TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of this 22nd day of July, 1992, by
and between TAX-FREE FUND FOR UTAH, an unincorporated business
trust organized under the laws of Massachusetts (the "Fund"), and
ADMINISTRATIVE DATA MANAGEMENT CORP., a corporation organized and
existing under the laws of the State of New York ("ADM").
R E C I T A L S
WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of
1940, as amended (the "1940 Act") currently offering one class of
shares (the "Shares"); and
WHEREAS, the Fund desires to retain ADM to serve as the
Fund's transfer agent, registrar and dividend disbursing agent,
and ADM 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 ADM to serve as
transfer agent, registrar and dividend disbursing agent for the
Fund, for the period and on the terms set forth in this
Agreement. ADM accepts such appointment and agrees to furnish
the services herein set forth in return for the compensation as
provided for in Paragraph 15 of this Agreement.
2. Delivery of Documents. (a) The Fund has furnished ADM
with copies properly certified or authenticated of each of the
following:
(i) Resolutions of the Fund's Board of Trustees
authorizing the execution of this Agreement;
(ii) Appendix B identifying and containing the
signatures of the Fund's officers and other persons authorized to
sign Written Instructions and give Oral Instructions, each as
hereinafter defined, on behalf of the Fund;
(iii) The Fund's Declaration of Trust filed with the
Secretary of State of the Commonwealth of Massachusetts and all
amendments thereto (such Declaration of Trust, as presently in
effect and as it shall from time to time be amended, is herein
called the "Declaration");
(iv) The Fund's By-Laws and all amendments thereto
(such By-Laws, as presently in effect and as they shall from time
to time be amended, are herein called the "By-Laws");
(v) The Fund's Registration Statement on Form N-1A
under the Securities Act of 1933, as amended (the "1933 Act") and
under the 1940 Act as filed with the Securities and Exchange
Commission ("SEC") and all amendments thereto;
(vi) The Fund's most recent prospectus and statement
of additional information (such prospectus and statement of
additional information, as from time to time in effect and all
amendments and supplements thereto are herein called the
"Prospectus").
(b) ADM has furnished the Fund with copies properly
certified or authenticated its Registration Statement on Form TA-
1 under the Securities Exchange Act of 1934, as amended and all
annual or other public reports filed with the SEC as may be
requested by the Fund.
(c) Each party from time to time will furnish the
other with copies, properly certified or authenticated, of all
amendments or supplements to the foregoing, if any. Neither
party is obligated hereby to provide the other with otherwise
confidential information.
3. Definitions.
(a) "Authorized Person". As used in this Agreement,
the term "Authorized Person" means the Fund's officers and other
persons duly authorized by the Board of Trustees of the Fund to
give Oral and Written Instructions on behalf of the Fund and
listed on the Certificate annexed hereto as Appendix B or any
amendment thereto as may be received by ADM from time to time.
(b) "Oral Instructions". As used in this Agreement,
the term "Oral Instructions" means verbal instructions actually
received by ADM from an Authorized Person or from a person
reasonably believed by ADM to be an Authorized Person. The Fund
agrees to deliver to ADM Written Instructions confirming Oral
Instructions.
(c) "Written Instructions". As used in this
Agreement, the term "Written Instructions" means written
instructions delivered by mail, telegram, cable, telex or
facsimile sending device, and received by ADM and signed by an
Authorized Person or reasonably believed by ADM to have been
signed by or authorized by an Authorized Person unless otherwise
required by a resolution of the Board of Trustees furnished to
ADM pursuant to Section 2(a) hereof.
4. Instructions Consistent with Declaration, etc.
(a) Unless otherwise provided in this Agreement, ADM
shall act only upon Oral or Written Instructions. Although ADM
may take cognizance of the provisions of the Declaration and By-
Laws of the Fund, the Fund's Prospectus and the laws, rules and
regulations applicable to the Fund, ADM may assume that any Oral
or Written Instructions received hereunder are not in any way
inconsistent with any provisions of such Declaration or By-Laws,
the Fund's Prospectus or with any laws, rules or regulations
applicable to the Fund or any vote, resolution or proceeding of
the Shareholders, or of the Board of Trustees, or of any
committee thereof.
(b) ADM shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by
ADM pursuant to this Agreement and shall have no liability for
any action which it takes or omits in accordance with such Oral
Instructions or Written Instructions, whether received from
personnel of the Fund, its investment adviser, its administrator,
or otherwise. The Fund agrees to forward to ADM Written
Instructions confirming Oral Instructions in such manner that the
Written Instructions are received by ADM, whether by hand
delivery, telex, facsimile sending device or otherwise, as
promptly as practicable after Oral Instructions are given to ADM.
The Fund agrees that the fact that such confirming Written
Instructions are not received by ADM shall in no way affect the
validity of the actions or transactions or enforceability of the
actions or transactions authorized by the Fund by giving Oral
Instructions.
5. Transactions Not Requiring Instructions.
(a) In the absence of contrary Written Instructions,
ADM is authorized to take and to the extent set forth in the
Activities List shall take the following actions:
(i) issuance, transfer and redemption of Shares;
(ii) opening, maintenance, servicing and closing
of accounts of Shareholders or prospective Shareholders;
(iii) acting as agent of the Fund, in connection
with plan accounts, upon the terms and subject to the conditions
contained in the application relating to the plan account in
question;
(iv) causing the reinvestment in Shareholders'
accounts of dividends and distributions declared upon shares;
(v) transferring the investment of an investor
into, or from, the shares of other open-end investment companies,
if and to the extent permitted by the Prospectus;
(vi) processing redemptions;
(vii) examining and approving legal transfers;
(viii) furnishing to Shareholders confirmations of
transactions relating to their Shares;
(ix) preparing and mailing to the Internal Revenue
Service and all payees all information returns and payee
statements required under the Internal Revenue Code in respect to
the Fund's dividends and distributions and taking all other
necessary actions in connection with the dividend and other
withholding requirements of that Code;
(x) mailing to Shareholders annual and semi-annual
reports prepared by or on behalf of the Fund, and mailing new
Prospectuses upon their issue to shareholders.
(xi) preparation and sending such other
information from the Fund records held by ADM as may be
reasonably requested by the Fund;
(xii) preparation and sending to the Fund such
affidavits of mailing and certifications as are reasonably
requested by an officer of the Fund;
(xiii) transferring stock certificates
representing shares for other stock certificates representing
such shares;
(xiv) replacing allegedly lost, stolen or
destroyed stock certificates with or without surety bonds; and
(xv) maintaining such books and records relating
to transactions effected by ADM as are required by the 1940 Act,
or by any other applicable provisions of law, to be maintained by
the Fund or its transfer agent with respect to such transactions,
and preserving, or causing to be preserved, any such books and
records for such periods as may be required by any such law, rule
or regulation.
(b) ADM agrees to act as Proxy Agent in connection
with the holding of annual or special meetings of Shareholders,
mailing to Shareholders notices, proxies and proxy statements in
connection with the holding of such meetings, receiving and
tabulating votes cast by proxy and communicating to the Fund the
results of such tabulation accompanied by appropriate
certificates, and preparing and furnishing to the Fund certified
lists of Shareholders as of such date, and in such form and
containing such information as may be required by the Fund to
comply with any applicable provisions of law or its Declaration
and/or By-Laws relating to such meetings. ADM shall be
reimbursed for out-of-pocket expenses in performing such
services, such as the costs of forms, envelopes and postage. ADM
at its cost with the consent of the Fund may employ another firm
to perform all or some of the functions required by this
subsection. The Fund shall pay such additional charges as the
parties may agree upon for the services of the Transfer Agent in
connection with special meetings of shareholders of the Fund in
excess of one such meeting held in any fiscal year of the Fund.
(c) ADM shall furnish to the Fund such information and
at such intervals as the Fund may reasonably request for the Fund
to comply with the normal registration and/or the normal
reporting requirements of the SEC, Blue Sky authorities or other
regulatory agencies. All such information shall be materially
correct and complete based upon information supplied to ADM.
(d) ADM shall, in addition to the services herein
itemized, if so requested by the Fund and for such additional
fees as the Fund and ADM may from time to time agree, perform and
do all other acts and services that are customarily performed and
done by transfer agents, dividend disbursing agents and
shareholder servicing agents of open-end mutual funds such as the
Fund, provided that normally occurring improvements in the
services of such agents will be provided without initial capital
cost to the Fund and at service fees which are competitive with
those prevailing in the industry.
(e) The parties hereto agree that without prejudice
to any other provisions of this Agreement, the functions of ADM
and the Fund under this Agreement will be substantially performed
in accordance with the Activities List set out in Appendix A to
this Agreement. Such activities List as amended from time to
time is an integral part of this Agreement. In the event that
the provisions of this Agreement are in conflict with or are
inconsistent with those set forth in such Activity List the
provisions of the Activities List shall govern.
(f) ADM agrees to provide to the Fund upon request
such information as may reasonably be required to enable the Fund
to reconcile the number of outstanding shares of the Fund between
ADM's records and the account books of the Fund.
6. Authorized Shares. The Fund hereby represents that the
Declaration authorizes the Board of Trustees to issue an
unlimited number of shares.
7. Dividends and Distributions. The Fund shall furnish
ADM with the amount of each daily dividend and with appropriate
evidence of action by the Fund's Board of Trustees authorizing
the daily declaration of dividends and distributions in respect
of Shares as described in the then current Prospectus. Upon
declaration of each dividend other than daily dividends, each
capital gain distribution or other distribution by the Board of
Trustees of the Fund, the Fund shall promptly notify ADM of the
date of such declaration, the amount payable per share, the
record date for determining the shareholders entitled to payment,
the payment date, and the reinvestment date and price which is to
be used to purchase shares for reinvestment, all sufficiently in
advance to permit ADM to process properly such dividend or
capital gain distribution or other distribution in a timely and
orderly manner.
Sufficiently in advance of each payment date to permit ADM
to have federal funds available to it for the payment thereof,
the Fund will transfer, or cause the Custodian to transfer, to
ADM in its capacity as dividend disbursing agent, at First
Financial Savings Bank, S.L.A. or at such bank or other financial
institution as ADM with the consent of the Fund shall select,
which may but need not be an affiliate of ADM, the total amount
of the dividend or distribution currently payable. After
deducting any amount reasonably believed by ADM to be required to
be withheld by any applicable tax laws, rules and regulations or
other applicable laws, rules and regulations, based upon
information available to it, ADM shall, as agent for each
Shareholder and in accordance with the provisions of the Fund's
Declaration and then current Prospectus, invest dividends in
Shares in the manner described in the Prospectus or pay them in
cash.
ADM shall prepare, file with the Internal Revenue Service,
and address and mail to shareholders such returns and information
relating to dividends and distributions paid by the Fund as are
required to be so prepared, filed and mailed by applicable laws,
rules and regulations, or such substitute form of notice as may
from time to time be permitted or required by the Internal
Revenue Service. The Fund shall promptly provide ADM with the
information necessary to prepare such returns and information,
all sufficiently in advance to permit ADM to prepare properly and
mail such returns and information in a timely and orderly manner.
On behalf of the Fund, ADM shall pay on a timely basis to the
appropriate Federal authorities any taxes withheld on dividends
and distributions paid by the Fund.
8. Notification of ADM: The Fund shall promptly notify
ADM of the closing net asset value per share and the offering
price per share each day there are any transaction in shares of
the Fund, but in any event not later than sixty (60) minutes
after the closing of the New York Stock Exchange (if the Fund is
not a money market Fund) or before 1:00 p.m. New York Time (if
the Fund is a money market Fund.) In the event ADM is not so
notified, it may assume that the price is unchanged from the
prior price.
9. Communications with Shareholders.
(a) Communications to Shareholders. The Fund shall
prepare, print and provide ADM with sufficient quantities of all
communications by the Fund to its shareholders all sufficiently
in advance to permit ADM to properly address and mail in a timely
and orderly manner all communications by the Fund to its
Shareholders, including reports to Shareholders, dividend and
distribution notices and proxy material for its meetings of
Shareholders. ADM agrees to mail all such material to
shareholders of the Fund in a timely manner. ADM or a firm
employed by ADM will at ADM'S cost and expense receive and
tabulate the proxy cards for the meetings of the Fund's
Shareholders.
(b) Correspondence. ADM will answer such
correspondence from Shareholders, securities brokers and others
relating to its duties hereunder and such other correspondence as
may from time to time be mutually agreed upon between ADM and the
Fund.
10. Records. ADM shall keep the records described on the
Activities List, including but not limited to the following:
(a) accounts for each Shareholder showing the
following information:
(i) name, address and United States Tax
Identification or Social Security number;
(ii) number of Shares held and number of Shares
for which certificates, if any, have been issued, including
certificate numbers and denominations;
(iii) historical information regarding the account
of each Shareholder, including dividends and distributions paid
and the date and the price, if applicable, for all transactions
in a Shareholder's account;
(iv) any stop or restraining order placed against
a Shareholder's account;
(v) any correspondence relating to the current
maintenance of a Shareholder's account;
(vi) information with respect to withholdings in
the case of a foreign account; and
(vii) information with respect to withholding in
the case of an account subject to backup withholding;
(ix) any information required in order for ADM to
perform any calculations contemplated or required by this
Agreement.
(b) If agreed between the Fund and ADM, subaccounts
may be maintained for each Shareholder requesting such services
in connection with shares held by such Shareholder for separate
accounts containing the same information for each subaccount as
required by subparagraph (a) above.
The books and records pertaining to the Fund which
are in the possession of ADM shall be the property of the Fund.
Such books and records shall be prepared and maintained as
required by the 1940 Act and other applicable securities laws and
rules and regulations in effect from time to time. ADM will, if
so requested by the counsel to the Fund, modify the manner in
which such books and records are prepared and maintained so as to
comply with the reasonable opinion of such counsel as to such
laws and rules. The Fund, or the Fund's authorized
representatives, shall have access to such books and records at
all times during ADM's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and
records shall be provided by ADM to the Fund or the Fund's
authorized representative at the Fund's expense.
11. Reports and Other Information.
Upon reasonable request of the Fund, provided that the
cost or effort required therefor are, singly or in the aggregate,
not unduly burdensome or expensive to it, ADM will promptly
transmit to the Fund, at no additional cost to the Fund, (a)
documents and information in the possession of ADM and not
otherwise available necessary to enable it and its affiliates to
comply with the requirements of the Internal Revenue Service, the
SEC, the National Association of Securities Dealers, Inc., state
blue sky authorities, and any other regulatory bodies having
jurisdiction; (b) documents and information in the possession of
ADM necessary to enable the Fund to conduct annual and special
meetings of its shareholder; and (c) such other information,
including shareholder lists and statistical information
concerning accounts as may be agreed upon from time to time
between the Fund and ADM.
12. Cooperation with Accountants. ADM shall cooperate with
the Fund's independent public accountants and shall take all
reasonable action in the performance of its obligations under
this Agreement to assure that the necessary information is made
available on a timely basis to such accountants for the
expression of their unqualified opinion, including but not
limited to the opinion included in the Fund's annual report to
Shareholders and on Form N-SAR, or similar form.
13. Confidentiality. ADM agrees on behalf of itself and
its employees to treat confidentially all confidential records
and other confidential information relative to the Fund and its
prior, present or potential shareholders and relative to the
Fund's Distributor and its prior, present or potential customers.
ADM will under normal circumstances not divulge any such
confidential records or information to anyone other than the
shareholder, dealer, Fund or other person, firm, corporation or
other entity which ADM reasonably believes is entitled to such
records or information except, after prior notification to and
approval in writing by the Fund, which approval shall not be
unreasonably withheld and may not be withheld where ADM may be
exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.
ADM shall not be considered to have breached this provision
if it, in good faith, has provided information or documents to an
individual, firm, corporation or other entity (governmental or
otherwise) which it reasonably believes is entitled to such
information or documents; provided that it shall, with respect to
any non-routine governmental investigation or inquiry, first
provide notice thereof to the Fund.
14. Equipment Failures. ADM shall maintain adequate and
reliable computer and other equipment necessary or appropriate to
carry out its obligations under this Agreement. In the event of
computer or other equipment failures at its own facilities beyond
ADM's reasonable control, ADM shall, at its expense, take
reasonable steps to minimize service interruptions. The
foregoing obligation of ADM shall not extend to computer
terminals owned or maintained by others, located outside of
premises maintained by ADM. ADM represents that it has presently
in effect backup and emergency systems described on Appendix C
hereto. ADM will maintain such arrangements or equivalent while
this Agreement is in force unless ADM notifies the Fund to the
contrary and establishes to the satisfaction of the Fund that
industry standards no longer require such arrangements.
15. Compensation. As compensation for the services
rendered by ADM during the term of this Agreement, ADM shall be
entitled to receive such reimbursement for out-of-pocket expenses
and such compensation is specified on Appendix D attached hereto
or as may from time to time be otherwise agreed on in writing
between the parties.
16. Responsibility of ADM. In the performance of its
duties hereunder, ADM shall be obligated to exercise care and
diligence and to act in good faith and to use its best efforts
within reasonable limits to insure the accuracy and completeness
of all services performed under this Agreement.
ADM and the affiliates and agents of ADM shall not be
responsible for or liable for any taxes, assessments, penalties,
fines or other governmental charges of whatever description which
may be levied or assessed on any basis whatsoever in connection
with withholding of amounts, verifying or providing taxpayer
identification numbers or otherwise under applicable tax laws and
preparing and filing of tax forms, excepting only for taxes
assessed on the basis of its compensation hereunder, provided
that ADM exercises the care and diligence required by this
Agreement, and in the case of its responsibilities for backup
withholding, verifying or providing taxpayer identification
numbers or otherwise, as to any shareholder from whom such
withholding is required, it withholds the necessary amount and
attempts with reasonable frequency, but no less often than once a
calendar quarter, to obtain the necessary information from the
shareholder until withholding is no longer required.
ADM and the affiliates and agents of ADM shall not be
responsible or liable for the actions, inactions, or any losses
or damages caused by any such actions or inactions of any agents,
brokers or others who are specifically selected by the Fund in
writing.
17. Release. ADM understands that the obligations of this
Agreement are not binding upon any Shareholder of the Fund
personally, but bind only the Fund's property; ADM represents
that it has notice of the provisions of the Fund's Declaration
disclaiming Shareholder liability for acts or obligations of the
Fund.
The Fund understands that the obligations of this
Agreement are not binding upon the parent corporation of ADM or
any affiliates or subsidiaries of ADM and that the Fund, its
Directors, Trustees, Officers, Shareholders and others shall look
only to the separate assets of ADM.
18. Right to Receive Advice. (a) Advice of Fund. If ADM
shall be in doubt as to any action to be taken or omitted by it,
it may request, and shall receive, from the Fund directions or
advice, including Oral or Written Instructions where appropriate.
(b) Advice of Counsel. If ADM shall be in doubt as to
any question of law involved in any action to be taken or omitted
by ADM, it may request advice without cost to itself from counsel
of its own choosing (who may be counsel for the Adviser, the Fund
or ADM, at the option of ADM).
(c) Conflicting Advice. In case of conflict between
directions, advice or Oral or Written Instructions received by
ADM pursuant to subparagraph (a) of this paragraph and advice
received by ADM pursuant to subparagraph (b) of this paragraph,
ADM shall be entitled to rely on and follow the advice received
pursuant to the latter provision alone.
(d) Protection of ADM. ADM shall be fully protected
in any action or inaction which it takes in reliance on the
provisions of the Fund's Prospectus, procedures established
between ADM and the Fund, or in reliance on any directions,
advice or Oral or Written Instructions received pursuant to
subparagraph (a) or (b) of this paragraph which ADM, after
receipt of any such directions, advice or Oral or Written
Instructions, in good faith believes to be consistent with such
directions, advice or Oral or Written Instructions, as the case
may be. However, nothing in this paragraph shall be construed as
imposing upon ADM any obligation (i) to seek such directions,
advice or Oral or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral or Written
Instructions when received, unless, under the terms of another
provision of this Agreement, the same is a condition to ADM's
properly taking or omitting to take such action.
19. Compliance with Governmental Rules and Regulations.
ADM shall have no responsibility for insuring that the
contents of each Prospectus of the Fund complies with all
applicable requirements of the 1933 Act, the 1940 Act, and any
laws, rules and regulations of governmental authorities having
jurisdiction, except that ADM shall cause a senior officer of
ADM, who shall be its General Counsel unless otherwise agreed
upon, or his designee to provide such information and represents
and warrants that all information so furnished by it for specific
use in any such Prospectus will be correct and complete in all
material respects.
20. Records From Others: ADM, its affiliates and agents
shall have no responsibility or liability for the accuracy or
completeness of any documents, records, or information maintained
or provided by or reasonably believed by ADM to have been
maintained or provided by any prior transfer agent, any
shareholder or dealer, or by the Fund or anyone on behalf of the
Fund and the Fund hereby specifically agrees that ADM, its
affiliates and agents may rely on and will be fully protected in
so relying on the completeness and accuracy of all such
documents, records and information; provided, that ADM will
inform the Fund of material errors coming to its attention in the
course of the performance of its duties hereunder.
ADM, its affiliates and agents may conclusively rely on, and
will be fully protected in relying on, the authenticity and
accuracy of any documents or communications, whether oral,
written or facsimile, it receives from the Fund or which ADM, its
affiliates or agents reasonably believes are from the Fund,
provided these are received from Authorized Persons in accordance
with this Agreement. This provision will apply to, among other
things, the daily public offering and net asset value prices for
Fund shares; instructions from the Fund concerning dividends and
other distributions; and other matters relating to the Fund and
its shareholders.
21. Responsibilities of the Fund: The Fund and the Agents
of the Fund hereby acknowledge and agree that ADM, its affiliates
and its agents are responsible only for those functions and
duties set forth in this Agreement and unless so set forth are
not responsible for any of the following which are to be handled
by the Fund:
(a) creating or maintaining any records on behalf of the
Fund or others required by any federal or state law, or
regulation or rule of any agency thereof or any self-
regulatory authority except (i) those relating to
shareholder account information set forth in Rule 31a-
1(b)(2)(iv) promulgated under the 1940 Act or
equivalent regulation applicable from time to time; and
(ii) such additional records as may reasonably be
requested from time to time by the Fund which are
customarily maintained by transfer agents to mutual
funds, and which ADM by use of its best efforts may
provide at minimal cost and inconvenience to it; with
respect to these records ADM agrees that they: (i) are
the property of the Fund; (ii) will be maintained by
ADM for the period prescribed in Rule 31a-2 or
equivalent regulation; (iii) will be made available,
upon request to the Fund and the SEC; and (iv) will be
surrendered promptly upon the request of the Fund;
(b) determining the legality of any sale, exchange,
issuance or redemption of any shares of the Fund;
(c) determining the legality of any communications, oral or
written, which is sent or provided by ADM, its
affiliates or its agents on behalf of the Fund;
(d) complying with any federal or state laws or the
regulations or rules of any agency thereof or of any
self-regulatory authority except those specifically
applicable to ADM as a transfer agent;
(e) filing any documents on behalf of the Fund or any one
else with any federal or state government or with any
agency thereof or of any self-regulatory authority
except ADM will file with the Internal Revenue Service
copies of 1099 Div, 1099R and 1099B Forms sent to
shareholders of the Fund and forms relating to
withholding and non-resident alien withholding;
(f) monitoring the activities of the Fund or any one else
or their compliance with applicable law, rules and
regulations or with the provisions of the Fund's
Prospectus, of Trust, By-Laws or other governing
instruments; or
(g) compliance of the Fund or others with applicable
federal and state laws, regulations and rules of any
agency thereof, or of any self-regulatory authority
pertaining to the registration of the Fund or of shares
of the Fund or the legality of their sale although ADM
will, in order to provide the Fund with assistance in
complying with normal Blue Sky requirements, upon the
reasonable request of the Fund provide the Fund with a
report generated from the information readily available
to ADM detailing the amount of shares of the Fund
purchased and redeemed and the states of residence of
the shareholders purchasing or redeeming such shares.
22. Information and Documents: (a) The Fund shall promptly
provide ADM with the current Prospectus for the Fund, the Annual
and Semi-Annual Reports to shareholders of the Fund, Proxy
Statement and other Fund material, all in sufficient quantities
and sufficiently in advance to permit ADM to provide them to
shareholders of the Fund in a timely and orderly fashion.
(b) To the extent necessary or appropriate to enable ADM to
carry out its responsibilities under this Agreement, the Fund
shall
(i) promptly notify ADM of all material events which
affect the Fund or any affiliate of the Fund;
(ii) promptly notify ADM of any suits or other
proceedings threatened or actually instituted
against the Fund or any affiliate of the Fund by
the federal government, any state government, or
any agency thereof (including but not limited to
the SEC, the Securities Commission of any state)
or by the National Association of Securities
Dealers, Inc., or any other self-regulatory
authority;
(iii) promptly notify ADM of any consent order, stop
orders or similar orders affecting the Fund or any
affiliate of the Fund issued by the federal
government, any state government, or any agency
thereof (including but not limited to the SEC, the
Securities Commission of any state) or by the
National Association of Securities Dealers, Inc.
or any other self-regulatory authority;
(iv) promptly provide ADM, with copies of the audited
Annual Financial Statements for each affiliate of
the Fund which is an Investment Advisor,
Investment Sub-Advisor, Distributor or
Administrator of the Fund;
(v) promptly provide ADM, upon request, with copies of
any filings made by the Fund or any affiliate of
the Fund which is an Investment Advisor,
Investment Sub-Advisor, Distributor or
Administrator of the Fund with the federal
government or any state government or any agency
thereof or with any self-regulatory authority; and
(vi) promptly provide ADM, upon request, with copies of
any documents relating to items (ii) and (iii)
above.
(vii) discuss with ADM changes in the description of ADM
and the services which ADM provides to
shareholders contained in the Prospectus of the
Fund at the time of filing any amendments to the
registration statement of the Fund involving any
such change. ADM shall use its best efforts to
assure the accuracy and completeness of all
material information furnished by it for inclusion
in any such document.
23. Indemnification. Neither party nor any of its
nominees shall be indemnified against any liability to the other
party (or any expenses incident to such liability) arising solely
out of (a) such party's or such nominee's own willful
misfeasance, bad faith or gross negligence or reckless disregard
of its duties in connection with the performance of any duties,
obligations or responsibilities provided for in this Agreement or
(b) such party's or such nominee's own negligent failure to
perform its duties expressly provided for in this Agreement or
otherwise agreed to in writing.
24. Liability. (a) ADM shall be responsible for the
performance of its obligations under this Agreement
notwithstanding the delegation of some or all of such obligations
to others in accordance with the terms of this Agreement.
(b) ADM shall not be responsible for loss, liability
cost or expense arising out of occurrences beyond its control
caused by fire, flood, power failure, unanticipated equipment
failure, acts of God, or war or civil insurrection; provided,
however, that it shall have contingency planning for equipment or
electrical failure and such other contingencies as provided in
this Agreement.
25. Insurance. ADM shall maintain fidelity, errors
and omissions and other insurance coverage in amounts and on
terms and conditions as set forth in information provided to the
Fund from time to time.
26. Advancement of Monies: Nothing in this Agreement
shall require ADM or any affiliate or agent of ADM to pay any
monies prior to its receipt of federal funds for such payment or
for ADM or any of its affiliates or agents to incur or assume any
liability for the payment of any such monies prior to its receipt
of federal funds for such payment.
27. Exclusivity. It is expressly understood and
agreed that the services to be rendered by ADM to the Fund under
the provisions of this Transfer Agency Agreement are not deemed
to be exclusive and ADM shall be free to render similar or
different services to others.
28. Further Actions. Each party agrees to perform
such further acts and execute such further documents as are
reasonably necessary to effectuate the purposes hereof.
29. Amendments. This Agreement or any part hereof may
be changed or waived only by an instrument in writing signed by
the party against which enforcement of such change or waiver is
sought.
30. Assignment. This Agreement and the performance
hereunder may not be assigned by ADM without the Fund's written
consent. Not withstanding the previous sentence, ADM may,
without the Fund's consent, assign the performance of all or a
portion of its responsibilities and duties hereunder to an
affiliate of ADM, provided that the Fund shall incur no
additional cost or expense in connection therewith.
31. Declaration and Termination. This Agreement shall
continue until termination by the Fund on sixty (60) days'
written notice or by ADM on ninety (90) days' written notice.
32. Notices. All notices and other communications,
including Written Instructions (collectively referred to as
"Notice" or "Notices" in this paragraph), hereunder shall be in
writing or by confirming telegram, cable, telex or facsimile
sending device. Notices shall be addressed;
(a) if to ADM at:
Administrative Data Management Corp.
00 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attn: Ms. Xxxx Xxxxxx, Vice President
or to such other address as ADM shall instruct the Fund, in
writing, from time to time;
(b) if to the Fund at:
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: President
or to such other address as the Fund shall instruct ADM, in
writing, from time to time; or
(c) if to neither of the foregoing, at such other address as
shall have been notified to the sender of any such Notice or
other communication.
33. Miscellaneous. This Agreement embodies the entire
agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings relating to
the subject matter hereof, provided that the parties hereto may
embody in one or more separate documents their agreement, if any,
with respect to Oral Instructions. The captions in this
Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement
shall be deemed to be a contract made in New York and governed by
New York law. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
None of the provisions contained in this Agreement shall be
deemed waived or modified because of a previous failure of a
party to insist upon strict performance thereof. This Agreement
shall be binding and shall inure to the benefit of the parties
hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below
on the day and year first above written.
TAX-FREE FUND FOR
UTAH
/s/Xxxxxxx X. XxxXxxxxxx /s/Xxxx X. Xxxxxxxx
Attest: ______________________ By:______________________
Xxxxxxx X. XxxXxxxxxx, Xxxx X. Xxxxxxxx,
Assistant Secretary President
ADMINISTRATIVE DATA
MANAGEMENT CORP.
/s/Xxxxx X. Head
Attest: ______________________ By:_______________________
[ ] Xxxxx X. Head
Secretary Chairman
APPENDIX A
ACTIVITIES LIST
It is understood that the Fund, its Custodian, and other
persons, firms, corporations or other entities performing
services for or on behalf of the Fund shall provide ADM and the
Fund with such services, information, or other assistance as may
be necessary or appropriate to permit the Transfer Agent to
properly perform the services hereunder.
A. SHAREHOLDER ACCOUNTING SERVICES
1. General Scope
All terms used herein shall be as defined in the
attached Agreement (the "Agreement") except that ADM is
referred to as the "Transfer Agent." In accordance
with the terms of the Agreement the Transfer Agent will
provide a comprehensive Shareholder accounting service
generally consistent with that provided to other
investment companies, including:
a. dividend accounting;
b. arrangement for wire receipt and payout of
Shareholder funds;
c. to the extent that it is reasonably within the
control of, or can be reasonably arranged without
additional cost by, the Transfer Agent, the rapid
and efficient transfer of investment monies
between various accounts;
d. to the extent that it is reasonably within the
control of, or can reasonably be arranged without
additional cost by, the Transfer Agent, the
effective and controlled processing of expedited
redemptions and exchanges by telegraphic and
telephonic means.
2. Computer Accounting and Record Keeping
The Transfer Agent will perform daily maintenance and
routine file update.
The Transfer Agent will perform a dividend credit run
as required in order to credit all existing Shareholder
accounts with each daily dividend, monthly dividend,
capital gain distribution or other distribution. The
Transfer Agent will establish new and adjust or close
existing Shareholder accounts if necessary on or as of
each business day.
The Transfer Agent will take reasonable precautions for
safeguarding of all Shareholder accounts during these
computer runs.
The Transfer Agent will provide continuous proof to the
outstanding Shares maintained by the Fund on a daily
basis, and off-line availability of all file data
pertaining to Shareholder accounts.
The Transfer Agent will to the extent technically
feasible create and maintain the ability to liquidate
and back out dividends reinvested in accounts which are
subsequently liquidated by or on behalf of the Fund due
to nonreceipt of funds, improper registration, or other
sufficient reason.
3. Establishing and Servicing Accounts
The Transfer agent will, as set forth in the Fund's
Prospectus, or substantially in conformity with
procedures established by or on behalf of the Fund,
accept instructions from investors to open new accounts
and perform such functions consistent with opening a
new account:
a. Accept applications in proper form sent directly
to the Fund or its Custodian when they are
properly delivered to the Transfer Agent;
b. Accept applications in proper form sent directly
to it when they are received by the Transfer
Agent;
c. Transfer Shares accompanied by apparent proper
instructions;
d. Audit and verify payment items for apparent
compliance with the requirements established by
the Fund, e.g. minimum investment amount, apparent
proper endorsements on third party checks or
drafts if the Fund elects to accept such third
party checks or drafts, and other particulars as
prescribed in the prospectus. The Fund will
provide the Transfer Agent, from time to time,
with names and taxpayer identification numbers of
individuals entitled to purchase shares at a
reduced offering price as described in the
prospectus;
e. Review existing accounts to determine whether
there are any other existing accounts with the
same registration; process W-9 or similar forms
received by the Transfer Agent; and compare upon
receipt of a computer tape from the Internal
Revenue Service taxpayer identification numbers
contained in such tape against those maintained by
the Transfer Agent for the Fund.
f. Assign account numbers as necessary and, where
appropriate, indicate the account number on
applications;
g. Review payment items to determine whether the
payee, original or by endorsement, on such payment
items corresponds to the registration of the
account to which it is to be credited (permitted
exceptions include ADM or the Fund specified as
the payee when accompanied by a valid account
number or all necessary documents to establish a
new account or such other exceptions as the
Transfer Agent and the Fund shall agree);
h. Upon opening incoming mail, record the date and
approximate time of day all checks were received;
i. Produce microfilm record of all incoming checks
and other documentation on filmstrips or other
microfilm retrieval method so as to be retrievable
and reproducible upon request;
j. Process address changes and acknowledge such
changes to previous address of record;
k. Answer inquiries from Shareholders or other
individuals, corporations, or other entity who
appear to be the Shareholder, dealer or otherwise
entitled to receive information as to account
information;
l. Open new accounts per telephone instructions
received from a prospective Shareholder, his
dealer or his fiduciary pending receipt of funds
transmitted by bank wire or other means; forward a
new account application to the prospective
investor; and issue a confirmation, including
duplicates where requested, when funds are
received by the Transfer Agent or the Fund's
Custodian; under normal circumstances the new
account application bearing the Shareholder
account number assigned must be completed by or
appear to have been completed by the Shareholder
and received by the Transfer Agent before any
redemption orders are accepted and processed for
that account.
m. Prepare confirmations in such form as may be
agreed between the Fund and the Transfer Agent
from time to time for all "Open Accounts" after
each non-dividend transaction in a Shareholder's
account which affects the share balance; mailing
confirmations to the Shareholder as such changes
occur;
n. Process on a daily basis if necessary or
appropriate routine transactions such as:
(1) Deposit or withdrawal of Shares from
Shareholders' accounts;
(2) Changes of address;
(3) Miscellaneous changes;
(4) Stop-transfers;
(5) Instructions relating to the remittance or
reinstatement of Dividends and other
distributions;
o. Incorporate in the Shareholder accounting software
and procedures the necessary flags, audits, and
tests reasonably designed to assure that the
various provisions and requirements specified
elsewhere in this Agreement to be performed by the
Transfer Agent will be substantially satisfied.
B. TRANSFER AGENT SERVICES
In accordance with the Agreement, and in particular Section
5(d) thereof, the Transfer Agent will perform the functions
normally performed by the Transfer Agent for other
investment companies of a similar type. Such functions
shall include but not necessarily be limited to:
1. Processing
a. Keep such records in the form and manner as the
Transfer Agent may deem advisable but not
inconsistent with the rules and regulations of
appropriate governmental authorities applicable to
the Transfer Agent or as may otherwise be agreed
from time to time in writing between the Fund and
the Transfer Agent;
b. Process transfers as requested by Shareholders or
persons, firms, corporations or other entities the
Transfer Agent reasonably believes to be the
Shareholder or authorized to act on behalf of the
Shareholder including obtaining and reviewing
papers and all other documents necessary to
satisfy transfer requirements; the Fund will, upon
request of the Transfer Agent, advise the Transfer
Agent of the transfer requirements of the Fund,
and the Transfer Agent will be fully protected by
the Fund if it is following such transfer
requirements;
c. Process initial and subsequent investments from
Shareholders;
d. On a semi-monthly or other basis acceptable to the
Transfer Agent and the Fund initiate, accept and
process pre-authorized checks or, when available,
electronic funds transfers drawn against
Shareholders' checking accounts;
e. Process and record redemption of Shares to satisfy
ordinary redemptions and Plan account;
f. Proportionally allocate dividends, which are
provided to the Transfer Agent by the Fund in
gross dollar amount, to the benefit of the Fund
Shareholders entitled to receive them. The
procedure used must show that the amounts
allocated daily substantially balance to the gross
dollar amount provided by the Fund to the Transfer
Agent. Until otherwise specified by the Fund,
dividends shall be in accordance with the
following: Three-day accrual on Monday for the
previous weekend; Two-day accrual on the first
business day following a holiday or Four-day
accrual if the holiday immediately precedes or
follows a weekend; compatibility with the Xxxxxxx
Xxxxx Automatic Investment of Dividends System,
and the issuance of all reports incidental thereto
provided the Fund's method of operation is so
compatible.
2. Custody and Control of Shares and Certificates:
Certificates will not be issued except on Shareholder
request but shares will be credited to the
Shareholder's account in non-certificate form. The
Transfer Agent will examine certificates surrendered
for transfer or redemption, or requests for transfer or
redemption of shares not represented by certificates,
for apparent genuineness or alterations; pass upon the
apparent validity thereof including endorsements,
signature guarantees and (if applicable) tax stamps or
waivers, provided that the Transfer Agent shall not be
required to compare any such endorsements against other
records it maintains except in accordance with written
procedures agreed upon between it and the Fund. The
Transfer Agent will also:
a. Countersign all certificates;
b. Prepare, mail, or deliver certificates for
original issue, subsequent investments, exchanges,
or transfers upon request from the Shareholder or
one reasonably believed to be the Shareholder;
c. Prepare, mail, or deliver certificates for Shares
previously held in non-certificate form;
d. Deposit certificate Shares;
e. Cancel surrendered certificates;
f. Establish and maintain safeguards for cancelled
and uncancelled certificates;
g. Establish and maintain a system to monitor stop-
transfers;
h. Replace lost certificates.
C. SUBSCRIPTION AGENT SERVICES:
The Transfer Agent will act as Subscription Agent for the
Fund. In addition to subscription functions described
elsewhere in this Agreement, the Transfer Agent will:
1. Maintain a Subscription Account for the Fund. This
account shall be established and operated so as to
satisfy the following criteria:
a. The account shall be established by the Transfer
Agent for the benefit of the Fund in accordance
with the terms of the Agreement;
b. The account shall be provided at no additional
cost except as may otherwise be stated in Appendix
D of the Agreement;
c. The account shall serve as the sole depository for
subscription monies intended for the purchase of
Fund Shares until such funds are transferred to
the Custody Account;
d. The Transfer Agent shall be prepared to receive
and efficiently process incoming cash, checks,
Federal Reserve Drafts and bank wire transfers of
funds;
e. Withdrawals from the account shall be for the
purpose of transferring funds into the Custody
Account or, where appropriate, the crediting or
payment of commission or dealer's commissions;
withdrawals are also permitted to accommodate net
settlements with the Custodian;
f. No dividend or redemption or any other payments
shall be made to Fund Shareholders from the
Subscription Account;
g. The Transfer Agent will cashier all items
presented in payment as expeditiously as possible.
2. In connection with managing the Subscription Account,
the Transfer Agent will exercise all possible care in
satisfying operational requirements in each of the
following critical areas:
a. Validation Receipt of Good Subscription Funds
Procedures and criteria are to be established by
the Transfer Agent and approved by the Fund for
the purpose of providing assurance that good
(collected) funds were received from Shareholders
prior to paying out any redemption proceeds (under
a Plan account or as a result of one or more
specific redemption requests). Such procedures
are to deal with:
(1) Screening subscriptions to prevent:
-forgery, fraud, improper endorsement or other
unauthorized use particularly when accepting third
party funds;
-maintenance of accounts in names other than
proper form; funds received where the legal
existence or legal capacity of the subscriber is
in doubt shall be employed in a temporary
investment status until a proper account is
established to which prior income will be
credited, or until the funds are returned upon
determination that no subscriber of legal
existence and capacity exits.
(2) Establishing and maintaining procedures
reasonably designed to assure the clearance and
collection of checks which are otherwise properly
drawn.
In this regard, the Transfer Agent with the
approval of the Fund will:
-Establish for all parts of the United States the
normal number of days required for check clearance
and return notice of uncollectability;
-Establish redemption amount and clearing time
criteria which together place an automatic stop on
issuance of certificates, if any, and upon
redemption payments until the Transfer Agent
reasonably believes that good subscription funds
were received.
In general, the redemption of a subscription
payment received in the form of a check, draft or
similar instrument shall not be made until the
Transfer Agent has determined, by telephone call
to the drawee bank or otherwise, that the deposit
has cleared the drawee bank or until fifteen (15)
calendar days after the receipt of such
subscription payment, in order to permit the
orderly clearing thereof.
-Provide a means to record and promptly retrieve
the status of a subscription received (which may
include days remaining before redemptions
permitted, name of bank, or other similar
information as may be agreed upon.)
Shareholder checks returned for insufficient funds or
other reasons will be promptly processed for
liquidation on or after the date of receipt or
notification to the effect that a check is being
returned. Returned checks will be cleared promptly and
processed through a Returned Check Account in
conjunction with the following actions:
(1) Place a freeze on the account to prevent
redemption of the amount of such returned check or
such lesser amount as is in the affected account;
(2) Determine how many shares are to be liquidated due
to the investment attributable to such returned
check;
(3) Calculate and back out accrued dividends, if any,
attributable to such investment;
(4) Process the liquidation for the appropriate
amount;
(5) Mail the Shareholder confirmation of the
liquidation and the check with a letter of
explanation;
(6) Allocate the accrued dividends, if any, which were
attributable to such investment, as the Fund shall
direct which will normally be to the remaining
Shareholder accounts as of the next month-end
dividend run;
(7) Take reasonable steps to recover commissions or
dealer concessions applicable to such returned
check, although the Distributor shall be
ultimately responsible therefor.
b. Establish Procedures to Process Effectively Bank
Wire Transfers
Establish and maintain procedures reasonably
designed by the Transfer Agent and approved by the
Fund to maintain positive control over movements
of incoming money by bank wire so as to:
(1) Accept requests (WATS and local calls) for bank
wire instructions, record account information and
client telephone number, assign as appropriate a
wire control number, establish Shareholder pending
file, and if appropriate alert the bank wire
department;
(2) Advise the Fund of pending bank wire receipts at
selected cutoff times during the course of each
business day so as to facilitate full investment
of Fund assets;
(3) Confirm to the Fund actual bank wire receipts at
selected cutoff times during the course of each
business day;
(4) Close out pending Shareholder files if bank wire
receipts are not received as of the date agreed
upon;
(5) Open new or credit existing Shareholder account in
accordance with the provisions of the current
prospectus upon receipt of bank wire funds;
(6) Take appropriate action to secure from
Shareholders who invest by bank wire the necessary
written applications and redemption
authorizations.
D. DIVIDEND DISBURSING AND REDEMPTION AGENT SERVICES
In performance of the Dividend Disbursing and Redemption
Agent functions, the Transfer Agent will provide the Fund
with regular checks (or electronic funds transfer if
available, at the Shareholder's option) and carry out the
following functional activities:
1. Dividends
a. The Fund shall advise the Transfer Agent of
dividend amounts which shall then be applied as
described in the Prospectus or as directed by the
Fund, or its officers or Trustees;
b. Confirmation of dividend reinvestments shall be
mailed to Shareholders after each reinvestment.
c. Additional dividend information, if provided by
the Fund to the Transfer Agent shall then be
provided to Shareholders upon written request.
2. Redemption Procedures
The Transfer Agent with the approval of the Fund shall
establish procedures reasonably designed to insure that
redemption requirements established by the Transfer
Agent and agreed to by the Fund have been met,
including the receipt and examination of stock
certificates, endorsements, signature guarantees and
obtaining any needed papers or documents, including
properly completed Application, where lacking. More
specifically:
a. The Transfer Agent will accept redemption requests
in written, telegraphic or telephonic form
provided the necessary instructions and
authorizations are reasonably believed by the
Transfer Agent to be in good form. Generally,
telephonic redemption requests will be repeated
for confirmation to the person making the request,
and upon voice confirmation by such person, will
be recorded in a log kept for that purpose.
b. Requests for the redemption of shares not
represented by certificates received and without
signature guarantees will be honored only if:
(1) the applicable portion of the Application has been
completed and the proceeds are forwarded to the
previously designated bank account, address, or
other destination identified on the Application;
(2) Expedited Redemption Authorization instructions
filed at any time other than upon the original
opening of a Shareholder's account are filed on an
appropriate form and bear or reasonably appear to
bear a signature guarantee;
(3) Shareholder accounts in the name of joint tenants
shall generally be handled on the basis of jointly
signed instructions and signature guarantees
(where applicable) for any payments.
c. The Transfer Agent will provide a means to record,
call up, and display on Cathode Ray tube or
otherwise an appropriate symbol or other
indication that redemption authorization
instructions are on file and appear to be in
proper form.
d. All redemption requests will be promptly reviewed
to insure:
(1) that there are sufficient shares available in the
Shareholder's account;
(2) the applicable subscription check has not been
returned to ADM or its agent and the applicable
period of days has expired before using the funds
for redemption (see above);
(3) that no redemptions in accounts represented in
whole or in part by certificates are effected
without cancellation of an adequate number of
certificate shares, if necessary.
(4) that no signature guarantees shall be acceptable
unless they reasonably appear to have been
provided by a commercial bank or by a brokerage
firm which is a member of the New York, American,
Midwest, or Pacific Stock Exchanges, except as
otherwise stated in the Prospectus or in
instructions received from the Fund.
e. Certificate acceptance and replacement:
(1) Accept for redemption, certificates received for
redemptions accompanied by what reasonably appears
to be Shareholder's instructions.
(2) Furnish to the Shareholder, after with the
policies and procedures established by the Fund
and the Transfer Agent proper investigation and
receipt of necessary documentation for protection
of the Fund, replacement certificates and dividend
and redemption checks alleged to have been lost,
stolen, destroyed, or not received.
3. Dividend Account
The Transfer Agent will maintain a Dividend Account for
the Fund. This account shall be established and operated so as
to satisfy the following criteria:
1. This account shall be used to disburse cash in
payment of dividends, capital gain distributions and
returns of capital.
2. This account shall be operated in the same manner
as the Redemption Account (see below) except as
otherwise required by the purpose for which it shall be
used; it may, at the election of the Transfer Agent, be
operated as a combined account with the Redemption
Account (see below).
4. Redemption Account
The Transfer Agent will maintain a Redemption Account
for the Fund. This account shall generally be
established and operated so as to satisfy the following
criteria.
1. All withdrawals from the account shall be for the
exclusive purpose of making payments to Fund
Shareholders. These payments are to be made only
to satisfy automatic or other account liquidation
payment requirements.
2. No deposits or subscription receipts shall be made
directly in the Redemption Account.
3. The Transfer Agent will advise the Fund at various
mutually established times during each business
day as to the total demand for valid payments to
be honored that day or the following day. Valid
payments consist of liquidations of shares for
which funds are payable in cash or check to
shareholders, whether initiated by check, wire,
letter, automatic distribution plan, determination
of the Fund or otherwise. The notification of
demand for payments shall only include valid
demands for payment which are actually in hand,
such that the Fund need not fund the Redemption
Account with any more funds than are actually
required. The Fund agrees to fund, or cause the
Custodian to fund, the Redemption Account
sufficiently to cover all demands for payment
which are currently valid or will become valid the
following business day. The Fund and the Transfer
Agent agree that a goal of this procedure is to
allow for the maximum employment of Fund Assets
while still adequately funding the Redemption
Account. The Transfer Agent and its affiliates
shall not be required to honor any demand for
payment for which previously collected funds have
not been received from the Custodian or other
Agent of the Fund.
4. The Transfer Agent with the approval of the Fund
will develop specific procedures reasonably
designed to protect against:
(a) raising of dollar amounts or any other alteration
of instruments representing redemption payments;
(b) fraudulent or forged endorsements;
(c) other improper use of a redemption item which
could result in the Fund or its Shareholders being
defrauded.
Such procedures shall take into account the type
of accounts involved, the sums involved and the
cost effectiveness of such procedures.
5. Employ due diligence in servicing redemption requests
as promptly as possible.
E. EXCHANGE AGENT SERVICES
The Transfer Agent will provide services as required to
implement the exchange privileges described from time to
time in the prospectus of the Fund. The Transfer Agent will
install and utilize a telephonic system that is designed to
afford the Shareholder the opportunity to exchange Shares
among eligible Funds and that will record the telephone
request for such exchange. It is understood that the
Transfer Agent is only able to effect exchanges among funds
for which the Transfer Agent has entered into an agreement
similar to this Agreement for provision of Transfer Agency
services.
F. PROXY AGENT SERVICES
The Transfer Agent agrees to act as Proxy Agent in
connection with the holding of annual or special meetings of
Shareholders, mailing to Shareholders notice, proxies and
proxy statements in connection with the holding of such
meetings, receiving and tabulating votes cast by proxy and
communicating to the Fund the results of such tabulation
accompanied by appropriate certificates, and preparing and
communicating to the Fund certified lists of Shareholders as
of such date, and in such form and containing such
information as may be required by the Fund to comply with
any applicable provisions relating to such meetings. The
Transfer Agent may at its expense employ another firm to
provide all or a portion of such services.
I. Reports to be provided by Transfer Agent:
A. Daily
1. Payment Journals
2. Transfers
3. Non-Certificate Redemption Journal
4. Original Issue Non-Certificate Shares
5. Clerical Journal
6. New Account Journal
7. Closed Account Journal
B. Monthly
1. Sales By State and Dividends Reinvested
2. Withdrawals and Dividends Paid in Cash List
3. Record of Out-of-Pocket Costs Incurred
C. Annual Reports
Provide Fund Management upon request with all
reports reasonably required to conduct an annual
review of Transfer Agency functions relating to
the Fund, including but not limited to
performance, volume, error ratios, costs and other
matters relating to the Fund. The Transfer Agent
shall also provide to the Fund general information
concerning its operations which might be believed
to affect adversely the future services to the
Fund.
D. Periodic Marketing Reports - Provided these
reports are readily available from existing
information and can be produced without
unreasonable effort or expense by the Transfer
Agent, including, e.g.,
1. Geographic Distribution Data
2. Size of Holdings Data
II. Other Services
The Transfer Agent will provide the following
additional services:
A. Security
1. Design and maintain security procedures reasonably
designed to guard against the possible theft
and/or use by others of the names and addresses of
Fund Shareholders.
2. Periodic duplication of all records
(computer/microfilm/hardcopy/copy) at a frequency
and in a detail reasonably designed to assure
protection of Shareholder record information in
the event of a disaster to the Transfer Agent's
facilities, including:
(a) significant voltage drop;
(b) power blackout;
(c) major destruction of the Transfer Agent's
central facilities.
3. The Transfer Agent will maintain equipment
reasonably designed or represented to assure an
uninterrupted power supply of at least 10 minutes
at the offices of the Transfer Agent to allow for
orderly shut down of hardware in the event of a
power outage; periodic back-up of tapes to be
stored at an offsite facility of the Transfer
Agent's choosing; and will provide redundancy
capacity in accordance with the Agreement.
B. Statements
1. Provide for up to two extra lines of print on
Shareholder statements which may be employed by
the Fund to advise Shareholders of such
information as yield or other explanatory account
information. The Fund will advise the Transfer
Agent of such information sufficiently in advance
to permit it to properly insert such information
in a timely and orderly manner.
2. Provide a combined dividend check and statement to
Shareholders electing cash distributions.
C. Processing Routine Shareholder Inquiries
1. Receive, control, research, and promptly reply to
all routine Shareholder and other inquiries
whether received by written or telephonic means
which pertain to a Shareholder's account.
2. Exercise due care to protect confidential
information in responding to inquiries.
3. Request ATT or such other telephone company as may
be appropriate to provide, at the Distributor's
expense, for a dedicated transmission line between
Aquila Distributors, 000 Xxxx Xxxxxx, Xxx Xxxx and
Transfer Agent, Woodbridge, N.J. for inquiry via a
dedicated or P.C. terminal.
4. Provide if possible for continuity of present 800
telephone numbers for existing funds and adequate
personnel for live telephone response generally
until 7:00 PM, New York time on normal business
days. It is mutually understood that continuity
of the 800 numbers is dependant on cooperation
from the prior transfer agent and appropriate
telephone companies.
5. Provide for the automated tracking of all
Shareholder/Dealer telephone inquiries with on
line update status.
D. Other Mailings
1. Mailing services include addressing, enclosing,
and mailing quarterly reports, semi-annual
reports, annual reports, prospectuses and notices
to all accounts will be provided. To the extent
the Transfer Agent utilizes the services of
another firm to accomplish this for any First
Investors Fund, it shall be permitted to do so for
the Fund, at the Transfer Agent's expense.
2. All routine mailings to Shareholder/Dealers will,
where appropriate, utilize pre-sorted zip codes.
3. All month-end reinvestment statements, with any
month-end dividend check attached, will generally
be mailed to Shareholders, with duplicates to
dealer and representative, by the fourth business
day of the next month.
4. Commission checks and statements will generally be
mailed to brokerage firms on at least a weekly
basis for direct investments of prior weeks.
E. Other Services
1. Refer all Shareholder, dealer or governmental
inquiries of a policy or non-routine nature to the
Fund.
2. Provide an Account Officer to serve as the primary
point of contact between the Fund and the Transfer
Agent. The Transfer Agent will exercise due care
in assigning an individual who is both conversant
with standard investment company practices and of
sufficient stature to deal quickly and efficiently
with problems peculiar to placing a new investment
company on line.
F. Messenger Service
Provide messenger pick-up and delivery as necessary but
no less frequently than once daily between the Fund's
offices provided they are located within the borough of
Manhattan and the offices of the Transfer Agent.
Exhibit 1
The Fund and the Transfer Agent anticipate that the
following activities should be incorporated into and become
a part of Appendix A as they become effective:
1. Installation of the National Security Clearing
Corporation, Fund/SERV system which shall be
operational no later than June 30, 1989.
2. The Transfer Agent will make a best effort to
provide networking capabilities with tape
transmission to dealers when and as required by
market competitiveness.
3. The Transfer Agent will work with the Distributor
to define criteria for an Audio Response system
and arrange for the implementation of such a
system on a timely basis.
TAX-FREE FUND FOR UTAH
APPENDIX B
Signatures
On the date of the Agreement and thereafter until further
notice, the following persons shall be Authorized Persons as
defined therein:
Xxxx X Xxxxxxxx _____________________
Chairman of the Board of Trustees Xxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxx _____________________
Senior Vice President Xxxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx _____________________
Vice President Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxxx _____________________
Chief Financial Officer Xxxx X. Xxxxxxx
Xxxxxxx X. XxxXxxxxxx _____________________
Assistant Secretary Xxxxxxx X. XxxXxxxxxx
Xxxxxxx X. Xxxxxxx _____________________
Xxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxxx _____________________
Xxxxx X. Xxxxxxxx
Xxxxxxx X. Childs III _____________________
Xxxxxxx X. Childs III
Xxxxxxx X. Xxxxxx _____________________
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxx _____________________
Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx _____________________
Xxxxxx X. Xxxxxxx
APPENDIX C
Backup Arrangement
ADM currently has in effect a redundancy arrangement with
Comdisco Disaster Recovery Services, Inc. The agreement with
Comdisco provides that in the event of a data processing systems
disaster at ADM's facilities in Woodbridge, New Jersey, ADM may
use equipment available at Comdisco's facilities for routine and
other processing. The agreement with Comdisco also provides for
dedicated time on Comdisco's data processing equipment each year
to allow ADM to test the redundancy system.
APPENDIX D
Compensation
The Fund shall pay ADM the following amounts:
1. Set-up Charge: One time set-up charge of $3,000.00.
2. Account Maintenance Charges: $1.40 per account.
3. Account Opening Charge/Account Closing Charge: one-time
charge of $1.50 per account to open or close an account.
4. Telephone Investment Charge: $15.00 per transaction.
5. Minimum Monthly Charges: $500.00
6. Disbursements: All reasonable disbursements, including,
without limitation, messenger charges.
7. Late Pricing Charges:
a. $25 on each day the Fund fails to notify ADM of the
Fund's closing net asset value and offering price by
5:15 p.m.
b. $50 on each day the Fund fails to notify ADM of the
Fund's closing net asset value and offering price after
5:15 p.m. and before 6:00 p.m.
c. In the event of a subsequent price adjustment, (i) $50
per hour for actual time spent on manual corrections
and (ii) $300 per hour for actual time spent for
adjustments requiring computer processing.
8. Demand Deposit Account Fees: Fees payable to First Financial
Savings Bank, S.L.A. in the amounts set forth on Appendix D-
1.
The Fund shall not be obligated to pay any charge enumerated
in paragraphs 2 through 5 above until the earlier of (a) six
months following the last day of the month in which this
Agreement was executed, or (b) the month during which the Fund
has established an aggregate of 2,000 accounts (including
accounts that were established and subsequently liquidated).
APPENDIX D-1
FIRST FINANCIAL SAVINGS BANK, S.L.A.
LIST OF SERVICE CHARGES FOR BUSINESS ACCOUNTS
ACCOUNT MAINTENANCE $ 5.00 PER MONTH
CHECKS CLEARED $ .05 PER ITEM
CHECK SORTING $ .02 PER CHECK
DEPOSITS $ .50 PER DEPOSIT
DEPOSITED ITEMS $ .07 PER ITEM
RETURNED DEPOSITED ITEMS $ 7.50 PER ITEM
INCOMING AND OUTGOING WIRES $10.00 PER WIRE
STOP PAYMENTS $10.00 PER MONTH
TAX DEPOSITS $10.00 PER DEPOSIT
CURRENCY SHIPMENT $ 1.50 PER ORDER
CURRENCY SHIPMENT (PER $1000) $ .20 PER ORDER
COIN ORDERS $ 2.00 PER ORDER
BOND REDEMPTION $ 1.00 PER BOND
BOND REDEMPTION (PER BATCH) $ 5.00 PER BATCH
PHOTOCOPIES $ 3.00 PER ITEM
INTERNAL TRANSFERS $ 3.00 PER TRANS
RETURNED CHECK - NSF $15.00 PER CHECK
RETURNED CHECK - NCF $10.00 PER CHECK
ACH FILES (SUBJECT TO MONTHLY MINIMUM) $ 5.00 PER FILE
ACH ITEM (SUBJECT TO MONTHLY MINIMUM) $ .20 PER ITEM
ACH MONTHLY MINIMUM $50.00 PER MONTH
ACH RETURNED ITEMS $10.00 PER ITEM
MILITARY ALLOTMENTS (MONTHLY) $ 1.25 PER ACCOUNT
