[Execution Copy]
TRANSFER AGENCY AGREEMENT
AGREEMENT made as of the 10th day of May, 1988 by and between TRUST FOR
CREDIT UNIONS, a Massachusetts business trust (the "Fund"), and XXXXXXX, XXXXX &
CO., a New York limited partnership ("Xxxxxxx Sachs").
W I T N E S S E T H :
WHEREAS, the Fund is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Fund is empowered to issue units of beneficial interest
("Units") in separate series with each such series representing the interests in
a separate portfolio of securities and other assets; and
WHEREAS, the Fund presently offers Units of beneficial interest in the
Money Market Portfolio and the Government Securities Portfolio (such Portfolios
(the "Current Portfolios") together with all other portfolios subsequently
established by the Fund being herein collectively referred to as the
"Portfolios"); and
WHEREAS, the Fund has retained State Street Bank and Trust Company as
custodian of the Fund (the "Custodian") pursuant to a custodian agreement, dated
May 10,1988; and
WHEREAS, the Fund has retained Xxxxxxxx Financial Services, Inc. as
distributor of the Fund's Units (the
("Distributor") pursuant to a distribution agreement, dated May 10, 1988; and
WHEREAS, the Fund desires to retain Xxxxxxx Sachs as Transfer Agent and
Dividend Disbursing Agent and to perform the other services contemplated hereby
with respect to the Fund and each Portfolio and Xxxxxxx Xxxxx desires to accept
such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. APPOINTMENT OF TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.
(a) Subject to the terms set forth in this Agreement, the Fund hereby
appoints Xxxxxxx Sachs as Transfer Agent and Dividend Disbursing Agent and to
perform the other services contemplated hereby with respect to the Fund and each
Portfolio.
(b) Xxxxxxx Xxxxx hereby accepts such appointment and agrees that it
will act as Transfer Agent and Dividend Disbursing Agent and perform the other
services contemplated hereby with respect to the Fund and each Portfolio.
(c) Xxxxxxx Sachs agrees to provide the necessary facilities,
equipment and executive, administrative and clerical personnel to perform its
duties and obligations hereunder in accordance with the terms hereof.
2. DUTIES OF TRANSFER AGENT.
(a) Xxxxxxx Xxxxx shall, subject to any Instructions (as defined in
Section 5 hereof), record the issuance, transfer and redemptions of Units in
accordance with the following provisions of this Section 2.
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(b) After being notified by the Custodian (or, if applicable, its
agent) that the purchase price in respect of orders to purchase Units has been
received in the form of Federal funds, Xxxxxxx Sachs shall compute in accordance
with the Fund's Prospectus and Statement of Additional Information, each dated
May 10, 1988 (such Prospectus and Statement of Additional Information, as
presently in effect and as amended, supplemented and/or superseded from time to
time are herein called the "Prospectus" and "Additional Statement",
respectively) the number of Units to be purchased at the net asset value of such
Units applicable to such order and shall: (i) credit the account of the
purchaser with the number of Units so purchased as of the time contemplated by
the Fund's Prospectus and (ii) in the case of all new accounts and all purchase
of Units of the Government Securities Portfolio, mail to the purchaser a
confirmation of the Distributor of such purchase and notice of such credit
together, in case of new accounts, with a copy of the Prospectus, the
Additional Statement requested by the purchaser) and such additional material as
Xxxxxxx Xxxxx believes appropriate.
(c) Upon receipt of requests for transfer in proper form, Xxxxxxx
Sachs shall transfer on the records of the Fund maintained by it from time to
time Units and shall credit a like amount of Units to the transferee.
(d) Xxxxxxx Xxxxx shall receive and make an adequate and accurate
record of the date and time of receipt of all requests for redemption of Units
transmitted or delivered to it, and shall process such requests in accordance
with the following provisions. If such redemption requests comply with the
standards for
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redemption approved by the Fund (as evidenced by the Fund's Prospectus or by
Instructions), Xxxxxxx Sachs shall compute in accordance with the Fund's
Prospectus the amount of redemption proceeds payable to each Unitholder
requesting redemption and shall advise the Custodian (or, if applicable, its
agent) of the amount each redeeming Unitholder is entitled to receive and that
the Custodian is authorized to effect payment therefor. If any such request for
redemption does not comply with the standards for redemption approved by the
Fund, Xxxxxxx Xxxxx shall take such actions as it reasonably deems appropriate
under the circumstances and shall effect such redemption at the price applicable
to the date and time of receipt of a redemption request (including any necessary
documents) complying with such standards. Xxxxxxx Sachs shall mail to the
redeeming Unitholder a confirmation of the redemption.
3. DUTIES OF DIVIDEND DISBURSING AGENT.
(a) Xxxxxxx Xxxxx shall, as Dividend Disbursing Agent for the Fund and
in accordance with the Prospectus, (i) instruct the Custodian (or, if
applicable, its agent) to wire or otherwise electronically transfer net
investment income and capital gain dividends or distributions to those
Unitholders which have elected to receive such dividends or distributions in
cash, and (ii) credit the account of those Unitholders which have elected to
reinvest such dividends or distributions in additional Units with the requisite
number of additional Units relative to each such dividend or distribution.
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4. ADDITIONAL DUTIES OF XXXXXXX SACHS.
(a) Xxxxxxx Xxxxx shall establish and maintain separate accounts with
respect to each Unitholder. Xxxxxxx Sachs shall maintain records showing for
each Unitholder's account the following: (i) name, address, tax identifying
number and number of Units of each Portfolio held; (ii) historical information
regarding the account, including dividends and distributions paid and date and
price for all transactions; (iii) any stop or restraining order placed against
the account; (iv) information with respect to withholdings in the case of a
foreign account; (v) any dividend or distribution reinvestment order, dividend
or distribution address and correspondence relating to the current maintenance
of the account; and (vi) any information required in order for Xxxxxxx Xxxxx to
perform the calculations and make the determinations contemplated or required by
this Agreement. Xxxxxxx Sachs shall also maintain all records relating to its
activities and obligations under this Agreement in such manner as will enable
the Fund and Xxxxxxx Xxxxx to meet their respective obligations under: (vii) the
Prospectus; (viii) the required recordkeeping and reporting provisions of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), particularly
Section 17A thereof, and of the 1940 Act, particularly Sections 30 and 31
thereof, and State securities or Blue Sky laws, and the rules and regulations
thereunder; and (ix) applicable Federal and State tax laws. The Fund does not,
however, provide sub-accounting services. All records maintained by Xxxxxxx
Sachs in connection with the performance of its duties under this Agreement will
remain the property of the Fund, shall be returned to the Fund promptly upon
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request and, in the event of termination of this Agreement, will be promptly
returned to or delivered as directed by the Fund. Such records may be inspected
by the Fund at reasonable times. In the event such records are returned to or
delivered as directed by the Fund, Xxxxxxx Xxxxx may at its option retain copies
of such records.
(b) Xxxxxxx Sachs shall furnish to the Fund: (a) information as to the
Units of each Portfolio distributed or to be distributed in each State for "Blue
Sky" purposes at such times and in such degree of detail as is necessary for the
Fund to verify the satisfaction of or to satisfy its obligations to register
such Units under applicable "Blue Sky" laws, and (b) copies of Unitholder lists
and other information and statistical data as may reasonably be requested in
Instructions.
(c) Xxxxxxx Xxxxx shall prepare and file with the Internal Revenue
Service and with the appropriate State agencies, and, if required, mail to
Unitholders such returns for reporting, and information as to the Federal income
tax consequences of, dividends and distributions paid, credited or withheld as
are required on the part of the Fund or Xxxxxxx Sachs by the Prospectus or
applicable law or regulation to be so filed and mailed.
(d) Xxxxxxx Xxxxx shall prepare and mail an individual monthly
statement for each Unitholder showing all activity in such Unitholder's account
for the month. Upon request from a Unitholder, Xxxxxxx Sachs shall prepare and
mail a year-to-date statement showing all activity in such Unitholder's account
on a year-to-date basis.
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(e) Xxxxxxx Xxxxx shall mail such Unitholder reports and such proxy
material, proxy cards and other material supplied to it by the Fund in
connection with Unitholder meetings of the Fund and shall receive, examine and
tabulate returned proxies and certify the vote to the Fund, all as and to the
extent requested by the Fund.
(f) Xxxxxxx Sachs shall promptly answer all inquiries by Unitholders
pertaining to their accounts maintained by Xxxxxxx Xxxxx hereunder.
(g) Xxxxxxx Sachs, in the performance of its duties hereunder, shall
act in conformity with the Fund's Agreement and Declaration of Trust dated
September 24, 1987 as amended and restated through December 1, 1987 together
with Amendment No. 1 thereto (such Agreement and Declaration of Trust, as
presently in effect and as amended from time to time, is herein called the
"Trust Agreement"), the Fund's By-laws (such By-laws, as presently in effect and
as amended from time to time, are herein called the "By-laws") and any
Instruction.
(h) Xxxxxxx Xxxxx shall cooperate with the Fund and the Fund's
independent public accountants in connection with: (a) the preparation of
reports to Unitholders of the Fund, to the Securities and Exchange Commission
(including all required periodic and other reports), to State securities
commissioners, and to others, (b) annual and other audits of the books and
records of the Fund, and (c) other matter of a like nature.
(i) Xxxxxxx Sachs shall maintain adequate procedures and systems to
safeguard from loss or damage attributable to fire, theft or any other cause the
Fund's records and other data and
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Xxxxxxx Xxxxx' records, data, equipment, facilities or other property used in
the performance of its obligations hereunder.
5. INSTRUCTIONS.
(a) Xxxxxxx Sachs shall be deemed to have received Instructions (as
that term is used herein) upon receipt of written instructions (including
receipt by telecopier, telegram, cable or Telex), which may be continuing
instructions, signed by a majority of the Trustees of the Fund or by a person
the Trustees shall have from time to time authorized to give the particular
class of Instructions in question. Different persons may be authorized to give
Instructions for different purposes, and Instructions may be general or specific
in terms. A certified copy of a By-law, resolution or action of the Trustees of
the Fund may be received and accepted by Xxxxxxx Xxxxx as conclusive evidence of
the authority of any such persons to act and may be considered to be in full
force and effect until receipt of written notice to the contrary.
(b) The Fund may also authorize one or more designated persons to
issue oral (such term as used herein including, without limitation, telephone)
instructions, specifying the type or types of instructions that may be so
issued, in which case the Fund shall deliver to Xxxxxxx Sachs resolutions of the
Trustees to such effect. One or more of the persons designated by the Trustees
to give oral instructions shall promptly confirm such oral instructions in
writing to Xxxxxxx Xxxxx. Such instructions when given in accordance with the
provisions hereof and with such resolutions shall be deemed Instructions
hereunder. In case of conflict between oral Instructions given by a person
designated in
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the resolution of the Trustees referred to in the first sentence of this
paragraph 5(b) and any written Instructions or any written confirmation or
purported confirmation of oral Instructions, such written Instructions or
confirmation, as the case may be, shall prevail; provided that any transaction
initiated by Xxxxxxx Sachs pursuant to such oral Instructions may, but need not,
be completed by Xxxxxxx Xxxxx notwithstanding Xxxxxxx Sachs' receipt of
conflicting written Instructions hereunder or written confirmation or purported
confirmation of oral Instructions hereunder subsequent to Xxxxxxx Xxxxx'
initiation of such transaction.
6. COMPENSATION.
(a) For the services provided and the expenses assumed by Xxxxxxx
Sachs pursuant to this Agreement, the Fund will pay (or cause to be paid) to
Xxxxxxx Xxxxx as full compensation therefor $18.00 per year per Unitholder
account or such fees as shall be agreed to from time to time and set forth in a
Schedule hereto.
(b) The Fund shall reimburse (or cause reimbursement of) Xxxxxxx Sachs
for the cost of any and all forms (excluding the cost of developing the format
of the form) prepared for use in connection with its actions hereunder, as well
as the cost of postage, telephone and telegraph used in communicating with
Unitholders of the Fund to the extent such communications are required under the
terms of this Agreement. Xxxxxxx Xxxxx shall be entitled to all property rights
to the format of all forms it has prepared for use in connection with its
actions hereunder. Xxxxxxx Sachs hereby grants the Fund a perpetual, non-
exclusive, royalty-free, assignable license to use forms of identical or similar
format to such forms, and all forms for which Xxxxxxx Xxxxx has
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received reimbursement from the Fund shall be and remain the physical property
of the Fund until used. The Fund shall also reimburse (or cause reimbursement
of) Xxxxxxx Sachs for all microfiche, microfilm and other mediums for the
permanent storage of the Fund's records consumed by Xxxxxxx Xxxxx in the
performance of its obligations hereunder. Except as provided in this paragraph
6(b), Xxxxxxx Sachs will pay all expenses incurred by it in connection with the
performance of its duties under this Agreement.
7. DURATION AND TERMINATION.
(a) This Agreement shall continue in full force and effect until
terminated as hereinafter provided, may be amended at any time by mutual
agreement of the parties hereto and may be terminated (except as to the second
and third sentences of paragraph 6(b)) by either party by an instrument in
writing delivered or mailed, postage prepaid, to the other party, such
termination to take effect no sooner than 60 days after the date of such
delivery or mailing.
(b) In connection with the operation of this Agreement, Xxxxxxx Xxxxx
and the Fund may agree from time to time, by written instrument signed by both
parties, on such provisions interpretative of or in addition to the provisions
of this Agreement as may in their joint opinion be consistent with the general
tenor of this Agreement. No interpretive or additional provisions made as
provided in the preceding sentence shall be deemed to be an amendment of this
Agreement.
8. NOTICE.
Without limiting the other provisions hereof, notice and other
writings delivered or mailed postage prepaid to the Fund in
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care of Trust for Credit Unions, 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000,
Attention: X.X. Xxxxxxx, Xx., with copy to Xxxxxx X. Xxxxx, Xxxxx & Xxxxxxx, 000
Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 or to Xxxxxxx Xxxxx at
0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxx X. Xxxxxx, or to such
other address as the Fund or Xxxxxxx Xxxxx may hereafter specify by written
notice of the most recent address specified by the party to whom such notice is
addressed, shall be deemed to have been properly delivered or given hereunder to
the respective addressee.
9. MISCELLANEOUS.
This Agreement shall be binding on and shall inure to the benefit of
the Fund and Xxxxxxx Sachs and their respective successors, shall be construed
according to the laws of Illinois (except as to paragraph 11 hereof which shall
be construed in accordance with the laws of Massachusetts) and may be executed
in two or more counterparts, each of which shall be deemed an original. This
Agreement may not be assigned by Xxxxxxx Xxxxx nor may Xxxxxxx Sachs' duties
hereunder be performed by any other person without the prior written consent of
the Fund authorized and approved by a resolution of the Trustees. The term
"assigned" shall be construed consistently with the term "assignment" as defined
in Section 2(a)(4) of the 1940 Act and Rule 2a-6 thereunder as if such Rule
applied to transfer and dividend disbursing agents. The headings in this
Agreement have been inserted for convenience of reference only and shall not
affect the meaning or interpretation of this Agreement. 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
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not be affected thereby. Any provision in this Agreement requiring compliance
with any statute or regulation shall mean such statute or regulation as amended
and in effect from time to time.
10. AMENDMENT OF AGREEMENT.
This Agreement may be amended by mutual consent, but the consent of
the Fund must be approved by vote of a majority of those Trustees of the Fund
who are not parties to this Agreement or interested persons (as defined in the
0000 Xxx) of any such party, cast in person at a meeting called for the purpose
of voting on such amendment. Any amendment to this Agreement shall only be by
written instrument which shall make specific reference to this Agreement and
which shall be signed by the party against which enforcement of such change,
waiver, discharge or termination is sought.
11. UNITHOLDER LIABILITY.
This Agreement is executed by or on behalf of the Fund and the
obligations hereunder are not binding upon any of the Trustees, officers or
Unitholders of the Fund individually but are binding only upon the Fund and its
assets and property. The Fund's Trust Agreement, as amended, is on file with
the Secretary of The Commonwealth of Massachusetts.
TRUST FOR CREDIT UNIONS
By Xxxx X. Xxxxxxxxx
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as its Chairman
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XXXXXXX, XXXXX & CO.
By Xxxxx X. Xxxxxx
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General Partner
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