EXHIBIT (9)(b)
AGENCY AGREEMENT
TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of November 15, 1996, between Xxxxxx Managed Portfolios
(the "Fund"), a Massachusetts business trust, having its principal office and
place of business at #0 Xxxxx Xxxx, Xxxxx, Xxxxx Xxxxxx 00000, and ND
Resources, Inc. (the "Transfer Agent"), a corporation organized under the laws
of the State of North Dakota with its principal place of business at #0 Xxxxx
Xxxx, Xxxxx, Xxxxx Xxxxxx 00000.
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set forth,
the Fund and the Transfer Agent agree as follows:
1. Definitions.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following
meanings:
(a) "Authorized Person" shall be deemed to include the President, the
Vice President, the Secretary, and the Treasurer of the Fund, the
persons listed in Appendix A hereto, and any other person, whether or
not such person is an officer of the Fund, duly authorized to give
Oral Instructions or Written Instructions on behalf of the Fund as
indicated in a certificate furnished to the Transfer Agent pursuant to
Section 5(d) or 5(e) hereof as may be received by the Transfer Agent
from time to time.
(b) "Commission" shall have the meaning given it in the 1940 Act.
(c) "Custodian" refers to the custodian and any sub-custodian of all
securities and other property which the Fund may from time to time
deposit or cause to be deposited or held under the name or account of
such custodian.
(d) "Articles of Incorporation" shall mean the Fund's Articles of
Incorporation as now in effect and as the same may be amended from
time to time.
(e) "Officer" shall mean the President, Vice President, Secretary,
and Treasurer of the parties hereto.
(f) "Oral Instructions" shall mean instructions, other than written
instructions, actually received by the Transfer Agent from a person
reasonably believed by the Transfer Agent to be an Authorized
Person.
(g) "Prospectus" shall mean any current prospectus and statement of
additional information relating to the registration of the Fund's
shares under the Securities Act of 1933, as amended, and the 1940 Act.
(h) "Shares" refers to the units into which the shareholders'
proprietary interests in the Fund are divided.
(i) "Shareholder" means a record owner of Shares;
(j) "Directors" or "Board of Directors" refers to the duly elected
Directors of the Fund.
(k) "Written Instructions" shall mean a written or electronic
communication actually received by the Transfer Agent from an
Authorized Person or from a person reasonably believed by the Transfer
Agent to be an Authorized Person by telex or any other such system
whereby the receiver of such communication is able to verify through
codes or otherwise with a reasonable degree of certainty the
authenticity of the sender of such communications.
(1) The "1940 Act" refers to the Investment Company Act of 1940, and
the Rules and Regulations promulgated thereunder, all as amended from
time to time.
2. Appointment of the Transfer Agent.
The Fund hereby appoints and constitutes the Transfer Agent as
transfer agent for its Shares and as Shareholder servicing agent, and
the Transfer Agent accepts such appointment and agrees to perform the
duties hereinafter set forth.
3. Compensation.
(a) The Fund will compensate the Transfer Agent for the performance of
its obligations hereunder in accordance with the fees set forth in the
written schedule of fees annexed hereto as Schedule A and incorporated
herein.
The Transfer Agent will xxxx the Fund as soon as practicable
after the end of each calendar month, and said xxxxxxxx will be
detailed in accordance with the Schedule A. The Fund will promptly pay
to the Transfer Agent the amount of such billing.
(b) Any compensation agreed to hereunder may be adjusted from time to
time upon mutual agreement by both parties hereto by attaching to
Schedule A of this Agreement a revised Fee Schedule, dated and signed
by an Officer of each party hereto.
4. Documents.
In connection with the appointment of the Transfer Agent, the
Fund shall, on or before the date this Agreement goes into effect, but
in any case, within a reasonable period of time for the Transfer Agent
to prepare to perform its duties hereunder, furnish the Transfer Agent
with the following documents:
(a) A certified copy of the Fund's Articles of Incorporation, as
amended.
(b) A certified copy of the Fund's Bylaws, as amended.
(c) A copy of the resolution of the Directors authorizing execution
and delivery of this Agreement.
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(d) If applicable, a specimen of the certificate for Shares of the
Fund in the form approved by the Directors, with a certificate of the
Secretary of the Fund as to such approval.
(e) All account application forms and other documents relating to
Shareholder accounts or to any plan, program, or service offered by
the Fund.
5. Further Documentation.
The Fund will also furnish from time to time the following
documents:
(a) The Fund's Registration Statement and each subsequent amendment
to the Fund's Registration Statement that is filed with the
Commission.
(b) Certificates as to any change in any Officer, Director, or
Investment Adviser of the Fund.
(c) Such other certificates, documents, or opinions as the Transfer
Agent deems to be appropriate or necessary for the proper performance
of its duties hereunder.
6. Representations of the Fund.
The Fund represents to the Transfer Agent that Shares will be
issued in accordance with the terms of the Articles of Incorporation
and the Prospectus and that such Shares shall be validly issued, fully
paid, and non-assessable by the Fund.
In the event that the Directors shall declare a distribution
payable in Shares, the Fund shall deliver to the Transfer Agent
written notice of such declaration signed on behalf of the Fund by an
Officer of the Fund, upon which the Transfer Agent shall be entitled
to rely for all purposes, certifying (i) the number of Shares
involved, (ii) that all appropriate action has been taken, and (iii)
that any amendment to the Articles of Incorporation which may be
required has been filed and is effective. Such notice shall be
accompanied by an opinion of counsel for the Fund relating to the
legal adequacy and effect of the transaction. This provision shall not
apply to Shares to be issued in the normal course of reinvestment of
any distributions or dividends in accordance with the Fund's
Prospectus.
7. Duties of the Transfer Agent.
The Transfer Agent shall be responsible for administering and/or
performing transfer agent functions; for acting as service agent in
connection with dividend and distribution functions; and for
performing Shareholder account and administrative agent functions in
connection with the issuance, transfer, and redemption or repurchase
(including coordination with the Custodian) of Shares. The operating
standards and procedures to be followed shall be determined from time
to time by agreement between the Transfer Agent and the Fund and shall
be expressed in a written schedule of duties of the Transfer Agent
annexed hereto as Schedule B and incorporated herein.
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8. Recordkeeping and Other Information.
The Transfer Agent shall create and maintain all necessary
records in accordance with all applicable laws, rules and regulations,
including, but not limited to, records required by Section 31(a) of
the 1940 Act and those records pertaining to the various functions
performed by it hereunder which are set forth in Schedule B hereto.
All records shall be available during regular business hours for
inspection and use by the Fund. Where applicable, such records shall
be maintained by the Transfer Agent for the periods and in the places
required by Rule 3la-2 under the 1940 Act.
Upon reasonable notice by the Fund, the Transfer Agent shall make
available during regular business hours its facilities and premises
employed in connection with the performance of its duties under this
Agreement for reasonable visitation by the Fund or any person retained
by the Fund.
To the extent required by said Section 31 and the rules and
regulations thereunder, the Transfer Agent agrees that all such
records prepared and maintained by the Transfer Agent relating to the
services to be performed by the Transfer Agent hereunder are the
property of the Fund.
The Transfer Agent and the Fund agree that all books, records,
information, and data pertaining to the business of the other party
which are exchanged or received in connection with this Agreement
shall remain confidential and shall not be voluntarily disclosed to
any person, except as may be required by law. In the case of any
requests or demands for any inspection of the Shareholder records of
the Fund, the Transfer Agent will endeavor to notify the Fund and to
secure instructions from an authorized Officer of the Fund as to such
inspection.
9. Other Duties.
In addition to the duties expressly set forth in Schedule B to
this Agreement, the Transfer Agent shall perform such other duties and
functions, and shall be paid such amounts therefor, as may from time
to time be agreed upon in writing between the Fund and the Transfer
Agent. Such other duties and functions shall be reflected in a written
amendment to Schedule B, dated and signed by an Officer of each party
hereto.
10. Reliance by Transfer Agent; Instructions.
(a) The Transfer Agent will be protected in acting upon Written or
Oral Instructions, as appropriate, believed to have been executed or
orally communicated by an Authorized Person and will not be held to
have any notice of any change of authority of any person until receipt
of a Written Instruction thereof from the Fund. The Transfer Agent
will also be protected in processing Share certificates which it
reasonably believes to bear the proper manual or facsimile signatures
of the Officers of the Fund and the proper countersignature of the
Transfer Agent.
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(b) At any time the Transfer Agent may apply to any Authorized Person
of the Fund for Written Instructions and may seek advice from legal
counsel for the Fund, or its own legal counsel, with respect to any
matter arising in connection with this Agreement, and it shall not be
liable for any action taken or not taken or suffered by it in good
faith in accordance with such Written Instructions or in accordance
with the opinion of counsel for the Fund or for the Transfer Agent;
provided, however, that if such reliance involves a potential material
loss to the Fund, the Transfer Agent will advise the Fund of any such
action(s) to be taken in accordance with the opinion of counsel to the
Transfer Agent. Written Instructions requested by the Transfer Agent
will be provided by the Fund within a reasonable period of time. In
addition, the Transfer Agent, its officers, agents, or employees,
shall accept Oral Instructions or Written Instructions given to them
by any person representing or acting on behalf of the Fund only if
said representative is known by the Transfer Agent, or its officers,
agents, or employees, to be an Authorized Person. The Transfer Agent
shall have no duty or obligation to inquire into, nor shall the
Transfer Agent be responsible for, the legality of any act done by it
upon the request or direction of an Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation to
inquire into, and shall not be liable for
(1) the legality of the issuance or sale of any Shares or the
sufficiency of the amount to be received therefor;
(2) the legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor;
(3) the legality of the declaration of any dividend by the
Directors, or the legality of the issuance of any Shares in
payment of any dividend; or
(4) the legality of any recapitalization or readjustment of the
Shares.
11. Acts of God, Etc.
Neither the Transfer Agent nor the Fund will be liable or
responsible for delays or errors by reason of circumstances beyond its
reasonable control, including acts of civil or military authority,
national emergencies, fire, mechanical breakdown beyond its control,
flood or catastrophe, acts of God, insurrection, war, riots, or
failure beyond its control of transportation, communication, or power
supply.
12. Duty of Care and Indemnification.
The Fund and the Transfer Agent will indemnify each other against
and hold the other party harmless from any and all losses, claims,
damages, liabilities, or expenses (including reasonable counsel fees
and expenses) resulting from any claim, demand, action, or suit not
resulting from the bad faith or negligence of the other party, and
arising out of, or in connection with, the duties and responsibilities
described hereunder. In addition, the Fund will indemnify the Transfer
Agent against and hold it harmless from any and all losses, claims,
damages, liabilities, or expenses (including reasonable counsel fees
and expenses) resulting from any claim, demand, action, or suit as a
result of:
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(1) any action taken in accordance with Written or Oral
Instructions, or any other instructions, or Share certificates
reasonably believed by the Transfer Agent to be genuine and to be
signed, countersigned or executed, or orally communicated by an
Authorized Person;
(2) any action taken in accordance with written or oral advice
reasonably believed by the Transfer Agent to have been given by
counsel for the Fund or its own counsel; or
(3) any action taken as a result of any error or omission in any
record (including but not limited to magnetic tapes, computer
printouts, hard copies, and microfilm copies) delivered or caused
to be delivered by the Fund to the Transfer Agent in connection
with this Agreement.
In any case in which the Fund or the Transfer Agent may be asked
to indemnify or hold the other party harmless, the requesting party
will provide the other party with all pertinent facts concerning the
situation in question and will use reasonable care to identify and
provide notice of any situation which presents or appears likely to
present a claim for indemnification. Each party shall have the option
to defend the other party against any claim which may be the subject
of this indemnification, and in the event that a party so elects, such
defense shall be conducted by counsel chosen by the party making such
election; and such counsel shall be satisfactory to the other party,
and thereupon such electing party shall take over complete defense of
the claim, and the requesting party shall sustain no further legal or
other expenses in such situation for which it seeks indemnification
under this Section 12. Neither party will confess any claim or make
any compromise in any case in which the other party will be asked to
provide indemnification, except with the other party's prior written
consent. The obligations of the parties hereto under this Section
shall survive the termination of this Agreement.
13. Term and Termination.
This Agreement shall become effective on the date first set forth
above (the "Effective Date") and shall continue in effect from year to
year thereafter as the parties may mutually agree; provided, that
either party hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such
termination, which shall be not less than 60 days after the date of
receipt of such notice. In the event such notice is given by the Fund,
it shall be accompanied by a resolution of the Board of Directors of
the Fund, certified by the Secretary, electing to terminate this
Agreement and designating a successor transfer agent or transfer
agents. Upon such termination and at the expense of the Fund, the
Transfer Agent will deliver to such successor a certified list of
Shareholders of the Fund (with names, addresses, and taxpayer
identification or Social Security numbers), an historical record of
the account of each Shareholder and the status thereof, and all other
relevant books, records, correspondence, and other data established or
maintained by the Transfer Agent under this Agreement in the form
reasonably acceptable to the Fund, and will cooperate in the transfer
of such duties and responsibilities, including provisions for
assistance from the Transfer Agent's personnel in the establishment of
books, records, and other data by such successor or successors.
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14. Amendment.
This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.
15. Subcontracting.
Except as otherwise provided below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the express written consent of the other party. The Transfer
Agent may, in its sole discretion and without further approval from
the Fund, subcontract, in whole or in part, for the performance of its
obligations and duties hereunder with any person or entity including,
but not limited to, any affiliate or subsidiary; provided, however,
that (a) the Transfer Agent shall remain fully responsible to the Fund
for the acts and omissions of any agent or subcontractor as it is for
its own acts and omissions, and (b) to the extent that the Transfer
Agent subcontracts any functions or activities required or performed
by a registered transfer agent, the subcontracting party shall be a
duly registered transfer agent with the appropriate regulatory agency
as required under Section 17A of the Securities Exchange Act of 1934
and the rules and regulations thereunder, as amended.
16. Use of Transfer Agent's Name.
The Fund shall not use the name of the Transfer Agent in any
Prospectus, Statement of Additional Information, Shareholders' report,
sales literature, or other material relating to the Fund for other
than internal use, in a manner not approved prior thereto; provided,
that the Transfer Agent shall approve all reasonable uses of its name
which merely refer in accurate terms to its appointment hereunder or
which are required by the Commission or a state securities
administrator.
17. Use of the Fund's Name.
The Transfer Agent shall not use the name of the Fund or material
relating to the Fund on any documents or forms for other than internal
use in a manner not approved prior thereto in writing; provided, that
the Fund shall approve all reasonable uses of its name which merely
refer in accurate terms to the appointment of the Transfer Agent or
which are required by the Commission or a state securities
administrator.
18. Security.
The Transfer Agent represents and warrants that, to the best of
its knowledge, the various procedures and systems which the Transfer
Agent has implemented or will implement with regard to safeguarding
from loss or damage attributable to fire, theft, or any other cause
(including provision for 24 hours-a-day restricted access) of the
Fund's records and other data and the Transfer Agent's records, data,
equipment, facilities, and other property used in the performance of
its obligations hereunder are adequate and that it will make such
changes therein from time to time as in its judgment are required for
the secure performance of its obligations hereunder. The parties shall
review such systems and procedures on a periodic basis.
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19. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or the Transfer Agent
shall be sufficiently given if addressed to that party and received by
it at its office set forth below or at such other place as it may from
time to time designate in writing.
To the Fund:
Xxxxxx Managed Portfolios
#0 Xxxxx Xxxx
Xxxxx, XX 00000
To the Transfer Agent:
ND Resources, Inc.
#0 Xxxxx Xxxx
Xxxxx, XX 00000
(b) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund
without the written consent of the other party.
(c) This Agreement shall be construed in accordance with the laws of
the State of North Dakota.
(d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original; but such counterparts
shall, together, constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
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20. Liability of Directors, Officers, and Shareholders.
The execution and delivery of this Agreement have been authorized
by the Directors of the Fund and signed by an authorized Officer of
the Fund, acting as such, and neither such authorization by such
Directors nor such execution and delivery by such Officer shall be
deemed to have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the Directors or Shareholders of
the Fund, but bind only the property of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers thereunder duly authorized as of
the day and year first above written.
XXXXXX MANAGED PORTFOLIOS
By
---------------------------------
Date: November 15, 1996
Agreed and Accepted by:
ND RESOURCES, INC.
By
---------------------------------
Date: November 15, 1996
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APPENDIX A
We, Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx, President and Secretary,
respectively, of Xxxxxx Managed Portfolios (the "Fund"), a Massachusetts
business trust, do hereby certify that the following individuals have been duly
authorized as Authorized Persons to give Oral Instructions and Written
Instructions on behalf of the Fund, and the signatures set forth opposite their
respective names are their true and correct signatures:
Name Signature
---- ---------
Xxxxxx X. Xxxxxxx -----------------------------
W. Xxx Xxxxxx -----------------------------
----------------------------------
Xxxxxx X. Xxxxxxx
----------------------------------
Xxxxx X. Xxxxx
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SCHEDULE A*
FEE SCHEDULE
TRANSFER AGENT CHARGES
ND RESOURCES, INC.
PERCENTAGE
FUND SIZE (NET ASSET VALUE) OF 1%
--------------------------- ----------
$ 0 TO $10,000,000 .16
10,000,001 TO 25,000,000 .13
25,000,001 TO 40,000,000 .11
40,000,001 TO 50,000,000 .10
50,000,001 AND LARGER .09
*Amounts due under the above Fee Schedule are payable monthly and shall be
calculated as follows: The net asset value of all outstanding Fund shares
within each category (e.g., $0 to $10,000,000 is one category, $10,000,001 to
$25,000,000 is another, etc.) shall be multiplied by the percentage of 1%
applicable to such category and the product thereof divided by 12. The same
procedure shall be followed for each category in which the Fund has net asset
values. The amounts derived by multiplying the net asset value of each
category by the applicable percentages shall then be added together to
determine the amount payable for that month. By way of example only, if the
Fund had net assets of $10,500,000 for the month in question, the computation
would be as follows:
$10,000,000 x .0016 / 12 = $1,333.33
500,000 x .0013 / 12= 54.17
---------
$1,387.50
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SCHEDULE B
DUTIES OF THE TRANSFER AGENT
----------------------------
(See Exhibit 1 for Summary of Services.)
1. Shareholder Information.
The Transfer Agent shall maintain a record of the number of
Shares held by each holder of record which shall include his address
and taxpayer identification number and which shall indicate whether
such Shares are held in certificated or uncertificated form.
2. Shareholder Services.
The Transfer Agent will investigate all Shareholder inquiries
relating to Shareholder accounts and will answer all correspondence
from Shareholders and others relating to its duties hereunder and such
other correspondence as may from time to time be mutually agreed upon
between the Transfer Agent and the Fund. The Transfer Agent shall keep
records of Shareholder correspondence and replies thereto and of the
lapse of time between the receipt of such correspondence and the
mailing of such replies.
3. State Registration Reports.
The Transfer Agent shall furnish on a state-by-state basis sales
reports and such periodic and special reports as the Fund may
reasonably request and such other information, including Shareholder
lists and statistical information concerning accounts, as may be
agreed upon from time to time between the Fund and the Transfer Agent.
4. Mailing Communications to Shareholders; Proxy Materials.
The Transfer Agent will address and mail to Shareholders of the
Fund all reports to Shareholders, dividend and distribution notices,
and proxy material for the Fund's meetings of Shareholders. In
connection with meetings of Shareholders, the Transfer Agent will
report on proxies voted prior to meetings, act as inspector of
election at meetings, if so requested by the Fund, and certify Shares
voted at meetings.
5. Sales of Shares.
(a) Processing of Investment Checks or Other Investments. Upon receipt
of any check or other instrument drawn or endorsed to it as agent for,
or identified as being for the account of the Fund for the purchase of
Shares, the Transfer Agent shall stamp the check with the date of
receipt, shall forthwith process the same for collection, and shall
record the number of Shares sold, the trade date, the price per Share,
and the amount of money to be delivered to the Custodian of the Fund
for the sale of such Shares.
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(b) Issuance of Shares. Upon receipt of notification that the
Custodian has received the amount of money specified in the
immediately preceding paragraph, the Transfer Agent shall issue to and
hold in the account of the purchaser/Shareholder, or if no account is
specified therein, in a new account established in the name of the
purchaser, the number of Shares such purchaser is entitled to receive,
as determined in accordance with applicable federal law or regulation.
(c) Statements. On a quarterly basis, the Transfer Agent shall send
to the purchaser/Shareholder a statement of purchases which will show
the new Share balance, the Shares held under a particular plan, if
any, for withdrawing investments, the amount invested and the price
paid for the newly purchased Shares, or will be in such other form of
statement as the Fund and the Transfer Agent may agree from time to
time.
(d) Suspension of Sale of Shares. The Transfer Agent shall not be
required to issue any Shares where it has received a Written
Instruction from the Fund or written notice from any appropriate
federal or state authority that the sale of the Shares of the Fund has
been suspended or discontinued, and the Transfer Agent shall be
entitled to rely upon such Written Instructions or written
notification.
(e) Taxes in Connection with Issuance of Shares. Upon the issuance of
any Shares in accordance with the foregoing provisions of this
Section, the Transfer Agent shall not be responsible for the payment
of any original issue or other taxes required to be paid in connection
with such issuance.
(f) Returned Checks. In the event that any check or other order for
the payment of money is returned unpaid for any reason, the Transfer
Agent will:
(1) give prompt notice of such return to the Fund or its
designee;
(2) place a stop transfer order against all Shares issued as a
result of such check or order; and
(3) take such actions as the Transfer Agent may from time to time
deem appropriate.
6. Redemptions.
(a) Requirements for Transfer or Redemption of Shares. The Transfer
Agent shall process all requests from Shareholders to transfer or
redeem Shares in accordance with the procedures set forth in the
Prospectus and all determinations of the number of Shares required to
be redeemed to fund designated monthly payments, automatic payments,
or any other such distribution or withdrawal plan.
The Transfer Agent will transfer or redeem Shares upon receipt of
Written Instructions and Share certificates, if any, properly endorsed
for transfer or redemption, accompanied by such documents as the
Transfer Agent reasonably may deem necessary to evidence the authority
of the person making such transfer or redemption, and bearing
satisfactory evidence of the payment of stock transfer taxes, if any.
Except to the extent inconsistent with the procedures set forth
in the Prospectus, the Transfer Agent reserves the right to refuse to
transfer or redeem Shares until it is satisfied that the endorse-
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ment on the instructions is valid and genuine, and for that purpose it
will require a guarantee of signature by a member firm of a national
securities exchange, by any national bank or trust company, or by any
member bank of the Federal Reserve system. The Transfer Agent 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 shall incur no liability for the refusal, in good
faith, to make transfers or redemptions which the Transfer Agent, in
its good judgment, deems improper or unauthorized, or until it is
reasonably satisfied that there is no basis to any claims adverse to
such transfer or redemption.
The Transfer Agent may, in effecting transactions, rely upon the
provisions of the Uniform Act for the Simplification of Fiduciary
Security Transfers or the provisions of Article 8 of the Uniform
Commercial Code, as the same may be amended from time to time in the
State of North Dakota, which in the opinion of legal counsel for the
Fund or of its own legal counsel protect it in not requiring certain
documents in connection with the transfer or redemption of Shares. The
Fund may authorize the Transfer Agent to waive the signature guarantee
in certain cases by Written Instructions.
For the purpose of the redemption of Shares which have been
purchased within 15 days of a redemption request, the Transfer Agent
may refuse to redeem such Shares until the Transfer Agent has received
fed funds for the purchase of such Shares.
(b) Notice to Custodian and Fund. When Shares are redeemed, the
Transfer Agent shall, upon receipt of the instructions and documents
in proper form, deliver to the Custodian and the Fund a notification
setting forth the number of Shares to be redeemed. Such redemptions
shall be reflected on appropriate accounts maintained by the Transfer
Agent reflecting outstanding Shares and Shares attributed to
individual accounts and, if applicable, any individual withdrawal or
distribution plan.
(c) Payment of Redemption Proceeds. The Transfer Agent shall, upon
receipt of the moneys paid to it by the Custodian for the redemption
of Shares, pay to the Shareholder, or his authorized agent or legal
representative, such moneys as are received from the Custodian, all in
accordance with the redemption procedures described in the Prospectus;
provided, however, that the Transfer Agent shall pay the proceeds of
any redemption of Shares purchased within 15 days of a redemption
request to the Transfer Agent upon a determination that good funds
have been collected for the purchase of such Shares. The Fund shall
indemnify the Transfer Agent for any payment of redemption proceeds or
refusal to make such payment if the payment or refusal to pay is in
accordance with this Section.
The Transfer Agent shall not process or effect any redemptions
pursuant to a plan of distribution or redemption or in accordance with
any other Shareholder request upon the receipt by the Transfer Agent
of notification of the suspension of the determination of the Fund net
asset value.
7. Dividends.
(a) Notice to Transfer Agent and Custodian. Upon the declaration of
each dividend and each capital gains distribution by the Board of
Directors of the Fund with respect to Shares, the Fund shall furnish
to the Transfer Agent a copy of a resolution of its Board of Directors
certified by the Secretary setting forth with respect to the Shares
the date of the declaration of such dividend or distribution, the ex-
dividend date, the date of payment thereof, the record date as of
which
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Shareholders entitled to payment shall be determined, the amount
payable per Share to the Shareholders of record as of that date, the
total amount payable to the Transfer Agent on the payment date, and
whether such dividend or distribution is to be paid in Shares at net
asset value.
On or before the payment date specified in such resolution of the
Board of Directors, the Fund will cause the Custodian of the Fund to
pay to the Transfer Agent sufficient cash to make payment to the
Shareholders of record as of such payment date.
(b) Payment of Dividends by the Transfer Agent. The Transfer Agent
will, on the designated monthly payment date, automatically reinvest
all dividends in additional Shares at net asset value (determined on
such date) and mail to each Shareholder on a quarterly basis at his
address of record, or such other address as the Shareholder may have
designated, a statement showing the number of full and fractional
Shares (rounded to three decimal places) then currently owned by the
Shareholder and the net asset value of the Shares so credited to the
Shareholder's account; provided, however, that if the Transfer Agent
has on file a direction by the Shareholder to pay income dividends or
capital gains dividends, or both, in cash, such dividends shall be
paid in accordance with such instructions; and provided further, that
in the event of the return of two consecutive dividend checks as
undeliverable, Transfer Agent shall change such Shareholder account to
a reinvestment account if so provided in the Prospectus.
(c) Insufficient Funds for Payments. If the Transfer Agent does not
receive sufficient cash from the Custodian to make total dividend
and/or distribution payments to all Shareholders of the Fund as of the
record date, the Transfer Agent will, upon notifying the Fund,
withhold payment to all Shareholders of record as of the record date
until such sufficient cash is provided to the Transfer Agent.
(d) Information Returns. It is understood that the Transfer Agent
shall file such appropriate information returns concerning the payment
of dividends, return of capital, and capital gain distributions with
the proper federal, state, and local authorities as are required by
law to be filed and shall be responsible for the withholding of taxes,
if any, due on such dividends or distributions to Shareholders when
required to withhold taxes under applicable law.
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Exhibit 1
to
Schedule B
SUMMARY OF SERVICES
The services to be performed by the Transfer Agent shall be as follows:
A. DAILY RECORDS
Maintain daily on disc the following information with respect to each
Shareholder account as received:
. Name and Address (Zip Code)
. Balance of Shares held by Transfer Agent
. State of residence code
. Beneficial owner code: i.e., male, female, joint tenant, etc.
. Dividend code (reinvestment)
. Number of Shares held in certificate from
B. OTHER DAILY ACTIVITY
. Answer written inquiries relating to Shareholder accounts
(Matters relating to portfolio management, distribution of
Shares, and other management policy questions will be referred to
the Fund.).
. Furnish a Statement of Additional Information to any Shareholder
who requests (in writing or by telephone) such statement from the
Transfer Agent.
. Examine and process Share purchase applications in accordance
with the Prospectus.
. Furnish Forms W-9 to all Shareholders whose initial subscriptions
for Shares did not include taxpayer identification numbers.
. Process additional payments into established Shareholder accounts
in accordance with the Prospectus.
. Upon receipt of proper instructions and all required
documentation, process requests for redemption of Shares.
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. Identify redemption requests made with respect to accounts in
which Shares have been purchased within an agreed-upon period of
time for determining whether good funds have been collected with
respect to such purchase and process as agreed by the Transfer
Agent and the Fund in accordance with written procedures set
forth in the Fund's Prospectus.
. Examine and process all transfers of Shares, ensuring that all
transfer requirements and legal documents have been supplied.
. Issue and mail replacement checks.
C. REPORTS PROVIDED TO THE FUND
Furnish the following reports to the Fund:
. Daily financial totals
. Blue sky reports
. Monthly Form N-SAR information (sales/redemptions)
. Monthly report of outstanding Shares
. Monthly analysis of accounts by beneficial owner code
. Monthly analysis of accounts by Share range
. Analysis of sales by state; provide a "warning system" that
informs the Fund when sales of Shares in certain states are
within a specified percentage of the Shares registered in the
state
D. DIVIDEND ACTIVITY
. Calculate and process Share dividends and distributions as
instructed by the Fund.
. Compute, prepare, and mail all necessary reports to Shareholders,
federal, and/or state authorities as requested by the Fund.
E. MEETINGS OF SHAREHOLDERS
. Cause to be mailed proxy and related material for all meetings of
Shareholders. Tabulate returned proxies (Proxies must be
adaptable to mechanical equipment of the Transfer Agent or its
agents.) and supply daily reports when sufficient proxies have
been received. Costs incurred in providing this service will be
an out-of-pocket expense of the Transfer Agent.
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. Prepare and submit to the Fund an Affidavit of Mailing.
. At the time of the meeting, furnish a certified list of
Shareholders, hard copy, microfilm, or microfiche and, if
requested by the Fund, Inspectors of Election.
F. PERIODIC ACTIVITIES
. Cause to be mailed reports, Prospectuses, and any other
enclosures requested by the Fund (Material must be adaptable to
mechanical equipment of Transfer Agent or its agents.)
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