TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of 3/20/89, between XXXXX, XXXX AND XXXXX
INTERNATIONAL FUND (the "Trust"), a Massachusetts business trust, having its
principal office and place of business at Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000 and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "Transfer Agent"), a
Massachusetts trust company with principal offices at Xxx Xxxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000.
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter
set forth, the Trust 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,
any Vice President, the Secretary, any Assistant Secretary, Treasurer or any
Assistant Treasurer of the Trust, or any other person, whether or not such
person is an officer or employee of the Trust, duly authorized to give Oral
Instructions or Written Instructions on behalf of the Trust 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 Trust may from time to time deposit,
or cause to be deposited or held under the name or account of such custodian
(pursuant to the Custodian Agreement between the Trust and Boston Safe Deposit
and Trust Company, dated as of , 1989);
(d) "Declaration of Trust" shall mean the Declaration of Trust of
the Trust dated 1/24/89 as the same may be amended from time to time;
(e) "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;
(f) "Prospectus" shall mean the Trust's current prospectus and
statement of additional information relating to the registration of the Trust's
Shares under the Securities Act of 1933, as amended, and the 1940 Act;
-1-
(g) "Shares" refers to shares of beneficial interest of the Trust;
(h) "Shareholder" means a record owner of Shares;
(i) "Trustees" or "Board of Trustees" refers to the duly elected
Trustees of the Trust;
(j) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by the Transfer Agent to be an Authorized
Person and actually received by the Transfer Agent; and
(k) 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 Trust hereby appoints and
----------------------------------
constitutes the Transfer Agent as transfer agent for its Shares and as
shareholder servicing agent for the Trust, and the Transfer Agent
accepts such appointment and agrees to perform the duties hereinafter
set forth.
3. COMPENSATION
------------
(a) The Trust 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. Schedule A does not include out-of-pocket disbursements of the Transfer
Agent for which the Transfer Agent shall be entitled to xxxx the Trust
separately.
The Transfer Agent will xxxx the Trust as soon as practicable after
the end of each calendar month, and said xxxxxxxx will be detailed in accordance
with the Schedule A. The Trust will promptly pay to the Transfer Agent the
amount of such billing.
Out-of-pocket disbursements shall include, but shall not be limited
to, the items specified in the written schedule of out-of-pocket charges annexed
hereto as Schedule B and incorporated herein. Schedule B may be modified by the
Transfer Agent upon not less than 30 days' prior written notice to the Trust.
Unspecified out-of-pocket expenses shall be limited to those out-of-pocket
expenses reasonably incurred by the Transfer Agent in the performance of its
obligations hereunder. Reimbursement by the Trust for expenses incurred by the
Transfer Agent in any month shall be made as soon as practicable after the
receipt of an itemized xxxx from the Transfer Agent.
-2-
(b) Any compensation agreed to hereunder may be adjusted from time
to time 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 Trust 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 Declaration of Trust, as amended;
(b) A certified copy of the By-laws of the Trust, as amended;
(c) A copy of the resolution of the Trustees authorizing the
execution and delivery of this Agreement;
(d) If applicable, a specimen of the certificate for Shares of the
Trust in the form approved by the Trustees, with a certificate of the Secretary
of the Trust 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 Trust;
(f) A certified list of Shareholders of the Trust with the name,
address and taxpayer identification number of each Shareholder, and the number
of Shares of the Trust held by each, certificate numbers and denominations (if
any certificates have been issued), lists of any accounts against which stop
transfer orders have been placed, together with the reasons therefore, and the
number of Shares redeemed by the Trust;
(g) An opinion of counsel for the Trust with respect to the
validity of the Shares and the status of such Shares under the Securities Act of
1933, as amended; and
(h) A signature card bearing the signatures of any Officer of the
Trust or other Authorized Person who will sign Written Instructions.
5. FURTHER DOCUMENTATION. The Trust will also furnish from time to time
----------------------
the following documents:
(a) Each resolution of the Trustees authorizing the original
issuance of Shares;
-3-
(b) The Registration Statement of the Trust and all pre-effective
and post-effective amendments thereto filed with the Commission;
(c) A certified copy of each amendment to the Declaration of Trust
and the By-laws of the Trust;
(d) Certified copies of each vote of the Trustees designating
Authorized Persons;
(e) Certificates as to any change in any Officer or Trustee of the
Trust;
(f) 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 TRUST. The Trust represents to the Transfer
-----------------------------
Agent that all outstanding Shares are validly issued, fully paid upon
settlement and non-assessable by the Trust. When Shares are hereafter
issued in accordance with the terms of the Trust's Declaration of Trust
and its Prospectus, such Shares shall be validly issued, fully paid
upon settlement and non-assessable by the Trust.
In the event that the Trustees shall declare a distribution payable
in Shares, the Trust shall deliver to the Transfer Agent written notice of such
declaration signed on behalf of the Trust by an officer thereof, 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 Declaration of Trust of the Trust which may be
required has been filed and is effective. Such notice shall be accompanied by an
opinion of counsel for the Trust relating to the legal adequacy and effect of
the transaction.
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 Trust and shall be expressed in a written schedule of duties of
the Transfer Agent annexed hereto as Schedule C and incorporated
herein.
-4-
8. RECORD KEEPING 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, by the federal tax laws and
regulations and those records pertaining to the various functions
performed by it hereunder which are set forth in Schedule C hereto. All
records shall be the property of the Trust and shall be available
during regular business hours for inspection and use by the Trust and
shall be surrendered promptly to the Trust upon request. Where
applicable, such records shall be maintained by the Transfer Agent for
the periods and in the places required by Rule 31a-2 under the 1940
Act.
Upon reasonable notice by the Trust, 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 Trust, or any person retained by the Trust.
9. OTHER DUTIES. In addition to the duties expressly set forth in Schedule
-------------
C 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 Trust and the
Transfer Agent. Such other duties and functions shall be reflected in a
written amendment to Schedule C, dated and signed by an officer of each
party hereto. The compensation for such other duties and functions
shall be reflected in a written amendment to Schedule B pursuant to
Section 3(c) hereof.
10. RELIANCE BY TRANSFER AGENT: INSTRUCTIONS
----------------------------------------
(a) The Transfer Agent will be protected in acting upon Written or
Oral Instructions 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
Trust. 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 Trust and the proper countersignature of the
Transfer Agent.
(b) At any time the Transfer Agent may apply to any Authorized
Person of the Trust for Written Instructions and may seek advice from legal
counsel for the Trust, 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
Trust or for the Transfer Agent. Written Instructions requested by the Transfer
Agent will be provided by the Trust 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
-5-
them by any person representing or acting on behalf of the Trust 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: (i) the legality of the issuance or sale of
any Shares or the sufficiency of the amount to be received therefor; (ii) the
legality of the redemption of any Shares in accordance with procedures mutually
agreed upon by the parties, or the propriety of the amount to be paid therefor;
(iii) in accordance with procedures approved by the Trust, the legality of the
declaration of any dividend by the Trustees, or the legality of the issuance of
any Shares in payment of any dividend; or (iv) the legality of any
recapitalization or readjustment of the Shares.
11. ACTS OF GOD, ETC. The Transfer Agent will not be liable or responsible
-----------------
for delays or errors by reason of circumstances beyond its control,
including acts of civil or military authority, national emergencies,
labor difficulties, 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 Trust 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 not
resulting from the bad faith or negligence of the Transfer Agent, and
arising out of, or in connection with, its duties on behalf of the
Trust hereunder. In addition, the Trust 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: (i) 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; (ii) any action taken in accordance with written or
oral advice reasonably believed by the Transfer Agent to have been
given by counsel for the Trust or its own counsel; or (iii) 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 Trust to
the Transfer Agent in connection with this Agreement.
-6-
In any case in which the Trust may be asked to indemnify or hold
the Transfer Agent harmless, the Trust shall be advised of all pertinent facts
concerning the situation in question and the Transfer Agent will use reasonable
care to identify and notify the Trust promptly concerning any situation which
presents or appears likely to present a claim for indemnification against the
Trust. The Trust shall have the option to defend the Transfer Agent against any
claim which may be the subject of this indemnification, and, in the event that
the Trust so elects, such defense shall be conducted by counsel chosen by the
Trust and reasonably satisfactory to the Transfer Agent, and thereupon the Trust
shall take over complete defense of the claim and the Transfer Agent shall
sustain no further legal or other expenses in such situation for which it seeks
indemnification under this Section 12. The Transfer Agent will not confess any
claim or make any compromise in any case in which the Trust will be asked to
provide indemnification, except with the Trust's prior written consent. The
obligations of the parties hereto under this Section shall survive the
termination of this Agreement.
13. TERM AND TERMINATION.
---------------------
(a) This Agreement shall become effective on the date first set
forth above and shall continue in effect from year to year thereafter unless
terminated pursuant to Section 13(b) of the Agreement.
(b) This Agreement may be terminated by either party on 120 days,
written notice without payment of any penalty provided that in the event that
the Transfer Agent elects to discontinue its transfer agent services to all of
its non-affiliated investment companies, the Transfer Agent shall provide the
Trust with 240 days' written notice prior to such termination date or such
shorter period as the parties may mutual agreed. In the event such notice is
given by the Trust, it shall be accompanied by a resolution of the Board of
Trustees, 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 Trust, the Transfer Agent will deliver to such
successor a certified list of shareholders of the Trust (with names, addresses
and taxpayer identification or Social Security numbers and such other federal
tax information as the Transfer Agent may be required to maintain), 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 Trust, 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.
14. AMENDMENT. This Agreement may not be amended or modified in any manner
-----------
except by a written agreement executed by both parties.
-7-
15. SUBCONTRACTING. The Trust agrees that the Transfer Agent may, in its
---------------
discretion, subcontract for certain of the services described under
this Agreement or the Schedules hereto; provided that the appointment
of any such subcontractor shall not relieve the Transfer Agent of its
responsibilities hereunder and provided further that the appointment of
a subcontractor other than an affiliate of the Transfer Agent shall be
preceded by 30 days written notice to the Trust.
16. USE OF TRANSFER AGENT'S NAME. The Trust 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 Trust in a manner not approved prior thereto in writing; 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 commission.
17. USE OF TRUST'S NAME. The Transfer Agent shall not use the name of the
--------------------
Trust or material relating to the Trust on any documents or forms for
other than internal use in a manner not approved prior thereto in
writing; provided, that the Trust 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 commission.
18. SECURITY. The Transfer Agent represents and warrants that, to best of
---------
its knowledge the various procedures and system 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
Trust'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 judgement are required for the
secure performance of its obligations hereunder. The parties shall
review such systems and procedures on a periodic basis.
19. MISCELLANEOUS
-------------
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust 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 Trust:
-8-
Xxxxx, Xxxx and Xxxxx International Fund
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxx
To the Transfer Agent:
Boston Safe Deposit and Trust Company
Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxx Xxxxx
(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 without the written consent of the
other party.
(c) This Agreement shall be construed in accordance with the laws
of the Commonwealth of Massachusetts.
(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.
(f) All books, records, data and other information pertaining to
the Trust and its shareholders, including without limitation the names and
addresses of such shareholders, shall be maintained as confidential by the
Transfer Agent, its employees and its subcontractors, if any, and neither the
Transfer Agent nor such employees or subcontractors shall use any of such
information for any reason other than performing their respective obligations
under this Agreement, and shall not disclose or turn over any of such
information to any other person or entity unless required by law or requested by
the Trust to do so.
20. LIABILITY OF TRUSTEES OFFICERS AND SHAREHOLDERS. The execution and
------------------------------------------------
delivery of this Agreement have been authorized by the Trustees of the
Trust and signed by an authorized officer of the Trust, acting as such,
and neither such authorization by such Trustees 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
Trustees or shareholders of the Trust, but bind only the trust property
of the Trust as provided in the Declaration of Trust.
-9-
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.
XXXXX, XXXX AND XXXXX
INTERNATIONAL FUND
By:
----------------------------------
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By:
---------------------------------
-10-
TRANSFER AGENCY AGREEMENT
FEE SCHEDULE
SCHEDULE A
WPG International Fund agrees to pay Boston Safe Deposit and Trust
Company an annual fee of $15.00 per open shareholder account. Such fee to be
payable monthly by WPG International Fund and calculated on 1/12 basis.
SPECIAL SERVICES
----------------
Fees for activities of a non-recurring nature such as portfolio
consolidation or reorganization, extraordinary shipment and preparation of
special reports will be subject to negotiation.
-11-
SCHEDULE B
OUT-OF-POCKET EXPENSES
----------------------
The Trust shall reimburse the Transfer Agent monthly for the
following out-of-pocket expenses:
o postage
o mailing, including labor charges
o forms
o outgoing wire charges
o telephone
o Federal Reserve charges for check clearance
o retention of records
o microfilm/microfiche
o stationery
o insurance
o if applicable, terminals, transmitting lines and any expenses
incurred in connection with such terminals and lines
o all other miscellaneous expenses reasonably incurred by the
Transfer Agent
The Trust agrees that postage and mailing expenses will be paid on
the day of or prior to mailing as agreed with the Transfer Agent. Any expense
representing a purchase exceeding $5,000 must be approved by the Trust in
writing prior to the purchase. In addition, the Trust will promptly reimburse
the Transfer Agent for any other expenses incurred by the Transfer Agent as to
which the Trust and the Transfer Agent mutually agree that such expenses are not
otherwise properly borne by the Transfer Agent as part of its duties and
obligations under the Agreement.
-12-
SCHEDULE C
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
their addresses and taxpayer identification numbers 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 Trust. 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, and shall report to the
Trust on such matters from time to time as the Trust may reasonably
require.
3. STATE REGISTRATION REPORTS. The Transfer Agent shall furnish the Trust
---------------------------
on a state-by-state basis, sales reports, such periodic and special
reports as the Trust 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 Trust and the Transfer Agent.
4. SHARE CERTIFICATES
------------------
(a) At the expense of the Trust, the Transfer Agent shall maintain
an adequate supply of blank share certificates for each Portfolio to meet the
Transfer Agent's requirements therefor. Such share certificates shall be
properly signed by facsimile. The Trust agrees that, notwithstanding the death,
resignation, or removal of any Officer of the Trust whose signature appears on
such certificates, the Transfer Agent may continue to countersign certificates
which bear such signatures until otherwise directed by the Trust.
(b) The Transfer Agent shall issue replacement share certificates
in lieu of certificates which have been lost, stolen or destroyed without any
further action by the Board of Trustees or any Officer of the Trust, upon
receipt by the Transfer Agent of properly executed affidavits and lost
certificate bonds, in form satisfactory to the Transfer Agent, with the Trust
and the Transfer Agent as obligees under the bond.
-13-
(c) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby and the holder of
record. With respect to shares held in open accounts or uncertificated form,
I.E., no certificate being issued with respect thereto, the Transfer Agent shall
maintain comparable records of the record holders thereof, including their
names, addresses and taxpayer identification numbers. The Transfer Agent shall
further maintain a stop transfer record on lost and/or replaced certificates.
5. MAILING COMMUNICATIONS TO SHAREHOLDERS; PROXY MATERIALS. The Transfer
--------------------------------------------------------
Agent will address and mail to Shareholders of the Trust, all reports
to Shareholders, such other communications as the Trust may authorize,
dividend and distribution notices and proxy material for the Trust's
meetings of Shareholders. In connection with meetings of Shareholders,
the Transfer Agent will prepare Shareholder lists, mail and certify as
to the mailing of proxy materials, process and tabulate returned proxy
cards, report on proxies voted prior to meetings, act as inspector of
election at meetings and certify Shares voted at meetings.
6. 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 Trust, or drawn or endorsed to the
Distributor of the Trust's Shares 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 and
price per Share, and the amount of money to be delivered to the Custodian of the
Trust for the sale of such Shares. Upon receipt of an order to purchase shares
from a broker or dealer pursuant to procedures with such be mutually agreed
between the Trust Agent and the Transfer Agent, the Transfer shall record the
number of shares sold for the account of such broker or dealer, the trade date
and price per share, and the amount of money to be delivered to the Custodians
of the Trust for the sale of such Shares and shall confirm such order and amount
to the broker or dealer promptly in accordance with industry practice.
(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.
-14-
(c) CONFIRMATION. The Transfer Agent shall send to the
-------------
purchaser/shareholder a confirmation of each purchase 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 as the Trust 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 of Trust where it has received a Written
Instruction from the Trust or written notice from any appropriate Federal or
state authority that the sale of the Shares of the Trust 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:
(i) give prompt notice of such return to the Trust or its designee; (ii) place a
stop transfer order against all Shares issued as a result of such check or
order; and (iii) take such actions as the Transfer Agent may from time to time
deem appropriate.
7. 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 Trust's Prospectus or as
authorized by the Trust pursuant to Written Instructions, including, but not
limited to, all requests from shareholders to redeem Shares of each Portfolio
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.
The Transfer Agent reserves the right to refuse to transfer or
redeem Shares until it is satisfied that the endorsement on the instructions is
valid and
-15-
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 judgement, 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 Commonwealth of Massachusetts,
which in the opinion of legal counsel for the Trust or of its own legal counsel
protect it in not requiring certain documents in connection with the transfer or
redemption of Shares. The Trust may authorize the Transfer Agent to waive the
signature guarantee in certain cases by Written Instructions.
For the purpose of the redemption of Shares of each Portfolio which
have been purchased within 15 days of a redemption request, the Trust shall
provide the Transfer Agent with Written Instructions (see Exhibit 2 hereto)
concerning the time within which such requests may be honored.
(b) NOTICE TO CUSTODIAN AND TRUST. When Shares are redeemed, the
------------------------------
Transfer Agent shall, upon receipt of the instructions and documents in proper
form, deliver to the Custodian and the Trust a notification setting forth the
applicable Portfolio and the number of Shares to be redeemed. Such redemptions
shall be reflected on appropriate accounts maintained by the Transfer Agent
reflecting outstanding Shares of the Trust 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 Trust's Prospectus; provided, however, that the
Transfer Agent shall pay the proceeds of any redemption of Shares purchased
within a period of time agreed upon in writing by the Transfer Agent and the
Trust only in accordance with procedures agreed to in writing by the Transfer
Agent and the Trust for determining that good funds have been collected for the
purchase of such Shares, such written procedures attached to this Schedule as
Exhibit 2. The Trust 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 said written procedures.
-16-
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 Trust's net asset value.
(d) CONFIRMATION. The Transfer Agent shall send to the redeeming
-------------
shareholder a confirmation of each redemption which will show the new share
balance, the Shares held under a particular plan, if any, for withdrawing
investments, the price paid for the redeemed Shares, or will be in such other
form as the Trust and the Transfer Agent may agree from time to time.
8. DIVIDENDS
---------
(a) NOTICE TO TRANSFER AGENT AND CUSTODIAN. Upon the declaration of
---------------------------------------
each dividend and each capital gains distribution by the Board of Trustees of
the Trust with respect to Shares of a Portfolio, the Trust shall furnish to the
Transfer Agent a copy of a resolution of its Board of Trustees certified by the
Secretary setting forth with respect to Shares of such Portfolio, 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 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 of such
class at net asset value.
On or before the payment date specified in such resolution of the
Board of Trustees, the Trust will cause the Custodian of the Trust 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 payment date, automatically reinvest all dividends in
additional Shares at net asset value (determined on the record date of such
dividend) with respect to shareholders who have elected such reinvestment, and
mail to each shareholder on a monthly 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. All other dividends shall be paid in
cash, by check, to shareholders or their designees.
(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 a Portfolio of the Trust as of the
record date, the
-17-
Transfer Agent will, upon notifying the Trust, 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.
-18-
Exhibit 1
to
SCHEDULE C
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:
o Name and Address (Zip Code)
o Balance of Shares held by Transfer Agent
o State of residence code
o Beneficial owner code: i.e. male, female, joint tenant, etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
o Tax information (certified tax information number, any backup
withholding)
o Telephone numbers
B. OTHER DAILY ACTIVITY
--------------------
o 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 Trust).
o Furnish a Statement of Additional Information to any
shareholder who requests (in writing or by telephone) such
statement from the Transfer Agent.
o Examine and process Share purchase applications in accordance
with the Prospectus.
o Furnish Forms W-9 and W-8 to all shareholders whose initial
subscriptions for Shares did not include taxpayer
identification numbers.
-19-
o Process additional payments into established shareholder
accounts in accordance with the Prospectus.
o Upon receipt of proper instructions and all required
documentation, process requests for redemption of Shares.
o 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 Trust in accordance with
written procedures set forth in the Trust's Prospectus.
o Examine and process all transfers of Shares, ensuring that
all transfer requirements and legal documents have been
supplied.
o Issue and mail replacement checks.
C. REPORTS PROVIDED TO THE TRUST
-----------------------------
Furnish the following reports to the Trust:
o Daily financial totals
o Monthly Form N-SAR information (sales/redemptions)
o Monthly report of outstanding Shares
o Monthly analysis of accounts by beneficial owner code
o Monthly analysis of accounts by share range
o Bi-monthly analysis of sales by state; provide a "warning
system" that informs the Trust when sales of Shares in
certain states are within a specified percentage of the
Shares registered in the state.
D. DIVIDEND ACTIVITY
-----------------
o Calculate and process Share dividends and distributions as
instructed by the Trust.
o Compute, prepare and mail all necessary reports to
shareholders, federal and/or state authorities as requested
by the Trust.
-20-
E. MEETINGS OF SHAREHOLDERS
------------------------
o 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.
o Prepare and submit to the Trust an Affidavit of Mailing.
o At the time of the meeting, furnish a certified list of
Shareholders, hard copy, microfilm or microfiche and, if
requested by the Trust, Inspectors of Election.
F. PERIODIC ACTIVITIES
-------------------
o Cause to be mailed reports, Prospectuses, and any other
enclosures requested by the Trust (material must be adaptable
to mechanical equipment of Transfer Agent or its agents).
-21-
Exhibit 2
to
SCHEDULE C
It is hereby agreed between the Trust and the Transfer Agent that
Shares purchased by personal check may be redeemed only after they are deemed to
have been collected in accordance with the attached check-aging schedule. The
check-aging schedule, which is based upon a shareholder's address of record,
designates the number of days between the receipt of an investment check by the
Transfer Agent and the date on which funds provided by such checks will be
deemed to have been collected.
-22-
CHECK-AGING SCHEDULE
STATE STATE NUMBER
CODE ABBREV. STATE DESCRIPTION OF DAYS
-------- ------- ----------------- -------
01 AL Alabama 9
02 AK Alaska 15
03 AZ Arizona 12
04 AR Arkansas 9
05 CA California 13
06 CO Colorado 11
07 CT Connecticut 7
00 XX Xxxxxxxx 0
00 XX Xxxxxxxx xx Xxxxxxxx 8
10 FL Florida 9
11 GA Georgia 9
12 HI Hawaii 15
13 ID Idaho 11
14 IL Illinois 10
15 IN Indiana 10
16 IA Iowa 10
17 KS Kansas 10
18 KY Kentucky 9
19 LA Louisiana 9
20 ME Maine 7
21 MD Maryland 8
22 MA Massachusetts 7
23 MI Michigan 10
-23-
STATE STATE NUMBER
CODE ABBREV. STATE DESCRIPTION OF DAYS
-------- ------- ----------------- -------
24 MN Minnesota 10
25 MS Mississippi 10
26 MO Missouri 10
27 MT Montana 11
28 NE Nebraska 10
29 NV Nevada 11
30 NH New Hampshire 7
31 NJ New Jersey 8
32 NM New Mexico 11
33 NY New York 8
34 NC North Carolina 9
35 ND North Dakota 11
36 OH Ohio 10
37 OK Oklahoma 11
38 OR Oregon 12
39 PA Pennsylvania 8
00 XX Xxxxx Xxxxxx 0
00 XX Xxxxx Xxxxxxxx 9
42 SD South Dakota 11
43 TN Tennessee 9
44 TX Texas 11
45 UT Utah 12
46 VT Vermont 7
47 VA Virginia 9
48 WA Washington 12
-24-
STATE STATE NUMBER
CODE ABBREV. STATE DESCRIPTION OF DAYS
-------- ------- ----------------- -------
49 WV West Virginia 9
50 WI Wisconsin 10
51 WY Wyoming 11
52 PR Puerto Rico 16
53 53 APO, FPO New York 0
54 54 APO, FPO California 0
55 55 Other U.S. Possessions 0
56 56 Foreign Addresses 0
-25-
ADDENDUM TO THE TRANSFER AGENCY AGREEMENT
THIS ADDENDUM effective April 1, 1997 (the "Addendum") is made to
the Transfer Agency Agreement dated March 20, 1989 (the "Transfer Agency
Agreement") by and between Xxxxx Xxxx and Xxxxx International Fund (the "Trust")
and First Data Investor Services Group, Inc. (formerly known as The Shareholder
Services Group, Inc., a successor in interest to Boston Safe Deposit and Trust
Company) (the "Transfer Agent").
The Agreement is amended as follows:
1. Modify Section III "Minimum Monthly Fees" of Schedule A, dated November
1, 1990 by adding the following sentence as the last sentence in this
section:
"Effective April 1, 1997, for any month in which the Trust does not
have enough open and closed accounts to generate a fee of at least
$2,170, the Trust shall pay the Transfer Agent a fee of $2,170 for
that month."
This Addendum contains the entire understanding among the parties with
respect to the transactions contemplated hereby. To the extent that any
provision of this Addendum modifies or is otherwise inconsistent with any
provision of the prior agreements and related agreements, this Addendum shall
control, but the prior agreements and all related documents shall otherwise
remain in full force and effect.
IN WITNESS WHEREOF, each party has caused this Addendum to be executed
by its duly authorized representative on the date first stated above.
FIRST DATA INVESTOR SERVICES XXXXX XXXX AND XXXXX
GROUP, INC. INTERNATIONAL FUND
By: By:
---------------------------- ----------------------------
Name: Name:
-------------------------- --------------------------
Title: Title:
------------------------- -------------------------
-26-
XXXXX, XXXX AND XXXXX INTERNATIONAL FUND
AMENDMENT TO THE TRANSFER AGENCY AGREEMENT
This amendment, effective as of November 1, 1990, is made to the
Transfer Agency Agreement dated March 20, 1989 (the "1989 Agreement") between
XXXXX, XXXX AND XXXXX INTERNATIONAL FUND (the "Fund"), a Massachusetts business
trust, and THE SHAREHOLDER SERVICES GROUP, INC., (the "Transfer Agent"), a
Massachusetts corporation. The 1989 Agreement is amended as follows:
1. TRANSFER AGENT FEES. Schedule A of the 1989 Agreement is deleted and
--------------------
replaced with the attached Schedule A.
2. OUT-OF-POCKET EXPENSES. The following provisions are added to Schedule
-----------------------
B of the 1989 Agreement.
- Ad hoc reporting
- Incoming wires @ $6.00 per wire, Outgoing nonrepetitive wires
@ $9.00 per wire and Outgoing repetitive wires @ $6.00 per
wire.
Payment by the Fund for out-of-pocket fees shall be made as soon as
practicable but no later than 30 days after the receipt of a xxxx from
the Transfer Agent.
3. This Amendment contains the entire understanding among the parties with
respect to the transactions contemplated hereby. To the extent that any
provision of this Amendment modifies or is otherwise inconsistent with
any provision of the 1989 Agreement and related agreements, this
Amendment shall control, but the 1989 Agreement and all related
documents shall otherwise remain in full force and effect.
-27-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized officers, as of the day and year first above written.
XXXXX, XXXX AND XXXXX INTERNATIONAL FUND
by:
-------------------------------------
Title:
-------------------------------
THE SHAREHOLDER SERVICES GROUP, INC.
by:
------------------------------------
Title:
-------------------------------
-28-
TRANSFER AGENCY AGREEMENT
FEE SCHEDULE
SCHEDULE A
Payment by the Fund for the following fees shall be made as soon as
practicable but no later than 30 days after the receipt of a xxxx from the
Transfer Agent.
I. OPEN ACCOUNT FEES
-----------------
Effective November 1, 1990, the Fund shall pay the Transfer Agent an
annualized fee of $15.00 per shareholder account that is open during any monthly
period.
Effective September 1, 1991, the Fund shall pay the Transfer Agent an
annualized fee of $16.00 per shareholder account (the "1991 Rate") that is open
during any monthly period.
Effective November 1, 1992, the per account fee shall be increased from
the 1991 Rate by a percentage amount equal to two percent more than the
percentage increase in the then current Consumer Price Index (all urban
consumers) or its successor index, with a maximum increase of 7% (the "1992
Rate").
Effective November 1, 1993, the per account fee shall be increased from
the 1992 Rate by a percentage amount equal to two percent more than the
percentage increase in the then current Consumer Price Index (all urban
consumers) or its successor index, with a maximum increase of 5%.
Open Account fees shall be billed by the Transfer Agent monthly in
arrears on a prorated basis of 1/12th of the annualized fee for all accounts
that are open during such month.
II. CLOSED ACCOUNT FEES
-------------------
Effective November 1, 1990, the Fund will pay the Transfer Agent an
annual fee of $3.00 per closed account. On no less than an annual basis, the
Transfer Agent shall purge closed accounts based on the Fund's criteria. The
Fund shall be charged Closed Account Fees only on closed accounts that exist
after such purge.
III. MINIMUM MONTHLY FEES
---------------------
In the event that the Fund does not have enough open and closed
accounts to generate a fee of at least $1,500 for any month during the period
from November 1,
-29-
1990 to September 1, 1991, the Fund shall pay the Transfer Agent a fee of $1,500
for that month. In the event that the Fund does not have enough open and closed
accounts to generate a fee of at least $2,000 for any month during the period
from September 1, 1991 to November 1, 1992, the Fund shall pay the Transfer
Agent a fee of $2,000 for that month.
IV. XXX FEES
--------
Effective November 1, 1990, the Transfer Agent will directly xxxx the
accounts of shareholders participating in a Xxxxx, Xxxx and Xxxxx Individual
Retirement Account (XXX), a Xxxxx, Xxxx and Xxxxx Simplified Employment Plan
Individual Retirement Account (SEP XXX), or a Xxxxx, Xxxx and Xxxxx Self
Employed Retirement Plan the following charges:
- Account Set Up Fee $5.00 per account set up
- Retirement Account $10.00 per plan account, per year
Maintenance Fee
- Premature Distribution $10.00 per account
Effective January 1, 1991, the Account Set Up Fee will increase to
$10.00 per account set up and the Retirement Account Maintenance Fee will
increase to $15.00 per plan account, per year.
V. SERVICE CHARGES
---------------
The following service charges will be paid by the Fund as soon as
practicable but no later than 30 days after the receipt of an itemized xxxx from
the Transfer Agent.
- Programming enhancements of the System @ a base rate of $100 per
hour, plus or minus variances as approved by the Fund
- Overtime expenses incurred in the performance of servicing
responsibilities, as approved by the Fund in writing prior to the
work being performed, based upon estimates provided by TSSG
- Transmissions processing @ the rate of $500 per month
- Sorting advisor statements @ the rate of $400 per month.
-30-
CONSENT TO ASSIGNMENT
Reference is made to the Transfer Agency Agreement dated as of March
20, 1989, and all amendments and supplements thereto (collectively, the
"Transfer Agency Agreement"), by and between Xxxxx, Xxxx and Xxxxx International
Fund (the "Fund") and Boston Safe Deposit and Trust Company ("Boston Safe"),
pursuant to which Boston Safe provides certain transfer agent duties for the
Fund.
The undersigned, a duly authorized officer of the Fund, hereby agrees
and consents, on behalf of the Fund and in accordance with the provisions of the
Transfer Agency Agreement, to the assignment of the Transfer Agency Agreement by
Boston Safe to The Shareholder Services Group, Inc., a wholly-owned subsidiary
of American Express Information Services Company, a Massachusetts corporation
("TSSG"), and the undersigned further agrees and consents on behalf of the
Transfer Agent to the assignment of the Transfer Agency Agreement. Such consents
shall be effective as of June 19, 1989.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized officers.
XXXXX, XXXX & XXXXX INTERNATIONAL FUND
by:
-----------------------------------
Title:
-----------------------------
THE SHAREHOLDER SERVICES GROUP, INC.
by:
-----------------------------------
Title:
-----------------------------
-31-
