggregate, the Prime Rate (as determined
by U.S. Trust Company of New York) plus two (2) points per year and all costs
and expenses of effecting collection of any such sums, including reasonable
attorneys' fees, shall be paid by the Fund to the Transfer Agent.
In the event that the Fund is more than sixty (60) days delinquent in
its payments of monthly xxxxxxxx in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by the Fund),
this Agreement may be terminated upon thirty days' written notice to the Fund by
the Transfer Agent. The Fund must notify the Transfer Agent in writing of any
contested amounts within thirty (30) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are being
investigated.
6. PROPRIETARY AND CONFIDENTIAL INFORMATION. The Transfer Agent agrees
on behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of the Transfer Agent's
responsibilities and duties hereunder. The Transfer Agent may seek a waiver of
such confidentiality provisions by furnishing reasonable prior notice to the
Fund and obtaining approval in writing from the Fund, which approval shall not
be unreasonably withheld and may not be withheld where the Transfer Agent may be
exposed to civil or criminal contempt proceedings for failure to comply, when
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requested to divulge such information by duly constituted authorities. Waivers
of confidentiality are automatically effective without further action by the
Transfer Agent with respect to Internal Revenue Service levies, subpoenas and
other similar actions, or with respect to any request by the Fund.
7. DUTIES, RESPONSIBILITIES, AND LIMITATION OF LIABILITY.
(a) In the performance of its duties hereunder, the Transfer
Agent shall be obligated to exercise due care and diligence, and to act in good
faith in performing the services provided for under this Agreement. In
performing its services hereunder, the Transfer Agent shall be entitled to rely
on any oral or written instructions, notices or other communications from the
Fund and its custodians, officers and directors, investors, agents and other
service providers which the Transfer Agent reasonably believes to be genuine,
valid and authorized. The Transfer Agent shall also be entitled to consult with
and rely on the advice and opinions of outside legal counsel retained by the
Fund, as necessary or appropriate.
(b) The Transfer Agent shall not be liable for any error of
judgment or mistake of law or for any loss or expense suffered by the Fund, in
connection with the matters to which this Agreement relates, except for a loss
or expense solely caused by or resulting from willful misfeasance, bad faith or
gross negligence of the Transfer Agent's part in the performance of its duties
or from reckless disregard by the Transfer Agent of its obligations and duties
under this Agreement. The Transfer Agent's liability under this Agreement for
any cause whatsoever shall be limited to the total amount of fees paid to the
Transfer Agent under this Agreement for the prior year. Any person, even though
also an officer, director, partner, employee or agent of the Transfer Agent, who
may be or become an officer, director, partner, employee, or agent of the Fund,
shall be deemed when rendering services to the Fund or acting on any business of
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the Fund (other than services or business in connection with the Transfer
Agent's duties hereunder) to be rendering such services to or acting solely for
the Fund and not as an officer, director, partner, employee or agent or person
under the control or direction of the Transfer Agent even though paid by the
Transfer Agent.
(c) Subject to Paragraph 7(b) above, the Transfer Agent shall
not be responsible for, and the Fund shall indemnify and hold the Transfer Agent
harmless from and against, any and all losses, damages, costs, reasonable
attorneys' fees and expenses, payments, expenses and liabilities arising out of
or attributable to:
(i) all actions of the Transfer Agent or its officers or
agents required to be taken pursuant to this
Agreement;
(ii) the reliance on or use by the Transfer Agent or its
officers or agents of information, records, or
documents which are received by the Transfer Agent or
its officers or agents and furnished to it or them by
or on behalf of the Fund, and which have been
prepared or maintained by the Fund or any third party
on behalf of the Fund;
(iii) the Fund's refusal or failure to comply with the
terms of this Agreement or the Fund's lack of good
faith, or its actions, or lack thereof, involving
negligence or willful misfeasance;
(iv) the breach of any representation or warranty of the
Fund hereunder;
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(v) the taping or other form of recording of telephone
conversations or other forms of electronic
communications with investors and shareholders, or
reliance by the Transfer Agent on telephone or other
electronic instructions of any person acting on
behalf of a shareholder or shareholder account for
which telephone or other electronic services have
been authorized;
(vi) the reliance on or the carrying out by the Transfer
Agent or its officers or agents of any proper
instructions reasonably believed to be duly
authorized, or requests of the Fund or recognition by
the Transfer Agent of any share certificates which
are reasonably believed to bear the proper signatures
of the officers of the Fund and the proper
countersignature of any transfer agent or registrar
of the Fund;
(vii) any delays, inaccuracies, errors in or omissions from
data provided to the Transfer Agent by data and
pricing services;
(viii) the offer or sale of shares by the Fund in violation
of any requirement under the Federal securities laws
or regulations or the Securities laws or regulations
of any state, or in violation of any stop order or
other determination or ruling by any Federal agency
or any state agency with respect to the offer or sale
of such shares in such state resulting from
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activities, actions, or omissions by the Fund's
distributor or existing or arising out of activities,
actions or omissions by or on behalf of the Fund
prior to the effective date of this Agreement; and
(ix) the compliance by the Fund, its investment adviser,
and its distributor with applicable securities, tax,
commodities and other laws, rules and regulations.
8. TERM. This Agreement shall become effective on the date first
herein above written. This Agreement may be modified or amended from time to
time by mutual agreement between the parties hereto. This Agreement shall
continue in effect unless terminated by either party on forty-five (45) days'
prior notice. Upon termination of this Agreement, the Fund shall pay to the
Transfer Agent such compensation and any reimbursable expenses as may be due
under the terms hereof as of the date of termination or the date that the
provision of services ceases, whichever is later.
9. HIRING OF EMPLOYEES. The Fund and the Transfer Agent agree that
they will not enter into discussions of employment or make offers of employment
to each others' employees without written approval from the other.
10. NOTICES. Any notice required or permitted hereunder shall be in
writing and shall be deemed to have been given when delivered in person or by
certified mail, return receipt requested, to the parties at the following
address (or such other address as a party may specify by notice to the other):
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If to the Fund:
Excelsior Funds
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attn: Assistant Treasurer
Fax: (000) 000-0000
With a copy to:
Drinker Xxxxxx & Xxxxx LLP
0000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attn: W. Xxxxx XxXxxxxx, III
Fax: (000) 000-0000
If to the Transfer Agent:
Chase Global Funds Services Company
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attn: President
Fax: (000) 000-0000
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.
11. ASSIGNABILITY. This Agreement shall not be assigned by any of the
parties hereto without the prior consent in writing of the other party;
provided, however, that the Transfer Agent may in its own discretion and without
limitation or prior consent of the Fund, whenever and on such terms and
conditions as the Transfer Agent deems necessary or appropriate, subcontract,
delegate or assign its rights, duties, obligations and liabilities to
subsidiaries or affiliates of the Transfer Agent; provided, further, that any
such subcontract, agreement or understanding shall not discharge the Transfer
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Agent or its affiliates or subsidiaries, as the case may be, from its
obligations hereunder. Similarly, the Transfer Agent or its affiliated
subcontractor, designee, or assignee may at its discretion, without notice to
the Fund, enter into such subcontracts, agreements and understandings, whenever
and on such terms and conditions as the Transfer Agent or they deem necessary or
appropriate to perform services hereunder, with non-affiliated third parties;
provided, that such subcontract, agreement or understanding shall not discharge
the Transfer Agent, or its subcontractor, designee, or assignee, as the case may
be, from the Transfer Agent's obligations hereunder. The Transfer Agent or its
affiliated subcontractor, designee, or assignee shall, however, be discharged
from the Transfer Agent's obligations hereunder, if the Fund or its sponsor,
investment adviser or distributor require the Transfer Agent or its affiliated
subcontract, designee, or assignee to enter into any subcontract, agreement or
understanding to perform services hereunder with any nonaffiliated third party;
and the Fund shall indemnify and hold harmless the Transfer Agent and its
affiliated subcontractor, designee, or assignee from and against, any and all
losses, damages, costs, reasonable attorneys' fees and expenses, payments,
expenses and liabilities arising out of or attributable to such subcontract,
agreement or understanding.
12. WAIVER. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
13. FORCE MAJEURE. The Transfer Agent shall not be responsible or
liable for any failure or delay in performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its control, including without limitation, acts of God, earthquakes,
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fires, floods, wars, acts of civil or military authorities, or governmental
actions, nor shall say such failure or delay give the Fund the right to
terminate this Agreement.
14. USE OF NAME. The Fund and the Transfer Agent agree not to use the
other's name nor the names of such other's affiliates, designees, or assignees
in any prospectus, sales literature, or other printed material written in a
manner not previously, expressly approved in writing by the other or such
other's affiliates, designees, or assignees except where required by the SEC or
any state agency responsible for securities regulation.
15. AMENDMENTS. This Agreement may be modified or amended from time to
time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
16. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
17. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below as of the date first
written above.
EXCELSIOR FUNDS
/s/ Xxxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxxx X. Xxxxxx
President and Treasurer
CHASE GLOBAL FUNDS SERVICES COMPANY
/s/ Xxxxxx X. Xxxxx
-----------------------
Name: Xxxxxx X. Xxxxx
Title: Vice Chairman
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AMENDED AND RESTATED MUTUAL FUNDS
TRANSFER AGENCY AGREEMENT
EXCELSIOR FUNDS
SCHEDULE A
FEES AND EXPENSES
$18,000 per annum/per Fund.
AMENDED AND RESTATED MUTUAL FUNDS
TRANSFER AGENCY AGREEMENT
EXCELSIOR FUNDS
SCHEDULE B
LISTING OF INVESTMENT FUNDS SUBJECT TO THIS AGREEMENT
Institutional Money Fund
AMENDED AND RESTATED MUTUAL FUNDS
TRANSFER AGENCY AGREEMENT
EXCELSIOR FUNDS
SCHEDULE C
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency
services the Transfer Agent shall provide to the Fund.
A. Shareholder Recordkeeping. Maintain records showing for each Fund
shareholder the following: (i) name, address and tax identifying number; (ii)
number of shares of each Investment Fund; (iii) historical information
including, but not limited to, dividends paid and date and price of all
transactions including individual purchases and redemptions; and (iv) any
dividend reinvestment order, application, dividend address and correspondence
relating to the current maintenance of the account.
B. Shareholder Issuance. Record the issuance of shares of each Investment
Fund. Except as specifically agreed in writing between the Transfer Agent and
the Fund, the Transfer Agent shall have no obligation when countersigning and
issuing and/or crediting shares to take cognizance of any other laws relating to
the issue and sale of such shares except insofar is policies and procedures of
the Stock Transfer Association recognize such laws.
C. Purchase Orders. Process all orders for the purchase of shares of the Fund
in accordance with the Fund's current registration statement. Upon receipt of
any check or other payment for purchase of shares of the Fund from an investor,
the Transfer Agent will (i) stamp the envelope with the date of receipt; (ii)
forthwith process the same for collection, (iii) determine the amounts thereof
due the Fund, and notify the Fund of such determination and deposit, such
notification to be given on a daily basis of the total amounts determined and
deposited to the Fund's custodian bank account during such day. The Transfer
Agent shall then credit the share account of the investor with the number of
Investment Fund shares to be purchased made on the date such payment is received
by the Transfer Agent, as set forth in the Fund's current prospectus and shall
promptly mail a confirmation of said purchase to the investor, all subject to
any instructions which the Fund may give to the Transfer Agent with respect to
the timing or manner of acceptance of orders for shares relating to payments so
received by it.
D. Redemption Orders. Receive and stamp with the date of receipt all requests
for redemptions or repurchase of shares held in certificate or non-certificate
form, and process redemptions and repurchase requests as follows: (i) if such
certificate or redemption request complies with the applicable standards
approved by the Fund, the Transfer Agent shall on each business day notify the
Fund of the total number of shares presented and covered by such requests
received by the Transfer Agent on such day; (ii) on or prior to the seventh
calendar day succeeding any such requests received by the Transfer Agent shall
notify the Custodian, subject to instructions from the Fund, to transfer moneys
to such account as designated by the Transfer Agent for such payment to the
redeeming shareholder of the applicable redemption or repurchase price; (iii) if
any such certificate or request for redemption or repurchase does not comply
with applicable standards, the Transfer Agent shall promptly notify the investor
of such fact, together with the reason therefor, and shall effect such
redemption at the Fund's price next determined after receipt of documents
complying with said standards of, at such other time as the Fund shall so
direct.
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E. Telephone Orders. Process redemptions, exchanges and transfers of Fund
shares upon telephone instructions from qualified shareholders in accordance
with the procedures set forth in the Fund's current prospectus. The Transfer
Agent shall be permitted to redeem, exchange and/or transfer Fund shares from
any account for which such services have been authorized.
F. Transfer for Shares. Upon receipt by the Transfer Agent of documentation in
proper form to effect a transfer of shares, including in the case of shares for
which certificates have been issued the share certificates in proper form for
transfer, the Transfer Agent will register such transfer on the Fund's
shareholder record maintained by the Transfer Agent pursuant to instructions
received from the transferor, cancel the certificates representing such shares,
if any, and if so requested, countersign, register, issue and mail by first
class mail new certificates for the same or a smaller whole number of shares.
G. Shareholder Communications and Meeting. Address and mail all
communications by the Fund to its shareholders promptly following the delivery
by the Fund of the material to be mailed. Prepare shareholder lists, mail and
certify as to the mailing of proxy materials, receive the tabulated proxy cards,
render periodic reports to the Fund on the progress of such tabulation, and
provide the Fund with inspectors of election at any meeting of shareholders.
H. Share Certificates. If a shareholder of the Fund requests a certificate
representing his shares, the Transfer Agent will countersign and mail by first
class mail with receipt confirmed, a share certificate to the investor at
his/her address as it appears on the Fund's transfer books. The Transfer Agent
shall supply, at the expense of the Fund, a supply of blank share certificates.
The certificates shall be properly signed, manually or by facsimile, as
authorized by the Fund, and shall bear the Fund's seal or facsimile; and
notwithstanding the death, resignation or removal of any officers of the Fund
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authorized to sign certificates, the Transfer Agent may, until otherwise
directed by the Fund, continue to countersign certificates which bear the manual
or facsimile signature of such officer.
I. 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 take such
steps, including redepositing the check for collection or returning the check to
the investor, as the Transfer Agent may, at its discretion, deem appropriate and
notify the Fund of such action, or as the Fund may instruct.
J.Shareholder Correspondence. Acknowledge all correspondence from shareholders
relating to their share accounts and undertake such other shareholder
correspondence as may from time to time be mutually agreed upon.
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