TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made as of this 30th day of April, 1993 by and between
XXXXXXX & XXXXXX FUND, INC. (the "Fund"), a Maryland corporation, and XXXXXXX
& XXXXXX ADVISORS, INC. (the Transfer Agent" of "M&N"), a New York
corporation.
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 Transfer Agent will be a transfer agent registered under the
Securities Exchange Act of 1934; and
WHEREAS, the Transfer Agent and the Fund are parties to an Advisory
Agreement dated April 30, 1993, (the Advisory Agreement).
WHEREAS, the Fund desires the Transfer Agent to provide, and the Transfer
Agent is willing to provide, in addition to the services provided under the
Advisory Agreement, transfer agent services to Shareholders of the Fund's
portfolios listed in Schedule A which is attached hereto and made a part of
this Agreement, and such other portfolios, or classes of portfolios, as the
Fund and the Transfer Agent may agree on ("Portfolios"), on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Transfer Agent hereby agree as
follows:
ARTICLE 1. Retention of the Transfer Agent. The Fund hereby retains
the Transfer Agent to act as the Transfer Agent of the Portfolios and to
furnish the Portfolios with the transfer agent services as set forth below.
The Transfer Agent hereby accepts such employment to perform the duties set
below.
The Transfer Agent shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Fund in any way and shall
not be deemed an agent of the Fund. All of the Transfer Agent's duties shall
be subject always to the objectives, policies and restrictions contained in
the Fund's current registration statement under the 1940 Act, the Fund's
Articles of Incorporation and By-Laws, to the provisions of the 1940 Act, and
to any other guidelines that may be established by the Fund's Directors and
which are furnished to the Transfer Agent by the Fund.
The Fund warrants that it has or shall deliver to the Transfer Agent:
a copy of the Articles of Incorporation of the Fund, incorporating all
amendments thereto, certified by the Secretary or Assistant Secretary of the
Fund;
an opinion of counsel to the Fund with respect to (i) the legality and
continuing existence of the Fund, (ii) the number of Shares, and (iii) the
number of Shares authorized for issuance and stating that upon issuance
they will be validly issued and non-assumable; and
the Fund's Secretary's or Assistant Secretary's certificate as to the
authorized outstanding Shares of the Fund, its address to which notices
may be sent, the names and specimen signatures of its officers who are
authorized to sign instructions or requests to the Transfer agent on
behalf of the Fund, and then name and address of legal counsel to the
Fund. In the event of any future amendment or change in respect of any of
the foregoing, prompt written notification of such change shall be given
by the Fund to the Transfer Agent together with copies of all relevant
resolutions, instruments or other documents, specimen signatures,
certificates, opinions or the like as the Transfer Agent may deem
necessary or appropriate.
ARTICLE 2. Transfer Agent Services. The Transfer Agent will act as
Transfer Agent for the Portfolios' accounts and, as such, will record in an
account (the "Account") the total number of Shares of each Portfolio issued
and outstanding from time to time and will maintain Share transfer records in
which it will note the names and registered addresses of Shareholders, and the
number of Shares from time to time owned by each of them. Each Shareholder
will be assigned one or more account numbers.
The Transfer Agent is authorized to set up accounts for Shareholders and
record transactions in the accounts on the basis of instructions received from
Shareholders when accompanied by remittance in an appropriate amount and from
as provided in the Fund's then current prospectus. Whenever Shares are
purchased or issued, the Transfer Agent shall credit the Account with the
Shares issued credit the proper number Shares to the appropriate Shareholder
and issue certificates upon request.
Likewise, whenever the Transfer Agent has occasion to redeem Shares owned
by a Shareholder, the Fund authorizes the Transfer Agent to process the
transaction by making appropriate entries in its Share transfer records and
debiting the Account.
Upon notification by the Fund's Custodian of the receipt of funds through
the Federal Reserve wire system or conversion into Federal funds of funds
transmitted by other means for the purchase of Shares in accordance with the
Fund's current prospectus, the Transfer Agent shall notify the Fund f such
deposits on a daily basis.
The Transfer Agent shall credit each Shareholder's account with the
number of Shares purchased according to the price of the Shares in effect for
such purchases determined in the manner set forth in the Fund's then current
prospectus. The Transfer Agent shall process each order for the redemption of
Shares from or on behalf of a Shareholder's instructions and the then current
prospectus.
The requirements as to instruments of transfer and other documentation,
the applicable redemption price and the time of payment shall be a provided
for in the then current prospectus, subject to such supplemental requirements
consistent with such prospectus as may be established by mutual agreement
between the Fund and the Transfer Agent.
If the Transfer Agent or the Fund's Distributor determines that a request
for redemption does not comply with the requirements for redemption, the
Transfer Agent shall promptly so notify the Shareholder, together with the
reason therefor, and shall effect such redemption at the price next determined
after receipt of documents complying with said standards.
On each day that the Fund's Custodian and the New York Stock Exchange are
open for business ("Business Day"), the Transfer Agent shall notify the
Custodian of the amount of cash or other assets required to meet payments made
pursuant to the provisions of the Article 2, and the Fund shall instruct the
Custodian to make available from time to time sufficient funds or other assets
therefor.
The authority of the Transfer Agent to perform its responsibilities as to
purchases and redemptions shall be suspended upon receipt by it of
notification from the Securities and Exchange Commission or the Directors of
the suspension of the determination of the Fund's net asset value.
In registering transfers, the Transfer Agent may rely upon the opinion of
counsel in not requiring complete documentation, in registering transfers
without inquiry into adverse claims, in delaying registration for purposes of
such inquiry, or in refusing registration where in its judgment an adverse
claim requires such refusal.
ARTICLE 3. Compensation of the Transfer Agent.
(A) Transfer Agent. For the services to be rendered, the facilities
furnished and the expenses assumed by the Transfer Agent pursuant to this
Agreement, the Fund shall pay to the Transfer Agent compensation at an
annual rate specified in the Schedule B which is attached hereto and made
a part of this Agreement. Such compensation shall be accrued daily, and
paid to the Transfer Agent monthly.
(B) Survival of Compensation Rights. All rights of compensation under
this Agreement for services performed as of the termination date shall
survive the termination of this Agreement.
ARTICLE 4. Limitation of Liability of the Transfer Agent. The duties
of the Transfer Agent shall be confined to those expressly set forth herein,
and no implied duties are assumed by or may be asserted against the Transfer
Agent hereunder. The Transfer Agent shall not be liable for any error of
judgement or mistakes of law or for any act or omission in carrying out its
duties hereunder, except a loss resulting from willful misfeasance, bad faith
or gross negligence in the performance of its duties, or be reason of reckless
disregard of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable state law which cannot be waived or
modified hereby. (As used in this Article 4, the term "Transfer Agent" shall
include directors, officers, employees, sub-contractors and other corporate
agents of the Transfer Agent as well as that corporation itself).
So long as the Transfer Agent does not violate the standard of care set
forth herein, the Fund assumes full responsibility and shall indemnify the
Transfer Agent and hold it harmless from and against any and all actions,
suits and claims, whether groundless or otherwise, and from and against any
and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses and attorney's fees) arising directly or indirectly out
of said administration, transfer agency, and dividend disbursing relationships
to the Fund or any other service rendered to the Fund hereunder. The
indemnity and defense provisions set forth herein shall indefinitely survive
the termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In
order that the indemnification provision contained herein shall apply,
however, it is understood that if any case the Fund may be asked to indemnify
or hold the Transfer Agent harmless, the Fund shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and it is
further understood that the Transfer Agent will use all reasonable care to
identify and notify the Fund promptly concerning any situation which presents
or appears likely to present the probability of such a claim for
indemnification against the Fund, but failure to do so in good faith shall not
effect the rights hereunder.
The Transfer Agent may apply to the fund at any time for instructions and
may consult counsel for the Fund or its own counsel and with accountants and
other experts with respect to any matter arising in connection with the
Transfer Agent's duties and the Transfer Agent shall not be liable or
accountable for any action taken or omitted by it in good faith in accordance
with such instruction or with the opinion of such counsel, accountant or other
experts.
The Transfer Agent shall be protected in acting upon any document which
it reasonably believes to genuine an to have been signed or presented by the
proper person or persons. Nor shall the Transfer agent be held to have notice
of any change of authority of any officers, employee or agent of the fund
until receipt of written notice thereof from the Fund.
ARTICLE 5. Activities of the Transfer Agent. The services of the
Transfer Agent rendered to the Fund are not to be deemed to be exclusive. The
Transfer Agent is free to render such services to others and to have other
businesses and interests. It is understood that Directors, officers,
employees and Shareholders of the Fund are or may be or become interested in
the Transfer Agent, as directors, officers, employees and shareholders of the
Transfer Agent and its counsel are or may be or become similarly interested in
the Fund, and that the Transfer Agent may be or become interested in the Fund
as a Shareholder or otherwise.
ARTICLE 6. Term of this Agreement. This Agreement shall remain in
effect for 2 years after the date of the Agreement and shall continue in
effect thereafter, for periods of one year so long as such a continuance is
specifically approved (i) by the vote of a majority of the Directors of the
Fund and (ii) by the majority of the Directors of the fund who are not parties
to this Agreement or interested persons of any such party, cast in person at a
Board of Directors meeting called for the purpose of voting in such approval.
M&N reserves the right to terminate this Agreement if the Advisory Agreement
is terminated for any reason. Upon termination of this Agreement all
out-of-pocket expenses are associated with the movement of records and
material will be borne by the fund.
In the event of a material breach of this Agreement by either party, the
non-breaching party shall notify the breaching party in writing of such breach
and upon receipt of such notice, the breaching party shall have 45 days to
remedy the breach or the non-breaching party may terminate this Agreement
immediately.
This Agreement shall not be assignable by either party without the
written consent of the other party, provided that a transfer of this Agreement
and the Transfer Agent's responsibility hereunder to any company that is under
common control with the Transfer Agent shall not be considered an assignment.
ARTICLE 7. Amendments. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by vote of a
majority of the Directors of the Fund, and (ii) by the vote of a majority of
the Directors of the Fund who are not parties to this Agreement or interested
persons of any such party, cast in person at a Board of Directors meeting
called for the purpose of voting such approval.
For special cases, the parties hereto may amend such procedures set forth
herein as may be appropriate or practical under the circumstances, and the
Transfer Agent may conclusively assume that any special procedure which has
been approved by the Fund does not conflict with or violate any requirements
of its Articles of Incorporation, By-Laws or prospectus, or any rule,
regulation or requirement of any regulatory body.
ARTICLE 8. Certain Records. The Transfer Agent shall maintain
customary records in connection with its duties as specified in this
Agreement. Any records required to be maintained and preserved pursuant to
Rule 31a-1 and 31a-2 under the 1940 Act which are prepared and maintained by
the Transfer Agent on behalf of the Fund shall be prepared and maintained at
the expense of the Transfer Agent, but shall be the property of the fund and
will be made available to or surrendered promptly to the fund on request.
In case of any request or demand of such records by another party, the
Transfer Agent shall notify the Fund and follow the Fund's instructions as to
permitting or refusing such inspection; provided that the Transfer Agent may
exhibit such records to any person in any case where it is advised by its
counsel that it may be held liable for failure to do so, unless (in cases
involving potential exposure only to civil liability) the Fund has agreed to
indemnify the Transfer Agent against such liability.
ARTICLE 9. Definition of Certain Terms. The terms "interested
person" and "affiliated person", when used in this Agreement, shall have the
respective meanings specified in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission.
ARTICLE 10. Notice. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other part at the last address furnished by the other party to the party
giving notice: if the Fund, at One Lincoln Xxxxx Xx., Xxxxx 0000, Xxxx., XX
00000, and if to the Transfer Agent at Xxx Xxxxxxx Xxxxx Xx., Xxxxx 0000,
Xxxx., XX 00000.
ARTICLE 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
State of New York, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
ARTICLE12. Multiple Originals. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
XXXXXXX & XXXXXX FUND, INC.
By: /s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President
XXXXXXX & XXXXXX ADVISORS, INC.
By: /s/B. Xxxxxx Xxxxxxx
B. Xxxxxx Xxxxxxx, Executive Vice President
SCHEDULE A
TO THE TRANSFER AGENT AGREEMENT
DATED 4-29-93
BETWEEN
XXXXXXX & XXXXXX FUND, INC.
AND
XXXXXXX & XXXXXX ADVISORS, INC.
Portfolios subject to the terms and conditions of this Transfer Agent
Agreement:
Blended Asset Series I
Blended Asset Series II
Flexible Yield Series I
Flexible Yield Series II
Flexible Yield Series III
SCHEDULE B
SCHEDULE OF TRANSFER AGENT SERVICES AND FEES
FUND SERVICE FEES
There is an annual service fee of .024% for the following Series Funds:
Blended Asset Series I
Blended Asset Series II
Flexible Yield Series I
Flexible Yield Series II
Flexible Yield Series III
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses are charges to each Series.
Out-of-pocket expenses include but are not limited to:
- Postage
- Forms
- Bank charges (i.e, account, deposit, wire)
- Expenses incurred at the specific direction of the fund
XXXXXXX & XXXXXX FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
New York Tax Exempt Series
Ohio Tax Exempt Series
Diversified Tax Exempt Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Xxxxxxx & Xxxxxx Fund, Inc. (the "Fund") and Xxxxxxx &
Xxxxxx Advisors, Inc. (the "Transfer Agent").
RECITALS
The Fund has executed and delivered the Transfer Agent Agreement dated as
of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent.
The Agreement sets forth the rights and obligation of the parties with respect
to the transfer agency functions of the Series of the Fund. The Fund has
created three additional Series: The New York Tax Exempt Series, Ohio Tax
Exempt Series and the Diversified Tax Exempt Series (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The following will be subject to the terms and conditions of the
Agreement:
SERIES
New York Tax Exempt Series
Ohio Tax Exempt Series
Diversified Tax Exempt Series
The parties below have executed this Agreement as of September 23, 1993.
XXXXXXX & XXXXXX FUND, INC.
By: /s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President
XXXXXXX & XXXXXX ADVISORS, INC.
By: /s/B. Xxxxxx Xxxxxxx
B. Xxxxxx Xxxxxxx, Executive X. X.
XXXXXXX & XXXXXX FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE B
New York Tax Exempt Series
Ohio Tax Exempt Series
Diversified Tax Exempt Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Xxxxxxx & Xxxxxx Fund, Inc. (the "Fund") and Xxxxxxx &
Xxxxxx Advisors, Inc. (the "Transfer Agent").
RECITALS
The Fund has executed and delivered the Transfer Agent Agreement dated as
of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent.
The Agreement sets forth the rights and obligation of the parties with respect
to the transfer agency functions of the Series of the Fund. The Fund has
created three additional Series: The New York Tax Exempt Series, Ohio Tax
Exempt Series and the Diversified Tax Exempt Series (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The percentage rate in Schedule B of the Agreement with respect to the
Additional Series will be as set forth below:
SERIES PERCENTAGE
New York Tax Exempt Series .024%
Ohio Tax Exempt Series .024%
Diversified Tax Exempt Series .024%
The parties below have executed this Agreement as of September 23, 1993.
XXXXXXX & XXXXXX FUND, INC.
By: /s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President
XXXXXXX & XXXXXX ADVISORS, INC.
By: /s/B. Xxxxxx Xxxxxxx
B. Xxxxxx Xxxxxxx, Executive X. X.
XXXXXXX & XXXXXX FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
DATED 7-20-95
Blended Assets Defensive Series
Blended Assets Growth Plus Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Xxxxxxx & Xxxxxx Fund, Inc. (the "Fund") and Xxxxxxx &
Xxxxxx Advisors, Inc. (the "Transfer Agent").
RECITALS
The Fund has executed and delivered the Transfer Agent Agreement dated as
of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent.
The Agreement sets forth the rights and obligation of the parties with respect
to the transfer agency functions of the Series of the Fund. The Fund has
created the Blended Assets Defensive Series and the Blended Assets Growth Plus
Series (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The following will be subject to the terms and conditions of the
Agreement:
Blended Assets Defensive Series
Blended Assets Growth Plus Series
The parties below have executed this Agreement as of July 20, 1995.
XXXXXXX & XXXXXX FUND, INC.
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President
XXXXXXX & XXXXXX ADVISORS, INC.
/s/B. Xxxxxx Xxxxxxx
B. Xxxxxx Xxxxxxx, Executive X. X.
XXXXXXX & XXXXXX FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
DATED 7-20-95
Blended Assets Defensive Series
Blended Assets Growth Plus Series
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Xxxxxxx & Xxxxxx Fund, Inc. (the "Fund") and Xxxxxxx &
Xxxxxx Advisors, Inc. (the "Transfer Agent").
RECITALS
The Fund has executed and delivered the Transfer Agent Agreement dated as
of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent.
The Agreement sets forth the rights and obligation of the parties with respect
to the transfer agency functions of the Series of the Fund. The Fund has
created the Blended Assets Defensive Series and the Blended Assets Growth Plus
Series (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The percentage rate in Schedule B of the Agreement with respect to the
Additional Series will be as set forth below:
SERIES PERCENTAGE
Blended Assets Defensive Series .024%
Blended Assets Growth Plus Series .024%
The parties below have executed this Agreement as of July 20, 1995.
XXXXXXX & XXXXXX FUND, INC.
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President
XXXXXXX & XXXXXX ADVISORS, INC.
/s/B. Xxxxxx Xxxxxxx
B. Xxxxxx Xxxxxxx, Executive V. P.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
DATED 12-13-95
World Opportunities Fund
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Xxxxxxx & Xxxxxx Fund, Inc. (the "Fund") and Xxxxxxx &
Xxxxxx Advisors, Inc. (the "Transfer Agent").
RECITALS
The Fund has executed and delivered the Transfer Agent Agreement dated as
of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent.
The Agreement sets forth the rights and obligation of the parties with respect
to the transfer agency functions of the Series of the Fund. The Fund has
created the world Opportunities Fund (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The following will be subject to the terms and conditions of the
Agreement:
World Opportunities Fund
The parties below have executed this Agreement as of July 20, 1995.
XXXXXXX & XXXXXX FUND, INC.
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President
XXXXXXX & XXXXXX ADVISORS, INC.
/s/B. Xxxxxx Xxxxxxx
B. Xxxxxx Xxxxxxx, Executive X. X.
XXXXXXX & XXXXXX FUND, INC.
FORM OF
SUPPLEMENT TO TRANSFER AGENT AGREEMENT
SCHEDULE A
DATED 12-13-95
World Opportunities Fund
SUPPLEMENT TO TRANSFER AGENT AGREEMENT (the "Agreement") dated as of
April 30, 1993 between Xxxxxxx & Xxxxxx Fund, Inc. (the "Fund") and Xxxxxxx &
Xxxxxx Advisors, Inc. (the "Transfer Agent").
RECITALS
The Fund has executed and delivered the Transfer Agent Agreement dated as
of April 30,1993 (the "Agreement"), between the Fund and the Transfer Agent.
The Agreement sets forth the rights and obligation of the parties with respect
to the transfer agency functions of the Series of the Fund. The Fund has
created the World Opportunities Fund (the "Additional Series").
AGREEMENTS
Now, therefore, the parties agree as follows:
The percentage rate in Schedule B of the Agreement with respect to the
Additional Series will be as set forth below:
SERIES PERCENTAGE
World Opportunities Fund .024%
The parties below have executed this Agreement as of July 20, 1995.
XXXXXXX & XXXXXX FUND, INC.
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President
XXXXXXX & XXXXXX ADVISORS, INC.
/s/B. Xxxxxx Xxxxxxx
B. Xxxxxx Xxxxxxx, Executive V. P.
