October 17, 1997
TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of_________________,_1997 by and
between PFPC INC., a Delaware corporation ("PFPC"), and Tax-Free
Trust of Arizona, a Massachusetts business trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer
agent, registrar, dividend disbursing agent and shareholder
servicing agent to its investment portfolios listed on Exhibit A
attached hereto and made a part hereof, as such Exhibit A may be
amended from time to time (each a "Portfolio"), and PFPC wishes to
furnish such services, on the terms and for the considerations set
forth in this agreement (the "Agreement").
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Definitions. As used in this Agreement:
(a) "1933 Act" means the Securities Act of 1933, as
amended.
(b) "1934 Act" means the Securities Exchange Act of
1934, as amended.
(c) "Authorized Person" means any officer of the Fund
and any other person duly authorized by the Fund's Board of
Trustees to give Oral Instructions and Written Instructions on
behalf of the Fund and listed on the Authorized Persons Appendix
attached hereto and made a part hereof or any amendment thereto as
may be received by PFPC. An Authorized Person's scope of authority
may be limited by the Fund by setting forth such limitation in the
Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as
amended.
(e) "Oral Instructions" mean oral instructions received
by PFPC from an Authorized Person or from a person reasonably
believed by PFPC to be an Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" mean the 1933 Act, the 1934 Act,
the 1940 Act and the CEA.
(h) "Shares" mean the shares of beneficial interest of
any series or class of the Fund.
(i) "Written Instructions" mean written instructions
signed by an Authorized Person and received by PFPC. The instruc-
tions may be delivered by hand, mail, tested telegram, cable, telex
or facsimile sending device.
2. Appointment. The Fund hereby appoints PFPC to serve as
transfer agent, registrar, dividend disbursing agent and
shareholder servicing agent to the Fund in accordance with the
terms set forth in this Agreement. PFPC accepts such appointment
and agrees to furnish such services.
3. Delivery of Documents. The Fund has provided or, where
applicable, will provide PFPC with the following:
(a) Certified or authenticated copies of the
resolutions of the Fund's Board of Trustees,
approving the appointment of PFPC or its affiliates
to provide services to the Fund and approving this
Agreement;
(b) A copy, and all amendments thereto, of the Fund's
most recent effective registration statement;
(c) A copy of the applicable administration, advisory
and/or sub-advisory agreements, and all amendments
thereto, with respect to each Portfolio;
(d) A copy of the distribution agreement, and all
amendments thereto, with respect to each class of
Shares;
(e) Copies of any shareholder servicing agreements, and
all amendments thereto, made in respect of the Fund
or a Portfolio;
(f) The Fund's Declaration of Trust filed with the
Secretary of State of the Commonwealth of
Massachusetts and all amendments thereto (such
Declaration of Trust, as presently in effect and as
it shall from time to time be amended, is herein
called the "Declaration of Trust"); and
(g) The Fund's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as they shall
from time to time be amended, are hereinafter
called the "By-Laws").
PFPC has furnished the Fund with copies properly
certified or authenticated of its Registration Statement on Form
TA-1 under the Securities and Exchange Act of 1934, as amended and
all other public reports filed with the SEC related to the services
provided to the Fund as may be requested from time to time by the
Fund.
4. Compliance with Rules and Regulations. PFPC undertakes
to comply with all applicable requirements of the Securities Laws
and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by
PFPC hereunder. Except as specifically set forth herein, PFPC
assumes no responsibility for such compliance by the Fund or any of
its investment portfolios.
5. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC
shall act only upon Oral Instructions and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral
Instructions and Written Instructions it receives from an
Authorized Person (or from a person reasonably believed by PFPC to
be an Authorized Person) pursuant to this Agreement. PFPC may
assume that any Oral Instruction or Written Instruction received
hereunder is not in any way inconsistent with the provisions of
organizational documents or this Agreement or of any vote,
resolution or proceeding of the Fund's Board of Trustees or of the
Fund's shareholders, unless and until PFPC receives Written
Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written
Instructions confirming Oral Instructions so that PFPC receives the
Written Instructions by the close of business on the same day that
such Oral Instructions are received. The fact that such confirming
Written Instructions are not received by PFPC shall in no way
invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions. Where Oral Instructions or
Written Instructions reasonably appear to have been received from
an Authorized Person, PFPC shall incur no liability to the Fund in
acting upon such Oral Instructions or Written Instructions provided
that PFPC's actions comply with the other provisions of this
Agreement.
6. Right to Receive Advice.
(a) Advice of the Fund. If PFPC is in doubt as to any
action it should or should not take, PFPC may request directions or
advice, including Oral Instructions or Written Instructions, from
the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to
any question of law pertaining to any action it should or should
not take, PFPC may request advice at its own cost from such counsel
of its own choosing (who may be counsel for the Fund, the Fund's
investment adviser or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict
between directions, advice or Oral Instructions or Written
Instructions PFPC receives from the Fund, and the advice it
receives from counsel, PFPC may rely upon and follow the advice of
counsel. In the event PFPC so relies on the advice of counsel,
PFPC remains liable for any action or omission on the part of PFPC
which constitutes willful misfeasance, bad faith, negligence or
reckless disregard by PFPC of any duties, obligations or
responsibilities set forth in this Agreement.
(d) Protection of PFPC. PFPC shall be protected in any
action it takes or does not take in reliance upon directions,
advice or Oral Instructions or Written Instructions it receives
from the Fund or from counsel and which PFPC believes, in good
faith, to be consistent with those directions, advice or Oral
Instructions or Written Instructions. Nothing in this section
shall be construed so as to impose an obligation upon PFPC (i) to
seek such directions, advice or Oral Instructions or Written
Instructions, or (ii) to act in accordance with such directions,
advice or Oral Instructions or Written Instructions unless, under
the terms of other provisions of this Agreement, the same is a
condition of PFPC's properly taking or not taking such action.
Nothing in this subsection shall excuse PFPC when an action or
omission on the part of PFPC constitutes willful misfeasance, bad
faith, negligence or reckless disregard by PFPC of any duties,
obligations or responsibilities set forth in this Agreement.
7. Records; Visits. The books and records pertaining to the
Fund which are in the possession or under the control of PFPC shall
be the property of the Fund. Such books and records shall be
prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. PFPC will, if
so requested by counsel to the Fund, work with such counsel to
develop an acceptable modification to the manner in which such
books and records are prepared and maintained so as to comply with
the reasonable opinion of such counsel as to such laws and rules.
Such modification will be subject to additional mutually-agreed
upon pricing, if any. The Fund and Authorized Persons shall have
access to such books and records at all times during PFPC's normal
business hours. Copies of any such books and records shall be
provided by PFPC to the Fund or to an Authorized Person at the
Fund's expense. Prior to any destruction of any books or records,
PFPC will advise the Fund of the proposed destruction and in
accordance with instructions of the Fund, the records will be
destroyed or, at the expense of the Fund, delivered to the Fund or
as it may otherwise direct.
8. Confidentiality. PFPC agrees to keep confidential all
records of the Fund and information relating to the Fund and its
shareholders, unless the release of such records or information is
otherwise consented to, in writing, by the Fund, and shall maintain
procedures reasonably designed to protect such confidentiality.
The Fund agrees that its consent shall not be unreasonably withheld
and may not be withheld where PFPC may be exposed to civil or
criminal contempt proceedings or when required to divulge such
information or records to duly constituted authorities, and that
such consent shall not be required where consent or notice to the
Fund is not permitted by law or regulation.
9. Cooperation with Accountants. PFPC shall cooperate with
the Fund's independent public accountants and shall take all
reasonable actions in the performance of its obligations under this
Agreement to ensure that the necessary information is made
available on a timely basis to such accountants for the expression
of their opinion, as required by the Fund.
10. Adequate Facilities; Disaster Recovery. PFPC shall
maintain adequate personnel and facilities, as well as adequate and
reliable computer and other equipment, necessary and appropriate to
carry out its obligations under this Agreement, including
appropriate duplicate files (which shall be readable by computer or
otherwise or maintained in hard copy form, and shall be maintained
at a frequency and in a detail reasonably designed pursuant to
industry standards to provide for protection of such files in the
event of a disaster to PFPC's facilities). PFPC shall enter into
and shall maintain in effect with appropriate parties one or more
agreements making adequate and reliable provisions for emergency
use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment
failures, PFPC shall, at no additional expense to the Fund, take
reasonable steps to minimize service interruptions. PFPC shall
periodically back up data (including all predecessor transfer agent
data delivered to PFPC by the Fund's prior transfer agent in a
machine readable format and converted by PFPC) on appropriate media
to be stored at an offsite facility of PFPC's choosing. PFPC shall
have no liability with respect to the loss of data or service
interruptions caused by equipment failure or otherwise, provided
such loss or interruption is not caused by PFPC's own willful
misfeasance, bad faith, negligence or reckless disregard of its
duties or obligations under this Agreement.
11. Insurance. PFPC shall maintain adequate fidelity, error
and omissions and other insurance coverage in connection with its
transfer agent services throughout the duration of this Agreement.
12. Compensation. As compensation for services rendered by
PFPC during the term of this Agreement, for the period commencing
on the date upon which PFPC becomes transfer agent for the Fund,
the Fund will pay to PFPC a fee or fees as agreed to from time to
time in writing by the Fund and PFPC. All services detailed in
this Agreement and expenses incurred in the performance of these
services will be provided by PFPC without cost to the Fund except
as otherwise stated in this Agreement or otherwise agreed to in
writing.
13. Indemnification. The Fund agrees to indemnify and hold
harmless PFPC and its affiliates from all taxes, charges, expenses,
assessments, claims and liabilities (including, without limitation,
liabilities arising under the Securities Laws and any state and
foreign securities and blue sky laws, and amendments thereto), and
expenses, including (without limitation) attorneys' fees and
disbursements, arising directly or indirectly from (i) any action
or omission to act which PFPC takes (a) at the request or on the
direction of or in reliance on the advice of the Fund or (b) upon
Oral Instructions or Written Instructions or (ii) the acceptance,
processing and/or negotiation of checks or other methods utilized
for the purchase of Shares. Neither PFPC nor any of its affiliates
shall be indemnified against any liability (or any expenses
incident to such liability) arising out of PFPC's or its
affiliates' own willful misfeasance, bad faith, negligence or
reckless disregard of its duties and obligations under this
Agreement.
14. Release. PFPC understands that the obligations of this
Agreement are not binding upon any shareholder of the Fund
personally, but bind only the Fund's property; PFPC represents that
it has notice of the provision in the Fund's Declaration of Trust
disclaiming shareholder liability for acts or obligations of the
Fund.
15. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action on
behalf of the Fund except as specifically set forth herein or as
may be specifically agreed to by PFPC in writing. PFPC shall be
obligated to exercise care and diligence in the performance of its
duties hereunder, to act in good faith and to use its best efforts,
within reasonable limits, to ensure the accuracy and completeness
of all services performed under this Agreement. PFPC shall be
liable for any damages arising out of PFPC's failure to perform its
duties under this Agreement to the extent such damages arise out of
PFPC's willful misfeasance, bad faith, negligence or reckless
disregard of such duties.
(b) Without limiting the generality of the foregoing or
of any other provision of this Agreement, (i) PFPC shall not be
liable for losses beyond its control, provided that PFPC has acted
in accordance with the standard of care set forth above; and (ii)
PFPC shall not be under any duty or obligation to inquire into and
shall not be liable for (A) the validity or invalidity or authority
or lack thereof of any Oral Instruction or Written Instruction,
notice or other instrument which conforms to the applicable
requirements of this Agreement, and which PFPC reasonably believes
to be genuine; or (B) subject to Section 10, delays or errors or
loss of data occurring by reason of circumstances beyond PFPC's
control, including acts of civil or military authority, national
emergencies, labor difficulties, fire, flood, catastrophe, acts of
God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement to the
contrary, neither PFPC nor its affiliates shall be liable to the
Fund for any consequential, special or indirect losses or damages
which the Fund may incur or suffer by or as a consequence of PFPC's
or its affiliates' performance of the services provided hereunder,
whether or not the likelihood of such losses or damages was known
by PFPC or its affiliates.
16. Description of Services.
(a) Itemized Services. PFPC shall:
(i) Calculate 12b-1 payments and payments under
any Shareholder Services Plan of the Fund,
produce and mail statements and checks where
applicable or generate payments through the
National Securities Clearing Corp. (the
"NSCC") to all eligible dealers, and forward
ineligible checks and statements to Aquila
Distributors, Inc. (the "Distributor");
(ii) Make weekly payment of direct commissions,
including settlement through NSCC;
(iii) Establish and maintain proper shareholder
registrations;
(iv) Review new applications for required
information and correspond with shareholders
to complete or correct information;
(v) Provide payment processing of checks or wires;
(vi) Prepare and certify stockholder lists in
conjunction with proxy solicitations;
(vii) Issue and countersign share certificates (when
requested in writing by a shareholder) and
cancel share certificates;
(viii) Prepare and mail to shareholders confirmation
of activity;
(ix) Provide toll-free lines and voice response
unit for direct shareholder use, plus customer
liaison staff for on-line inquiry response
(generally until 6 p.m., New York time, on
days on which the New York Stock Exchange is
open), including the ability to receive
redirected toll-free calls from the
Distributor on an as-needed basis;
(x) On a monthly basis, mail duplicate statements
to: (1) broker-dealers of their clients'
activity, whether executed through the
broker-dealer or directly with PFPC, and (2)
other parties (e.g., lawyers and accountants)
as requested by the shareholders;
(xi) Provide periodic shareholder lists and
statistics to the Fund;
(xii) Provide detailed data for underwriter/broker
confirmations, including daily outstanding
confirmed purchases, redemptions, and paid not
issued shares;
(xiii) Prepare periodic mailing of year-end tax and
statement information;
(xiv) Provide reports, notification, and where
applicable reconciliation on a timely basis to
the investment adviser, sub-adviser,
administrator, accounting agent, and custodian
of fund activity;
(xv) Perform other participating broker-dealer
shareholder services, including Fund/Serv,
Automated Customer Account Transfer System
("ACATS"), Networking and terminal access for
selected dealers, and such other services as
may be agreed upon from time to time;
(xvi) Promptly transmit to the Fund all reports,
documents and information as are requested by
the Fund and agreed to by PFPC, which
agreement shall not be unreasonably withheld,
that are necessary to enable the Fund and its
service providers to comply with the
requirements of the Internal Revenue Service,
the SEC, the National Association of
Securities Dealers, Inc, the National
Securities Clearing Corp., the state blue sky
authorities and any other regulatory bodies
having jurisdiction over the Fund, it being
understood and agreed that such reports shall
include those on the list contained in Exhibit
__ hereto, as such list may be amended from
time to time by agreement between the parties;
(xvii) Process all clerical transactions;
(xviii) Screen and maintain Transfer on Death
registrations according to Fund guidelines
(except those guidelines hereafter adopted by
the Fund which are considered in PFPC's sole
good-faith discretion to be more burdensome
than the guidelines in effect on the date of
this Agreement);
(xix) Provide electronic imaging and time-stamping
of all incoming mail;
(xx) Compute and track all front-end and contingent
deferred sales charges imposed upon the
purchase and redemption of Shares;
(xxi) Track and convert Shares in accordance with
the share conversion features described in the
prospectus of the Fund;
(xxii) Answer written or telephonic correspondence
relating to its duties hereunder (including
providing written acknowledgement of address
changes to previous addresses of record) and
such other correspondence as may from time to
time be mutually agreed upon between PFPC and
the Fund; inquiries of a non-routine nature
shall be referred to the Fund;
(xxiii) Remit supporting detail of underwriter fees to
the Distributor on a semi-monthly basis;
(xxiv) Until such time as Fund management and legal
counsel to the Fund determine otherwise and so
inform PFPC in Written Instructions,
establish, maintain for the benefit of the
Fund and control the flow of funds through
separate subscription, redemption and dividend
disbursement accounts (each an "Operational
Account") provided by PNC Bank, N.A. or by
such other financial institution as may be
agreed upon by the Fund and PFPC;
(xxv) To the extent reasonably feasible, reverse
trades (including backing out dividends) due
to nonreceipt of funds, improper registration,
or other sufficient reason;
(xxvi) Compute and track all letters of intent;
(xxvii) Screen all transactions with respect to the
Fund's Blue Sky requirements of which PFPC is
informed by the Fund by Written Instructions,
and comply with the Written Instructions of
the Fund in effect from time to time limiting
issuance of Shares to specified states (based
on address of registration), including
screening for Shares sold in states other than
those so specified (but relating only to those
Shares sold after PFPC commences its duties as
transfer agent hereunder);
(xxviii) Provide abandoned property reporting and
filing to meet the escheat requirements of
each of the states named by the Fund in
Written Instructions;
(xxix) Maintain a record of all incoming checks, new
account applications and documentation set
forth in Section 16(g), on filmstrips, another
microfilm retrieval method or otherwise so as
to be retrievable and reproducible, upon
reasonable request, within time frames that
meet reasonable industry standards;
(xxx) Process W-9 or similar forms received by PFPC
and review taxpayer identification numbers for
all same number (e.g., 000 00 0000),
sequential numbering (e.g., 000 00 0000) and
non-numeric numbers (e.g., 128 4A 3927) and
other conditions of obvious irregularity in
accordance with PFPC's normal operating
procedures;
(xxxi) On a semi-monthly or other basis acceptable to
PFPC and the Fund (but in no event more
frequently than once per month per shareholder
account) initiate, accept and process pre-
authorized checks or, when available,
electronic funds transfers drawn against
shareholders' checking accounts;
(xxxii) In accordance with policies and procedures
established by the Fund and PFPC, furnish to
shareholders dividend and redemption checks
alleged to have been lost, stolen, destroyed
or not received; and
(xxxiii) Record all incoming telephone conversations
and telephonic transactions that are received
via the Fund's published customer service
numbers and retain such recordings for a
minimum of six months.
(xxxiv) Post and perform shareholder transfers and
post and perform exchanges for shares of other
funds with which the Fund has exchange
privileges, pursuant to shareholder
instructions; and
(xxxv) Reconcile to Fund accounting records and pay
dividends and other distributions, including
direct deposit credits through the Automatic
Clearing House ("ACH") upon proper written
shareholder authorization.
(b) Purchase of Shares. PFPC shall issue Shares and
credit an account of an investor, in the manner described in the
Fund's prospectus, once it has screened for blue sky compliance
pursuant to Section 16(a)(xxvii) and Transfer on Death registration
compliance pursuant to Section 16(a)(xviii) and receives:
(i) A purchase order or application, either
directly from an investor or otherwise,
complying with requirements for purchases
prescribed by the prospectus;
(ii) Proper information to establish a shareholder
account; and
(iii) A purchase check or confirmation of receipt or
crediting of available funds for such order to
the Fund's custodian.
In opening new shareholder accounts, PFPC will assign account
numbers. PFPC shall assign Aquila Distributors, Inc. as broker of
record whenever dealer information is omitted and send a copy of
any related application to Aquila Distributors, Inc.
PFPC must receive a completed application before any
redemption orders are accepted and processed for an account opened
directly by an investor.
(c) Redemption of Shares. PFPC shall redeem Shares only
if that function is properly authorized by the Declaration of Trust
or resolution of the Fund's Board of Trustees. If the Fund is a
money-market fund, PFPC shall arrange, in accordance with the
Fund's prospectus, for a shareholder's redemption of shares from a
shareholder's account with a checkwriting privilege. Shares shall
be redeemed and payment therefor shall be made in accordance with
the Fund's prospectus, including provisions set forth therein for
automatic redemption, telephone redemption requests and check-
writing privileges, when the recordholder tenders Shares in proper
form and amount and properly directs the method of redemption. If
Shares are received in proper form, Shares shall be redeemed before
the funds are provided to PFPC from the Fund's custodian. If the
recordholder has not directed that redemption proceeds be wired,
when the custodian provides PFPC with funds, a redemption check
shall be sent to and made payable to the recordholder, unless:
(i) the surrendered certificate is drawn to the
order of an assignee or holder and transfer
authorization is signed by the recordholder;
(ii) Transfer authorizations are signed by the
recordholder when Shares are held in
book-entry form;
(iii) Such redemption is through money market fund
check-writing capabilities; or
(iv) such redemption is in settlement of dealer
confirmed redemptions via Fund/Serv.
Consistent with provisions set forth in the prospectus, redemption
proceeds shall be wired upon request. When a broker-dealer
notifies PFPC of a redemption desired by a customer, and the Fund's
custodian provides PFPC with funds, PFPC shall prepare and send the
redemption check to the broker-dealer, made payable to the broker-
dealer on behalf of its customer.
PFPC shall establish procedures reasonably designed to ensure
that redemption requirements established by PFPC and agreed to by
the Fund have been met, including the receipt and examination of
stock certificates and related endorsements, signature guarantees
and obtaining any needed papers or documents, including a properly
completed application, where required. No redemptions in accounts
represented in whole or in part by certificates shall be effected
without cancellation of an adequate number of certificate Shares,
if necessary. No signature guarantees shall be acceptable if
received by facsimile and signature guarantees must reasonably
appear to have been provided by an eligible guarantor institution
of a type described as such in the prospectus which is a
participant in a medallion program recognized by the Securities
Transfer Association or in instructions received from the Fund;
provided, however, that PFPC may accept a signature guarantee
received by facsimile if so instructed by Oral or Written
Instructions.
(d) Dividends and Distributions. Upon receipt of a
resolution of the Fund's Board of Trustees authorizing the
declaration and payment of dividends and distributions, PFPC shall
issue dividends and distributions declared by the Fund in Shares,
or, upon shareholder election, pay such dividends and distributions
in cash, if and as provided for in the Fund's prospectus. Such
issuance or payment, as well as payments upon redemption as
described above, shall be made after deduction and payment of the
required amount of funds to be withheld in accordance with any
applicable tax laws or other laws, rules or regulations. PFPC
shall timely mail to the Fund's shareholders and appropriate taxing
authorities such tax forms and other information, or permissible
substitute notice, relating to dividends and distributions paid by
the Fund as are required to be filed and mailed by applicable law,
rule or regulation. PFPC shall prepare, maintain and file with the
IRS and other appropriate taxing authorities reports relating to
all dividends paid by the Fund to its shareholders as required by
tax or other law, rule or regulation.
(e) Communications to Shareholders. PFPC shall address,
enclose and mail all communications by the Fund to its shareholders
(pre-sorting where reasonably practicable), including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of
Shares;
(iii) Monthly or quarterly statements (with extra
print lines for additional information, such
as additional dividend information, to
shareholders), generally by the fifth business
day after the dividend payable date, providing
a combined check and statement to shareholders
electing cash distributions;
(iv) Dividend and distribution notices (at year-
end, such notices will be upon Written
Instructions);
(v) Tax form information (upon Written
Instructions);
(vi) Forms W-9 or W-8 as appropriate;
(vii) Prospectuses;
(viii) Account-related shareholder correspondence
that is considered in PFPC's sole discretion
to be routine; and
(ix) Any other routine shareholder communications
as agreed to between the Fund and PFPC.
(f) Third Party Proxy Provider. PFPC shall assist the
Fund in obtaining competitive bids for proxy services. Proxy
services shall be provided by a third party. The Fund understands
and agrees that PFPC bears no responsibility for the provision of
any proxy services or the manner in which any proxy services are
provided, that PFPC will not be considered the Fund's agent in
connection with the provision of any proxy services, and that any
party providing proxy services to the Fund shall not be considered
to be the agent of PFPC or to have any other relationship with PFPC
with respect to such services. Such proxy services, which will be
decided upon solely between the Fund and the third party provider,
shall include proxy mailing, receiving and tabulating proxy cards
for the meetings of the Fund's shareholders, communicating to the
Fund daily and final results of such tabulation accompanied by
appropriate certificates, and preparing and furnishing to the Fund
certified lists of shareholders as of such date, and in such form
and containing such information as may be required by the Fund to
comply with any applicable provisions of law or its Declaration of
Trust and/or By-Laws relating to such meetings. Notwithstanding
the foregoing provisions of this Subsection (f), PFPC shall furnish
to the third-party proxy provider such information as is reasonably
requested by such provider pertaining to shareholder registration
information and record-date share positions to permit the Fund to
obtain the benefits of the services necessary for conduct of its
shareholder meetings.
(g) Records. PFPC shall maintain records of the
accounts for each shareholder showing the following information:
(i) Name, address, United States Tax
Identification or Social Security number, and
any pertinent beneficiary information;
(ii) Number and class of Shares held and number and
class of Shares for which certificates, if
any, have been issued, including certificate
numbers and denominations;
(iii) Historical information regarding the account
of each shareholder, including dividends and
distributions paid and the date and price for
all transactions in a shareholder's account;
(iv) Any stop or restraining order placed against a
shareholder's account;
(v) Any correspondence relating to the current
maintenance of a shareholder's account;
(vi) Information with respect to withholdings,
including withholdings in the case of a
foreign account and accounts subject to backup
withholding; and
(vii) Any information required in order for the
transfer agent to perform any calculations
contemplated or required by this Agreement.
PFPC shall use its best efforts to convert for use in its
system such data of the predecessor transfer agent that has been
provided to PFPC as shall permit PFPC to maintain on its system
such converted data covering a minimum of 18 months prior to
commencement of its services as transfer agent of the Fund. PFPC
is not responsible for errors or omissions in or caused by the
records of any predecessor transfer agent. PFPC shall inform the
Fund of material errors coming to its attention in the course of
performance of its duties hereunder. PFPC shall maintain on its
system in a readily viewable form pertinent account information
(i.e., the information listed in this Section 16(g)) relating to
shareholders of the Fund (including all predecessor transfer agent
data delivered to PFPC by the Fund's prior transfer agent in a
machine readable format and converted by PFPC) for a minimum of 13
months after the date of the transaction or other matter to which
the information relates and shall thereafter maintain such
information in a readily accessible format to the extent required
by the 1940 Act and other applicable securities laws, rules and
regulations.
(h) Lost or Stolen Certificates. PFPC shall place a
stop notice against any certificate reported to be lost, stolen,
destroyed or not received and comply with all applicable federal
regulatory requirements for reporting such loss or alleged
misappropriation. A new certificate shall be registered and issued
only upon:
(i) The shareholder's pledge of a lost instrument
bond or such other appropriate indemnity bond
issued by a surety company approved by PFPC;
and
(ii) Completion of a release and indemnification
agreement signed by the shareholder to protect
PFPC and its affiliates.
(i) Shareholder Inspection of Fund Records. Upon a
request from any Fund shareholder to inspect Fund records, PFPC
will notify the Fund and the Fund will issue instructions granting
or denying each such request. Unless PFPC has acted contrary to
the Fund's instructions, the Fund agrees and does hereby release
PFPC from any liability for refusal of permission for a particular
shareholder to inspect the Fund's records.
(j) Withdrawal of Shares and Cancellation of
Certificates. Upon receipt of Written Instructions, PFPC shall
cancel outstanding certificates surrendered by the Fund to reduce
the total amount of outstanding Shares by the number of Shares
surrendered by the Fund.
(k) Fraud Detection Procedures. PFPC shall establish
procedures that are reasonably designed to detect fraudulent
purchase, redemption and distribution checks (including fraudulent
or forged endorsements and altered payment amounts); however, PFPC
shall have no liability for loss resulting from any fraud
perpetrated or attempted to be perpetrated on the Fund, unless PFPC
has acted with willful misfeasance, bad faith, negligence or
reckless disregard of its duties hereunder. Such procedures shall
take into account the type of accounts involved, the sums involved
and cost/benefit considerations.
(l) Third Party Checks. PFPC shall not accept any third
party check (i.e., an investment check whose payee is other than
the Fund or PFPC) except pursuant to Written Instructions.
(m) Relationship Officer. PFPC agrees to provide a
Relationship Officer to serve as the primary point of contact
between the Fund and PFPC. PFPC will exercise due care in
assigning an individual who is conversant with standard investment
company practices.
(n) Additional Services.
(i) PFPC shall, in addition to the services herein
itemized, if so requested by the Fund and
agreed to by PFPC, which shall bargain in good
faith regarding such requests and the fees and
charges to be paid therefor, for such
additional fees and charges as the Fund and
PFPC may from time to time agree, perform and
do all other acts and services as required by
the Fund's prospectus or the law or that are
customarily performed and done by transfer
agents, dividend disbursing agents, and
shareholder servicing agents of open-end
mutual funds such as the Fund.
(ii) PFPC shall, in addition to the services herein
itemized, provide such additional services to
the Fund and in such manner as are normally
provided by PFPC to its mutual fund transfer
agency customers in the normal course of
business, subject to additional mutually-
agreed upon pricing, if any.
(o) Procedures. In order to facilitate the carrying out
of the services set forth in this Agreement, PFPC shall follow the
procedures attached hereto as Exhibit _______ and PFPC and the Fund
may from time to time mutually agree to changes thereto.
17. Duration and Termination. This Agreement shall continue
until terminated by the Fund on sixty (60) days' prior written
notice or by PFPC on one-hundred-twenty (120) days' prior written
notice to the other party, provided, however, that without the
Fund's consent PFPC shall not for a period of three years after the
date of this Agreement terminate this Agreement with the intent to
enter into a new agreement with the Fund that provides for higher
fees.
18. Notices. All notices and other communications, including
Written Instructions, shall be in writing or by confirming
telegram, cable, telex or facsimile sending device. Notices shall
be addressed (a) if to PFPC, at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000; (b) if to the Fund, at 000 Xxxxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, XX 00000, Attn: President or (c) if to neither of
the foregoing, at such other address as shall have been given by
like notice to the sender of any such notice or other communication
by the other party. If notice is sent by confirming telegram,
cable, telex or facsimile sending device, it shall be deemed to
have been given immediately. If notice is sent by first-class
mail, it shall be deemed to have been given three days after it has
been mailed. If notice is sent by messenger, it shall be deemed to
have been given on the day it is delivered.
19. Amendments. This Agreement, or any term thereof, may be
changed or waived only by a written amendment, signed by the party
against whom enforcement of such change or waiver is sought.
20. Delegation; Assignment. PFPC may assign its rights and
delegate its duties hereunder only to any wholly-owned direct or
indirect subsidiary of PNC Bank, National Association or PNC Bank
Corp., provided that (i) PFPC gives the Fund thirty (30) days'
prior written notice; (ii) the delegate (or assignee) agrees with
PFPC and the Fund to comply with all relevant provisions of the
1940 Act; and (iii) PFPC and such delegate (or assignee) promptly
provide such information as the Fund may request, and respond to
such questions as the Fund may ask, relative to the delegation (or
assignment), including (without limitation) the capabilities of the
delegate (or assignee).
21. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
22. Further Actions. Each party agrees to perform such
further acts and execute such further documents as are necessary to
effectuate the purposes hereof.
23. Miscellaneous.
(a) Entire Agreement. This Agreement embodies the
entire agreement and understanding between the parties and
supersedes all prior agreements and understandings relating to the
subject matter hereof, provided that the parties may embody in one
or more separate documents their agreement, if any, with respect to
delegated duties and Oral Instructions.
(b) Captions. The captions in 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.
(c) Governing Law. This Agreement shall be deemed to
be a contract made in Delaware and governed by Delaware law,
without regard to principles of conflicts of law.
(d) Partial Invalidity. 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
not be affected thereby.
(e) Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of
any party to this Agreement shall constitute the valid and binding
execution hereof by such party.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above
written.
PFPC INC.
By:_________________________________
Title:______________________________
Tax-Free Trust of Arizona
By:_________________________________
Title:______________________________
EXHIBIT A
THIS EXHIBIT A, dated as of ___________________, 1997, is
Exhibit A to that certain Transfer Agency Services Agreement dated
as of ____________________, 1997 between PFPC Inc. and
________________________.
PORTFOLIOS
[List all Portfolios here]
AUTHORIZED PERSONS APPENDIX
On the date of the Agreement and thereafter until further
notice, the following persons shall be Authorized Persons as
defined therein:
Name (Type) Signature
Xxxx X. Xxxxxxxx ______________________________________
Xxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxx ______________________________________
Xxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxxx ______________________________________
Xxxxx X. Xxxxxxxx
Xxxxxxx X. Childs, III ______________________________________
Xxxxxxx X. Childs, III
Xxxx X. Xxxxxxx ______________________________________
Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx ______________________________________
Xxxx X. Xxxxxxx
Xxxxxxx X. Xxxx ______________________________________
Xxxxxxx X. Xxxx
Xxxxxxxx X. Xxxxxx ______________________________________
Xxxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx ______________________________________
Xxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxxx _____________________________________
Xxxxxxx Xxxxxxx
[Report List for Aquila Group of Funds
12b-1 Report
5 Percent or More Shareholder Listing
5 Percent or More Shareholder Listing - sorted by ssn
Account Analysis by Type
Asset Report by Dealer for Management Company
Asset Report by Fund and Dealer
Blue Sky Sales Report
Capital Stock Reporting
Daily Transaction Journal
Dealer Commission Check Register/Dealer Commission Statement
DTS Activity Summary
DTS Liquidation Placements
DTS Outstanding Trades by Fund
DTS Posted Transactions
DTS Purchase Placement
Matrix Summary by Fund With Dealer Name
Matrix Summary by Management Company With Dealer Name
Month to Sales (Demographics by Account Group)
Monthly Statistical Report
Monthly Wire Order (Purchases/Redemptions)
New Account Journal
Next Day NSCC Settlement Detail
NSAR Based on trade date
Transactions at a Glance]
