Exhibit (h)(6)
AGENCY AGREEMENT
AGREEMENT dated the 25th day of November, 1998, by and between XXXXXX
GLOBAL/INTERNATIONAL SERIES, INC., a Maryland corporation ("Fund"), on behalf of
Growth Fund of Spain, a series of the Fund, and XXXXXX SERVICE COMPANY, a
Delaware corporation ("Service Company").
WHEREAS, Fund wants to appoint Service Company as Transfer Agent and
Dividend Disbursing Agent, and Service Company wants to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Documents to be Filed with Appointment.
In connection with the appointment of Service Company as Transfer Agent
and Dividend Disbursing Agent for Fund, there will be filed with
Service Company the following documents:
A. A certified copy of the resolutions of the Board of Directors
of Fund appointing Service Company as Transfer Agent and
Dividend Disbursing Agent, approving the form of this
Agreement, and designating certain persons to give written
instructions and requests on behalf of Fund.
B. A certified copy of the Articles of Incorporation of Fund and
any amendments thereto.
C. A certified copy of the Bylaws of Fund.
D. Copies of Registration Statements filed with the Securities
and Exchange Commission.
E. Specimens of all forms of outstanding share certificates as
approved by the Board of Directors of Fund, with a certificate
of the Secretary of Fund as to such approval.
F. Specimens of the signatures of the officers of the Fund
authorized to sign share certificates and individuals
authorized to sign written instructions and requests on behalf
of the Fund.
G. An opinion of counsel for Fund:
(1) With respect to Fund's organization and existence
under the laws of the State of Maryland.
(2) With respect to the status of all shares of Fund
covered by this appointment under the Securities Act
of 1933, and any other applicable federal or state
statute.
(3) To the effect that all issued shares are, and all
unissued shares will be when issued, validly issued,
fully paid and non-assessable.
2. Certain Representations and Warranties of Service Company. Service
Company represents and warrants to Fund that:
A. It is a corporation duly organized and existing and in good
standing under the laws of the State of Delaware.
B. It is duly qualified to carry on its business in the State of
Missouri.
C. It is empowered under applicable laws and by its Certificate
of Incorporation and Bylaws to enter into and perform the
services contemplated in this Agreement.
D. All requisite corporate action has taken to authorize it to
enter into and perform this Agreement.
E. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
F. It is, and will continue to be, registered as a transfer agent
under the Securities Exchange Act of 1934.
3. Certain Representations and Warranties of Fund. Fund
represents and warrants to Service Company that:
A. It is a corporation duly organized and existing and in good
standing under the laws of the State of Maryland.
B. It is an investment company registered under the Investment
Company Act of 1940.
C. A registration statement under the Securities Act of 1933 has
been filed and will be effective with respect to all shares of
Fund being offered for sale at any time and from time to time.
D. All requisite steps have been or will be taken to register
Fund's shares for sale in all applicable states, including the
District of Columbia.
E. Fund and its Directors are empowered under applicable laws and
by the Fund's Articles of Incorporation and Bylaws to enter
into and perform this Agreement.
4. Scope of Appointment.
A. Subject to the conditions set forth in this Agreement, Fund
hereby employs and appoints Service Company as
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Transfer Agent and Dividend Disbursing Agent effective the
date hereof.
B. Service Company hereby accepts such employment and appointment
and agrees that it will act as Fund's Transfer Agent and
Dividend Disbursing Agent. Service Company agrees that it will
also act as agent in connection with Fund's periodic
withdrawal payment accounts and other open-account or similar
plans for stockholders, if any.
C. Service Company agrees to provide the necessary facilities,
equipment and personnel to perform its duties and obligations
hereunder in accordance with industry practice.
D. Fund agrees to use all reasonable efforts to deliver to
Service Company in Kansas City, Missouri, as soon as they are
available, all its stockholder account records.
E. Subject to the provisions of Sections 20 and 21 hereof,
Service Company agrees that it will perform all the usual and
ordinary services of Transfer Agent and Dividend Disbursing
Agent and as agent for the various stockholder accounts,
including, without limitation, the following: issuing,
transferring and cancelling share certificates, maintaining
all stockholder accounts, preparing stockholder meeting lists,
mailing proxies, receiving and tabulating proxies, mailing
stockholder reports and prospectuses, withholding federal
income taxes, preparing and mailing checks for disbursement of
income and capital gains dividends, preparing and filing all
required U.S. Treasury Department information returns for all
stockholders, preparing and mailing confirmation forms to
stockholders and dealers with respect to all purchases and
liquidations of Fund shares and other transactions in
stockholder accounts for which confirmations are required,
recording nnreinvestments of dividends and distributions in
Fund shares, recording redemptions of Fund shares and
preparing and mailing checks for payments upon redemption and
for disbursements to systematic withdrawal plan stockholders.
5. Compensation and Expenses.
A. In consideration for the services provided hereunder by
Service Company as Transfer Agent and Dividend Disbursing
Agent, Fund will pay to Service Company from time to time
compensation as agreed upon in writing by the parties for all
services rendered as Agent, and also, all its reasonable
out-of-pocket expenses and other disbursements incurred in
connection with the agency. Such compensation will be set
forth in a separate schedule to be agreed to by Fund and
Service
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Company. The initial agreement regarding compensation is
attached as Exhibit A.
B. Fund agrees to promptly reimburse Service Company for all
reasonable out-of-pocket expenses or advances incurred by
Service Company in connection with the performance of services
under this Agreement including, but not limited to, postage
(and first class mail insurance in connection with mailing
share certificates), envelopes, check forms, continuous forms,
forms for reports and statements, stationery, and other
similar items, telephone and telegraph charges incurred in
answering inquiries from dealers or stockholders, microfilm
used each year to record the previous year's transactions in
stockholder accounts and computer tapes used for permanent
storage of records and cost of insertion of materials in
mailing envelopes by outside firms. Service Company may, at
its option, arrange to have various service providers submit
invoices directly to the Fund for payment of out-of-pocket
expenses reimbursable hereunder.
6. Efficient Operation of Service Company System.
A. In connection with the performance of its services under this
Agreement, Service Company is responsible for the accurate and
efficient functioning of its system at all times, including:
(1) The accuracy of the entries in Service Company's
records reflecting purchase and redemption orders and
other instructions received by Service Company from
dealers, stockholders, Fund or its principal
underwriter.
(2) The timely availability and the accuracy of
stockholder lists, stockholder account verifications,
confirmations and other stockholder account
information to be produced from Service Company's
records or data.
(3) The accurate and timely issuance of dividend and
distribution checks in accordance with instructions
received from Fund.
(4) The accuracy of redemption transactions and payments
in accordance with redemption instructions received
from dealers, stockholders or Fund or other
authorized persons.
(5) The deposit daily in Fund's appropriate special bank
account of all checks and payments received from
dealers or stockholders for investment in shares.
(6) The requiring of proper forms of instructions,
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signatures and signature guarantees and any necessary
documents supporting the rightfulness of transfers,
redemptions and other stockholder account
transactions, all in conformance with Service
Company's present procedures with such changes as may
be deemed reasonably appropriate by Service Company
or as may be reasonably approved by or on behalf of
Fund.
(7) The maintenance of a current duplicate set of Fund's
essential or required records, as agreed upon from
time to time by Fund and Service Company, at a secure
distant location, in form available and usable
forthwith in the event of any breakdown or disaster
disrupting its main operation.
7. Indemnification.
A. Fund shall indemnify and hold Service Company harmless from
and against any and all claims, actions, suits, losses,
damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to any action or
omission by Service Company pursuant to this Agreement or in
connection with the agency relationship created by this
Agreement, provided that Service Company has acted in good
faith, without negligence and without willful misconduct.
B. Service Company shall indemnify and hold Fund harmless from
and against any and all claims, actions, suits, losses,
damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to any action or
omission by Service Company pursuant to this Agreement or in
connection with the agency relationship created by this
Agreement, provided that Service Company has not acted in good
faith, without negligence and without willful misconduct.
C. In order that the indemnification provisions contained in this
Section 7 shall apply, upon the assertion of a claim for which
either party (the "Indemnifying Party") may be required to
provide indemnification hereunder, the party seeking
indemnification (the "Indemnitee") shall promptly notify the
Indemnifying Party of such assertion, and shall keep such
party advised with respect to all developments concerning such
claim. The Indemnifying Party shall be entitled to assume
control of the defense and the negotiations, if any, regarding
settlement of the claim. If the Indemnifying Party assumes
control, the Indemnitee shall have the option to participate
in the defense and negotiations of such claim at its own
expense. The Indemnitee shall in no event confess, admit to,
compromise, or settle any claim for which the Indemnifying
Party may be required
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to indemnify it except with the prior written consent of the
Indemnifying Party, which shall not be unreasonably withheld.
8. Certain Covenants of Service Company and Fund.
A. All requisite steps will be taken by Fund from time to time
when and as necessary to register the Fund's shares for sale
in all states in which Fund's shares shall at the time be
offered for sale and require registration. If at any time Fund
receives notice of any stop order or other proceeding in any
such state affecting such registration or the sale of Fund's
shares, or of any stop order or other proceeding under the
Federal securities laws affecting the sale of Fund's shares,
Fund will give prompt notice thereof to Service Company.
B. Service Company hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to Fund for
safekeeping of share certificates, check forms, and facsimile
signature imprinting devices, if any; and for the preparation
or use, and for keeping account of, such certificates, forms
and devices. Further, Service Company agrees to carry
insurance, as specified in Exhibit B hereto, with insurers
reasonably acceptable to Fund and in minimum amounts that are
reasonably acceptable to Fund, which will not be changed
without the consent of Fund, which consent shall not be
unreasonably withheld, and which will be expanded in coverage
or increased in amounts from time to time if and when
reasonably requested by Fund. If Service Company determines
that it is unable to obtain any such insurance upon
commercially reasonable terms, it shall promptly so advise
Fund in writing. In such event, Fund shall have the right to
terminate this Agreement upon 30 days notice.
C. To the extent required by Section 31 of the Investment Company
Act of 1940 and Rules thereunder, Service Company agrees that
all records maintained by Service Company relating to the
services to be performed by Service Company under this
Agreement are the property of Fund and will be preserved and
will be surrendered promptly to Fund on request.
D. Service Company agrees to furnish Fund semi-annual reports of
its financial condition, consisting of a balance sheet,
earnings statement and any other reasonably available
financial information reasonably requested by Fund. The annual
financial statements will be certified by Service Company's
certified public accountants.
E. Service Company represents and agrees that it will use all
reasonable efforts to keep current on the trends of
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the investment company industry relating to stockholder
services and will use all reasonable efforts to continue to
modernize and improve its system without additional cost to
Fund.
F. Service Company will permit Fund and its authorized
representatives to make periodic inspections of its operations
at reasonable times during business hours.
G. If Service Company is prevented from complying, either totally
or in part, with any of the terms or provisions of this
Agreement, by reason of fire, flood, storm, strike, lockout or
other labor trouble, riot, war, rebellion, accidents, acts of
God, equipment, utility or transmission failure or damage,
and/or any other cause or casualty beyond the reasonable
control of Service Company, whether similar to the foregoing
matters or not, then upon written notice to Fund, the
requirements of this Agreement that are affected by such
disability, to the extent so affected, shall be suspended
during the period of such disability; provided, however, that
Service Company shall make reasonable effort to remove such
disability as soon as possible. During such period, Fund may
seek alternate sources of service without liability hereunder;
and Service Company will use all reasonable efforts to assist
Fund to obtain alternate sources of service. Service Company
shall have no liability to Fund for nonperformance because of
the reasons set forth in this Section 8.G; but if a disability
that, in Fund's reasonable belief, materially affects Service
Company's ability to perform its obligations under this
Agreement continues for a period of 30 days, then Fund shall
have the right to terminate this Agreement upon 10 days
written notice to Service Company.
9. Adjustment.
In case of any recapitalization, readjustment or other change in the
structure of Fund requiring a change in the form of share certificates,
Service Company will issue or register certificates in the new form in
exchange for, or in transfer of, the outstanding certificates in the
old form, upon receiving the following:
A. Written instructions from an officer of Fund.
B. Certified copy of any amendment to the Articles of
Incorporation or other document effecting the change.
C. Certified copy of any order or consent of each governmental or
regulatory authority required by law for the issuance of the
shares in the new form, and an opinion of counsel that no
order or consent of any other government or regulatory
authority is required.
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D. Specimens of the new certificates in the form approved by the
Board of Directors of Fund, with a certificate of the
Secretary of Fund as to such approval.
E. Opinion of counsel for Fund:
(1) With respect to the status of the shares of Fund in
the new form under the Securities Act of 1933, and
any other applicable federal or state laws.
(2) To the effect that the issued shares in the new form
are, and all unissued shares will be when issued,
validly issued, fully paid and non-assessable.
10. Share Certificates.
Fund will furnish Service Company with a sufficient supply of blank
share certificates and from time to time will renew such supply upon
the request of Service Company. Such certificates will be signed
manually or by facsimile signatures of the officers of Fund authorized
by law and Fund's Bylaws to sign share certificates and, if required,
will bear the trust seal or facsimile thereof.
11. Death, Resignation or Removal of Signing Officer.
Fund will file promptly with Service Company written notice of any
change in the officers authorized to sign share certificates, written
instructions or requests, together with two signature cards bearing the
specimen signature of each newly authorized officer, all as certified
by an appropriate officer of the Fund. In case any officer of Fund who
will have signed manually or whose facsimile signature will have been
affixed to blank share certificates will die, resign, or be removed
prior to the issuance of such certificates, Service Company may issue
or register such share certificates as the share certificates of Fund
notwithstanding such death, resignation, or removal, until specifically
directed to the contrary by Fund in writing. In the absence of such
direction, Fund will file promptly with Service Company such approval,
adoption, or ratification as may be required by law.
12. Future Amendments of Articles of Incorporation and Bylaws.
Fund will promptly file with Service Company copies of all material
amendments to its Articles of Incorporation and Bylaws and Registration
Statement made after the date of this Agreement.
13. Instructions, Opinion of Counsel and Signatures.
At any time Service Company may apply to any officer of Fund for
instructions, and may consult with legal counsel for
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Fund at the expense of Fund, or with its own legal counsel at its own
expense, with respect to any matter arising in connection with the
agency; and it will not be liable for any action taken or omitted by it
in good faith in reliance upon such instructions or upon the opinion of
such counsel. Service Company is authorized to act on the orders,
directions or instructions of such persons as the Board of Directors of
Fund shall from time to time designate by resolution. Service Company
will be protected in acting upon any paper or document, including any
orders, directions or instructions, reasonably believed by it to be
genuine and to have been signed by the proper person or persons; and
Service Company will not be held to have notice of any change of
authority of any person so authorized by Fund until receipt of written
notice thereof from Fund. Service Company will also be protected in
recognizing share certificates that it reasonably believes to bear the
proper manual or facsimile signatures of the officers of Fund, and the
proper countersignature of any former Transfer Agent or Registrar, or
of a Co-Transfer Agent or Co-Registrar.
14. Papers Subject to Approval of Counsel.
The acceptance by Service Company of its appointment as Transfer Agent
and Dividend Disbursing Agent, and all documents filed in connection
with such appointment and thereafter in connection with the agencies,
will be subject to the approval of legal counsel for Service Company,
which approval will not be unreasonably withheld.
15. Certification of Documents.
The required copy of the Articles of Incorporation of Fund and copies
of all amendments thereto will be certified by the appropriate official
of the State of Maryland; and if such Articles of Incorporation and
amendments are required by law to be also filed with a county, city or
other officer or official body, a certificate of such filing will
appear on the certified copy submitted to Service Company. A copy of
the order or consent of each governmental or regulatory authority
required by law for the issuance of Fund shares will be certified by
the Secretary or Clerk of such governmental or regulatory authority,
under proper seal of such authority. The copy of the Bylaws and copies
of all amendments thereto and copies of resolutions of the Board of
Directors of Fund will be certified by the Secretary or an Assistant
Secretary of Fund.
16. Records.
Service Company will maintain customary records in connection with its
agency, and particularly will maintain those records required to be
maintained pursuant to sub-paragraph (2)(iv) of paragraph (b) of Rule
31a-1 under the Investment Company Act of 1940, if any.
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17. Disposition of Books, Records and Cancelled Certificates.
Service Company will send periodically to Fund, or to where designated
by the Secretary or an Assistant Secretary of Fund, all books,
documents, and all records no longer deemed needed for current purposes
and share certificates which have been cancelled in transfer or in
exchange, upon the understanding that such books, documents, records,
and share certificates will not be destroyed by Fund without the
consent of Service Company (which consent will not be unreasonably
withheld), but will be safely stored for possible future reference.
18. Provisions Relating to Service Company as Transfer Agent.
A. Service Company will make original issues of share
certificates upon written request of an officer of Fund and
upon being furnished with a certified copy of a resolution of
the Board of Directors authorizing such original issue, an
opinion of counsel as outlined in Section 1.G or 9.E of this
Agreement, the certificates required by Section 10 of this
Agreement and any other documents required by Section 1 or 9
of this Agreement.
B. Before making any original issue of certificates, Fund will
furnish Service Company with sufficient funds to pay any taxes
required on the original issue of the shares. Fund will
furnish Service Company such evidence as may be required by
Service Company to show the actual value of the shares. If no
taxes are payable, Service Company will upon request be
furnished with an opinion of outside counsel to that effect.
C. Shares will be transferred and new certificates issued in
transfer, or shares accepted for redemption and funds remitted
therefor, upon surrender of the old certificates in form
deemed by Service Company properly endorsed for transfer or
redemption accompanied by such documents as Service Company
may deem necessary to evidence the authority of the person
making the transfer or redemption, and bearing satisfactory
evidence of the payment of any applicable share transfer
taxes. Service Company reserves the right to refuse to
transfer or redeem shares until it is satisfied that the
endorsement or signature on the certificate or any other
document is valid and genuine, and for that purpose it may
require a guarantee of signature by such persons as may from
time to time be specified in the prospectus related to such
shares or otherwise authorized by Fund. Service Company also
reserves the right to refuse to transfer or redeem shares
until it is satisfied that the requested transfer or
redemption is legally authorized, and it will incur no
liability for the refusal in good faith to make transfers or
redemptions which, in its judgment, are improper,
unauthorized, or otherwise not
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rightful. Service Company may, in effecting transfers or
redemptions, rely upon Simplification Acts or other statutes
which protect it and Fund in not requiring complete fiduciary
documentation.
D. When mail is used for delivery of share certificates, Service
Company will forward share certificates in "nonnegotiable"
form as provided by Fund by first class mail, all such mail
deliveries to be covered while in transit to the addressee by
insurance arranged for by Service Company.
E. Service Company will issue and mail subscription warrants and
certificates provided by Fund and representing share
dividends, exchanges or split-ups, or act as Conversion Agent
upon receiving written instructions from any officer of Fund
and such other documents as Service Company deems necessary.
F. Service Company will issue, transfer, and split-up
certificates upon receiving written instructions from an
officer of Fund and such other documents as Service Company
may deem necessary.
G. Service Company may issue new certificates in place of
certificates represented to have been lost, destroyed, stolen
or otherwise wrongfully taken, upon receiving indemnity
satisfactory to Service Company, and may issue new
certificates in exchange for, and upon surrender of, mutilated
certificates. Any such issuance shall be in accordance with
the provisions of law governing such matter and any procedures
adopted by the Board of Directors of the Fund of which Service
Company has notice.
H. Service Company will supply a stockholder's list to Fund
properly certified by an officer of Service Company for any
stockholder meeting upon receiving a request from an officer
of Fund. It will also supply lists at such other times as may
be reasonably requested by an officer of Fund.
I. Upon receipt of written instructions of an officer of Fund,
Service Company will address and mail notices to stockholders.
J. In case of any request or demand for the inspection of the
share books of Fund or any other books of Fund in the
possession of Service Company, Service Company will endeavor
to notify Fund and to secure instructions as to permitting or
refusing such inspection. Service Company reserves the right,
however, to exhibit the share books or other books to any
person in case it is advised by its counsel that it may be
held responsible for the failure to exhibit the share books or
other books to such person.
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19. Provisions Relating to Dividend Disbursing Agency.
A. Service Company will, at the expense of Fund, provide a
special form of check containing the imprint of any device or
other matter desired by Fund. Said checks must, however, be of
a form and size convenient for use by Service Company.
B. If Fund wants to include additional printed matter, financial
statements, etc., with the dividend checks, the same will be
furnished to Service Company within a reasonable time prior to
the date of mailing of the dividend checks, at the expense of
Fund.
C. If Fund wants its distributions mailed in any special form of
envelopes, sufficient supply of the same will be furnished to
Service Company but the size and form of said envelopes will
be subject to the approval of Service Company. If stamped
envelopes are used, they must be furnished by Fund; or, if
postage stamps are to be affixed to the envelopes, the stamps
or the cash necessary for such stamps must be furnished by
Fund.
D. Service Company will maintain one or more deposit accounts as
Agent for Fund, into which the funds for payment of dividends,
distributions, redemptions or other disbursements provided for
hereunder will be deposited, and against which checks will be
drawn.
20. Termination of Agreement.
A. This Agreement may be terminated by either party upon sixty
(60) days prior written notice to the other party.
B. Fund, in addition to any other rights and remedies, shall have
the right to terminate this Agreement forthwith upon the
occurrence at any time of any of the following events:
(1) Any interruption or cessation of operations by
Service Company or its assigns which materially
interferes with the business operation of Fund.
(2) The bankruptcy of Service Company or its assigns or
the appointment of a receiver for Service Company or
its assigns.
(3) Any merger, consolidation or sale of substantially
all the assets of Service Company or its assigns.
(4) The acquisition of a controlling interest in Service
Company or its assigns, by any broker, dealer,
investment adviser or investment company except as
may presently exist.
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(5) Failure by Service Company or its assigns to perform
its duties in accordance with this Agreement, which
failure materially adversely affects the business
operations of Fund and which failure continues for
thirty (30) days after written notice from Fund.
(6) The registration of Service Company or its assigns as
a transfer agent under the Securities Exchange Act of
1934 is revoked, terminated or suspended for any
reason.
C. In the event of termination, Fund will promptly pay Service
Company all amounts due to Service Company hereunder. Upon
termination of this Agreement, Service Company shall deliver
all stockholder and account records pertaining to Fund either
to Fund or as directed in writing by Fund.
21. Assignment.
A. Neither this Agreement nor any rights or obligations hereunder
may be assigned by Service Company without the written consent
of Fund; provided, however, no assignment will relieve Service
Company of any of its obligations hereunder.
B. This Agreement including, without limitation, the provisions
of Section 7 will inure to the benefit of and be binding upon
the parties and their respective successors and assigns.
C. Service Company is authorized by Fund to use the system
services of DST Systems, Inc. and the system and other
services, including data entry, of Administrative Management
Group, Inc.
22. Confidentiality.
A. Except as provided in the last sentence of Section 18.J
hereof, or as otherwise required by law, Service Company will
keep confidential all records of and information in its
possession relating to Fund or its stockholders or stockholder
accounts and will not disclose the same to any person except
at the request or with the consent of Fund.
B. Except as otherwise required by law, Fund will keep
confidential all financial statements and other financial
records (other than statements and records relating solely to
Fund's business dealings with Service Company) and all
manuals, systems and other technical information and data, not
publicly disclosed, relating to Service Company's operations
and programs furnished to it by Service Company pursuant to
this Agreement and will not disclose the same to any person
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except at the request or with the consent of Service Company.
Notwithstanding anything to the contrary in this Section 22.B,
if an attempt is made pursuant to subpoena or other legal
process to require Fund to disclose or produce any of the
aforementioned manuals, systems or other technical information
and data, Fund shall give Service Company prompt notice
thereof prior to disclosure or production so that Service
Company may, at its expense, resist such attempt.
23. Survival of Representations and Warranties.
All representations and warranties by either party herein contained
will survive the execution and delivery of this Agreement.
24. Miscellaneous.
A. This Agreement is executed and delivered in the State of
Illinois and shall be governed by the laws of said state.
B. No provisions of this Agreement may be amended or modified in
any manner except by a written agreement properly authorized
and executed by both parties hereto.
C. The captions in this Agreement are included for convenience of
reference only, and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
D. This Agreement shall become effective as of the date hereof.
E. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same
instrument.
F. If any part, term or provision of this Agreement is held by
the courts to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall be
considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
G. With respect to any claim by Service Company for recovery of
that portion of the compensation and expenses (or any other
liability of Fund arising hereunder) allocated to a particular
Portfolio, whether in accordance with the express terms hereof
or otherwise, Service Company shall have recourse solely
against the assets of that Portfolio to satisfy such
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claim and shall have no recourse against the assets of any
other Portfolio for such purpose.
H. This Agreement is the entire contract between the parties
relating to the subject matter hereof and supersedes all prior
agreements between the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized officer as of the day and year first set forth
above.
XXXXXX GLOBAL/INTERNATIONAL SERIES,
INC., on behalf of Growth Fund of Spain
By /s/Xxxx X. Xxxxxx
------------------------------------
Title: President
ATTEST:
/s/Xxxxxxx Xxxx
-----------------------------
Title: Assistant Secretary
XXXXXX SERVICE COMPANY
By /s/Xxxxxx X. illegible
------------------------------------
Title:
ATTEST:
/s/illegible
-----------------------------
Title: Asst. Secretary
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EXHIBIT A
FEE SCHEDULE (MULTIPLE CLASSES OF SHARES)
TRANSFER AGENCY FUNCTION FEE PAYABLE BY FUND
CLASS A and C CLASS B
1. Annual open shareholder account fee (per year per
account):
a. Non-daily dividend series. $6.00 $6.00
b. CDSC account fee. Not Applicable $2.25
c. Non-monetary transaction fee. $2.00 $2.00
2. Annual closed shareholder account fee (per year per $6.00 $6.00
account).
3. Establishment of new shareholder account (per new $4.00 $4.00
account).*
4. Transaction Based Fees
(per transaction):
a. Dividend transaction fee (per dividend per account). $ .40 $ .40
b. Automated transaction fee (per transaction).** $ .50 $ .50
c. Purchase or redemption of shares transaction fee. $1.25 $1.25
d. Audio Response fee. $0.15 $0.15
The out-of-pocket expenses of Service Company will be reimbursed by Fund in
accordance with the provisions of Section 5 of the Agency Agreement.
-----------------
* The new shareholder account fee is not applicable to Class A Share
accounts established in connection with a conversion from Class B
Shares.
** Automated transaction includes, without limitation, money market series
purchases and redemptions, ACH purchases, systematic exchanges and
conversions from Class B Shares to Class A Shares.
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EXHIBIT B
INSURANCE COVERAGE
DESCRIPTION OF POLICY:
Brokers Blanket Bond, Standard Form 14
Covering losses caused by dishonesty of employees, physical
loss of securities on or outside of premises while in
possession of authorized person, loss caused by forgery or
alteration of checks or similar instruments.
Errors and Omissions Insurance
Covering replacement of destroyed records and computer errors
and omissions.
Special Forgery Bond
Covering losses through forgery or alteration of checks or
drafts of customers processed by insured but drawn on or
against them.
Mail Insurance (applies to all full service operations)
Provides indemnity for the following types of securities lost
in the mails:
Non-negotiable securities mailed to domestic
locations via registered mail. Non-negotiable
securities mailed to domestic locations via
first-class or certified mail. Non-negotiable
securities mailed to foreign locations via registered
mail. Negotiable securities mailed to all locations
via registered mail.
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