TRANSFER AGENCY AGREEMENT
Agreement made March 1, 1991 between Twentieth Century Investors, Inc.,
a Maryland corporation ("Twentieth Century"), and Twentieth Century Services,
Inc., a Missouri corporation ("Services").
1. By action of its Board of directors Twentieth Century on November
17, 1990 appointed Services as its transfer agent, and Services accepted such
appointment.
2. As transfer agent for Twentieth Century, Services shall perform all
the functions usually performed by transfer agents of investment companies, in
accordance with the policies and practices of Twentieth Century as disclosed in
its prospectus or otherwise communicated to Services from time to time,
including but not limited to, the following:
(a) Recording the ownership, transfer, conversion and cancellation
of ownership of shares of Twentieth Century on the books of
Twentieth Century;
(b) Causing the issuance, transfer, conversion and cancellation of
stock certificates of Twentieth Century;
(c) Establishing and maintaining records of accounts;
(d) Computing and causing to be prepared and mailed or otherwise
delivered to shareholders payment of redemption proceeds due
from Twentieth Century on redemption of shares and notices of
reinvestment in additional shares of dividends, stock
dividends or stock splits declared by Twentieth Century on
shares of Twentieth Century;
(e) Furnishing to shareholders such information as may be
reasonably required by Twentieth Century, including
confirmation of shareholder's transactions and appropriate
income tax information;
(f) Addressing and mailing to shareholders prospectuses, annual
and semiannual reports; addressing and mailing proxy materials
for shareholder meetings prepared by or on behalf of Twentieth
Century, and tabulating the proxy votes.
(g) Replacing allegedly lost, stolen or destroyed stock
certificates in accordance with and subject to usual and
customary procedures and conditions.
(h) Maintaining such books and records relating to transactions
effected by Services pursuant to this Agreement as are
required by the Investment Company Act, or by rules or
regulations thereunder, or by any other applicable provisions
of law, to be maintained by Twentieth Century or its transfer
agent with respect to such transactions; preserving, or
causing to be preserved, any such books and records for such
periods as may be required by any such law, rule or
regulation; furnishing Twentieth century such information as
to such transactions and at such times as may be reasonably
required by it to comply with applicable laws and regulations,
including but not limited to the laws of the several states of
the United States.
(i) Dealing with and answering all correspondence from or on
behalf of shareholders relating to its functions under this
agreement.
3. Twentieth Century may perform on site inspection of records and
accounts and perform audits directly pertaining to Twentieth Century shareholder
accounts services by Services hereunder at Services' facilities in accordance
with reasonable procedures at the frequency necessary to show proper
administration of this agreement and the proper audit of Twentieth Century's
financial statements. Services will cooperate with Twentieth Century's auditors
and the representatives of appropriate regulatory agencies and furnish all
reasonably requested records and data.
4. (a) Services will at all times exercise due diligence and good
faith in performing its duties hereunder. Services will make
every reasonable effort and take all reasonably available
measures to assure the adequacy of its personnel and
facilities as well as the accurate performance of all services
to be performed by it hereunder within the time requirement of
any applicable statutes, rules or regulations or as disclosed
in Twentieth Century's prospectus.
(b) Services shall not be responsible for, and Twentieth
Century agrees to indemnify Services, for any losses, damages
or expenses (including reasonable counsel fees and expenses)
(a) resulting from any claim, demand, action or suit not
resulting from Services' failure to exercise good faith or due
diligence and arising out of or in connection with Services
duties on behalf of the fund hereunder; (b) for any delay,
error, or omission by reason or circumstance beyond its
control, including acts of civil or military authority,
national emergencies, labor difficulties (except with response
to Services' employees), fire, mechanical breakdowns beyond
its control, flood or catastrophe, act of God, insurrection,
war, riot or failure beyond its control of transportation,
communication or power supply; or (c) for any action taken or
omitted to be taken by Services in good faith in reliance on
(i) the authenticity of any instrument or communication
reasonably believed by it to be genuine and to have been
properly made and signed or endorsed by an appropriate person,
or (ii) the accuracy of any records or information provided to
it by Twentieth Century, (iii) any authorization or
instruction contained in any officers' instruction, or (iv)
any advice of counsel approved by Twentieth Century who may be
internally employed counsel or outside counsel, in either case
for Twentieth Century of Services.
5. Services shall not look to Twentieth Century for compensation for
its services described herein. It shall be compensated entirely by Investors
Research Corporation, pursuant to the management agreement between Investors
Research Corporation and Twentieth Century which requires Investors Research
Corporation to pay all of the expenses of Twentieth Century.
6. This Agreement may be terminated by either party at any time without
penalty upon giving the other party 60 days written notice (which notice may be
waived by either party).
Upon termination Services will deliver to Twentieth Century all
microfilm records pertaining to shareholder accounts of Twentieth Century, and
all records of shareholder accounts in machine readable form in the format in
which they are maintained by Services.
All data processing programs used by Services in connection with the
performance of its duties under this Agreement are the sole and exclusive
property of Services, and after the termination of this Agreement, Twentieth
Century shall have no right to use the same.
IN WITNESS WHEREOF, the parties have executed this instrument the day
and year first above written.
Twentieth Century Investors, Inc.
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Vice President
Twentieth Century Services, Inc.
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Vice President
