TRANSFER AGENCY AGREEMENT
AGREEMENT dated as of June 7, 1989, between Xxxxx Xxxxx Special Equities
Fund, Inc. (the "Fund"), having its principal office and place of business at 00
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 and BOSTON SAFE DEPOSIT AND TRUST
COMPANY (the "Transfer Agent"), a Massachusetts corporation 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 Fund 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) "Articles of Organization" shall mean the Articles of Organization of
the Fund as the same may be amended from time to time;
(b) "Authorized Person" shall be deemed to include the President, any Vice
President, the Secretary and Treasurer of the Fund, the persons listed in
Appendix A hereto, and any other person, whether or not such person is an
Officer or employee of the Fund, duly authorized to give Oral Instructions or
Written Instructions on behalf of the Fund 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;
(c) "Commission" shall have the meaning given it in the 1940 Act;
(d) "Custodian" refers to the custodian and any sub-custodian of all
securities and other property which the Fund 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 Fund and Investors Bank & Trust
Company);
(e) "Directors" or "Board of Directors" refers to the duly elected
Directors of the Fund;
(f) "Portfolio" refers to the Xxxxx Xxxxx Special Equities Fund or any such
other separate and distinct Portfolio as may from time to time be established
and designated by the Fund in accordance with the provisions of the Articles of
Organization.
(g) "Officer" shall mean the President, any Vice President, Secretary and
Treasurer;
(h) "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;
(i) "Prospectus" shall mean the Fund's current prospectus and statement of
additional information relating to the registration of the Fund's Shares under
the Securities Act of 1933, as amended, and the 1940 Act;
(j) "Shares" refers to the Shares of Common Stock of the Fund;
(k) "Shareholder" means a record owner of Shares;
(l) "Written Instructions" shall mean written communication signed by an
Authorized Person and actually received by the Transfer Agent; and
(m) 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 Fund hereby appoints and
constitutes the Transfer Agent as transfer agent for its Shares and as
shareholder servicing agent for the Fund, and the Transfer Agent accepts such
appointment and agrees to perform the duties hereinafter set forth. If the Board
of Directors, pursuant to the Articles of Incorporation, hereafter establishes
and designates a new Portfolio, the Transfer Agent agrees that it will act as
transfer agent and shareholder servicing agent for such new Portfolio in
accordance with the terms set forth herein. The Directors shall cause a written
notice to be sent to the Transfer Agent to the effect that it has established a
new Portfolio and that it appoints the Transfer Agent as transfer agent and
shareholder servicing agent for the new Portfolio. Such written notice must be
recieved by the Transfer Agent in a reasonable period of time prior to the
commencement of operations of the new Portfolio to allow the Transfer Agent, in
the ordinary course of its business, to prepare to perform its duties for such
new Portfolio.
3. COMPENSATION
(a) The Fund 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 Fund separately.
The Transfer Agent will xxxx the Fund as soon as practicable after the end
of each calendar month, and said xxxxxxxx will be detailed in accordance with
the Schedule A. The Fund will promptly pay to the Transfer Agent the amount of
such billing.
Out-of-pocket disbursements shall mean the items specified in the written
schedule of out-of-pocket charges annexed hereto as Schedule B and incorporated
herein. Reimbursement by the Fund for such out-of-pocket disbursements 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. Reimbursement by the
Fund for expenses other than those specified in Schedule B shall be upon mutual
agreement of the parties as provided in Schedule B.
(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
Fund shall upon request, 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 Articles of Organization of the Fund, as
amended;
(b) A copy of the resolution of the Directors authorizing the execution and
delivery of this Agreement;
(c) If applicable, a specimen of the certificate for Shares of the Fund in
the form approved by the Directors, with a certificate of an Officer of the Fund
as to such approval;
(d) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Fund;
(e) A signature card bearing the signatures of any Officer of the Fund or
other Authorized Person who will sign Written Instructions.
5. FURTHER DOCUMENTATION. The Fund will also furnish from time to time the
following documents:
(a) Certified copies of each vote of the Directors designating Authorized
Persons;
(b) The current Prospectus and Statement of Additional Information of the
Fund.
(c) Certificates as to any change in any Officer or Director of the Fund.
6. REPRESENTATIONS OF THE FUND. The Fund represents to the Transfer Agent
that all outstanding Shares are validly issued, fully paid and non-assessable by
the Fund. When Shares are hereafter issued in accordance with the terms of the
Fund's Articles of Organization and its Prospectus, such Shares shall be validly
issued, fully paid and non-assessable by the Fund.
In the event that the Board of Directors shall declare a distribution
payable in Shares, the Fund shall deliver to the Transfer Agent written notice
of such declaration signed on behalf of the Fund by an Officer thereof, upon
which the Transfer Agent shall be entitled to rely for all purposes, certifying
(i) the number of Shares involved and (ii) that all appropriate action has been
taken.
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 Fund and shall be expressed in a written schedule of duties of the
Transfer Agent annexed hereto as Schedule C and incorporated herein.
8. RECORDKEEPING 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, as amended, and the Rules thereunder, as the same may be amended
from time to time, and those records pertaining to the various functions
performed by it hereunder which are set forth in Schedule C and Exhibit 1 to
Schedule C attached hereto. All records and other data established and
maintained by the Transfer Agent pursuant to this Agreement shall be the
property of the Fund, shall be available for inspection and use by the Fund and
shall be surrendered promptly 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, as the same may be amended from time to time.
Disposition of such records after such prescribed periods shall be as mutually
agreed upon from time to time by the Fund and the Transfer Agent.
9. AUDIT, INSPECTION AND VISITATION. The Transfer Agent shall make
available during regular business hours all records and other data created and
maintained pursuant to this Agreement for reasonable audit and inspection by the
Fund, or any person retained by the Fund. Upon reasonable notice by the Fund,
the Transfer Agent shall make available during regular business hours its
facilities and premises employed in connection with its performance of this
Agreement for reasonable visitation by the Fund, or any person retained by the
Fund, to inspect its operating capabilities or for any other reason.
10. CONFIDENTIALITY OF RECORDS. The Transfer Agent agrees to treat all
records and other information relative to the Fund and its prior, present or
potential Shareholders in confidence except that, after prior notification to
and approval in writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the Transfer Agent may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund.
11. RELIANCE BY THE TRANSFER AGENT; INSTRUCTIONS
(a) The Transfer Agent will be protected in acting upon Written or Oral
Instructions which it may reasonably have 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 or any person until receipt of a Written
Instruction thereof from the Fund. 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 Fund and the proper
countersignature of the Transfer Agent.
(b) At any time the Transfer Agent may apply to any Authorized Person of
the Fund for Written Instructions and may, after obtaining prior oral or written
approval by an Authorized Person, seek advice from legal counsel for the Fund,
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 Fund or for the Transfer Agent.
Written Instructions requested by the Transfer Agent will be provided by the
Fund 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 them by any person representing or acting on behalf of the
Fund 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 propriety of the
amount per share to be paid on any redemption; (iii) the legality of the
declaration of any dividend by the Directors, 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.
12. ACTS OF GOD, ETC. The Transfer Agent will not be liable or responsible
for delays or errors by reason or circumstances beyond its control, including
acts of civil or military authority, national emergencies, fire, mechanical
breakdown beyond its control, flood, acts of God, insurrection, war, riots, and
loss of communication or power supply.
13. DUTY OF CARE AND INDEMNIFICATION. The Fund 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 Fund hereunder. In addition, the Fund 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 Fund or its own counsel; or (iii) any action taken as a
result of any error or omission in any record which the Transfer Agent had no
reason to believe was inaccurate (including but not limited to magnetic tapes,
computer printouts, hard copies and microfilm copies) and was delivered, or
caused to be delivered, by the Fund to the Transfer Agent in connection with
this Agreement.
In any case in which the Fund may be asked to indemnify or hold the
Transfer Agent harmless, the Fund shall be advised of all pertinent facts
concerning the situation in question and the Transfer Agent shall notify the
Fund promptly concerning any situation which presents or appears likely to
present a claim for indemnification against the Fund. The Fund 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 Fund so elects, such defense
shall be conducted by counsel chosen by the Fund, and thereupon the Fund 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 13. The Transfer Agent will not confess any
claim or make any compromise in any case in which the Fund will be asked to
provide indemnification, except with the Fund's prior written consent. The
obligations of the parties hereto under this Section shall survive the
termination of this Agreement.
14. TERMS AND TERMINATION. This Agreement shall become effective on the
date first set forth above (the "Effective Date") and shall continue in effect
from year to year thereafter as the parties may mutually agree; provided,
however, that either party hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall not be less than 60 days after the date of receipt of such notice. In the
event such notice is given by the Fund, it shall be accompanied by a resolution
of the Board of Directors, certified by a Secretary, electing to terminate this
Agreement and designating a successor transfer agent or transfer agents. Upon
such termination the Transfer Agent will deliver to such successor a certified
list of shareholders of the Fund (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
Fund, 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.
If this Agreement is terminated, the Transfer Agent shall deliver all
records and data established or maintained under this Agreement without
compensation or other fees except that the Transfer Agent shall be entitled to
incidental out-of-pocket expenses as limited by and provided for in Schedule B
to this Agreement incurred in the delivery of such records and data.
15. AMENDMENT. This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties.
16. SUBCONTRACTING. The Fund 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
Agent shall not relieve the Transfer Agent of its responsibilities hereunder and
provided that the Transfer Agent has given 30 days prior written notice to an
Authorized Person.
17. USE OF TRANSFER AGENT'S NAME. 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.
18. USE OF THE FUND'S NAME. The Transfer Agent shall not use the name of
the Fund or material relating to the Fund on any documents or forms for other
than internal use in a manner not approved prior thereto in writing; provided,
that the Fund 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.
19. SECURITY. The Transfer Agent represents and warrants that, to best of
its knowledge, the various procedures and systems 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 Fund'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.
20. INSURANCE. The Transfer Agent shall notify the Fund should any of its
insurance coverage as set forth in Schedule D attached hereto be changed for any
reason. Such notification shall include the date of change and reason or reasons
therefor. The Transfer Agent shall notify the Fund of any claims against it
whether or not they may be covered by insurance and shall notify the Fund from
time to time as may be appropriate, and at least within 30 days following the
end of each fiscal year of the Transfer Agent, of the total outstanding claims
made by the Transfer Agent under its insurance coverage.
21. MISCELLANEOUS
(a) Any notice or other instrument authorized or required by this Agreement
to be given in writing to the Fund 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 Fund:
Xxxxx Xxxxx Special Equities Fund, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: H. Day Brigham, Jr., Esq.
To the Transfer Agent:
Boston Safe Deposit and Trust Company
Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxx Xxxx
(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 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 or
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
22. LIABILITY OF DIRECTORS, OFFICERS AND SHAREHOLDERS. The execution and
delivery of this Agreement have been authorized by the Directors of the Fund and
signed by an authorized Officer of the Fund, acting as such, and neither such
authorization by such Directors 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 Directors or shareholders of the Fund, but bind only
the property of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective Officers thereunder duly authorized as of the day
and year first above written.
Xxxxx Xxxxx Special Equities Fund, Inc.
Attest: /s/ Xxxx X. Xxxxxxx, Xx. By: /s/ Xxxxx X. X'Xxxxxx
------------------------ --------------------------
BOSTON SAFE DEPOSIT AND
TRUST COMPANY
Attest: By: /s/ Xxxxx Xxxx
------------------------- -------------------------
Appendix A
AUTHORIZED PERSONS
Xxxxxxxx X. Xxxxxxx, Xx.
Xxxxxxx X. Xxxxxxxx
Xxxxxx X. XxxXxxxxx
Xxxxxx X. Xxxxxxxx
Schedule A
SCHEDULE OF FEES
Transfer Agent Fees are computed and paid monthly based on month end net assets
and the following annual rates:
First $250,000,000 8 basis points
$250,000,001 - $500,000,000 7 basis points
$500,000,001 and over 6 basis points
Schedule B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o postage and mailing
o forms
o outgoing wire charges
o telephone
o if applicable, magnetic tape and freight
o retention of records
o microfilm/microfiche
o stationery
o if applicable, terminals, transmitting lines and
any expenses incurred in connection with such
terminals and lines
The Fund agrees that an estimate of the postage and mailing expenses of the
Transfer Agent will be paid on the day of or prior to a mailing if requested
reasonably in advance by the Transfer Agent. In addition, the Fund will
reimburse the Transfer Agent for other expenses incurred by the Transfer Agent
which the Fund and the Transfer Agent agree are not otherwise properly borne by
the Transfer Agent as part of its duties and obligations under the Agreement.
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
between the Transfer Agent and the Fund. 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.
3. STATE REGISTRATION REPORTS. The Transfer Agent shall furnish the Fund,
on a state-by-state basis, sales reports, such periodic and special reports as
the Fund 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 Fund and the Transfer Agent.
4. SHARE CERTIFICATES
(a) At the expenses of the Fund, the Transfer Agent shall maintain an
adequate supply of blank Share certificates to meet the Transfer Agent's
requirements therefor. Such Share certificates shall be properly signed by
facsimile. The Fund agrees that, notwithstanding the death, resignation, or
removal of any Officer of the Fund whose signature appears on such certificates,
the Transfer Agent may continue to countersign certificates which bear such
signatures until otherwise directed by the Fund.
(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 Directors or any Officer of the Fund, upon receipt by the
Transfer Agent of properly executed affidavits and lost certificate bonds, in
form satisfactory to the Transfer Agent, with the Fund and the Transfer Agent as
obligees under the bond.
(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 forms, 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 separately for the Fund 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 Fund all reports to
Shareholders, dividend and distribution notices and proxy material for the
Fund's meetings of Shareholders, and such other communications as the Fund may
authorize. 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 Fund, or drawn or endorsed to the
Distributor of the Fund'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
Fund for the sale of such Shares.
Upon receipt of an order to purchase shares from a broker or dealer
pursuant to procedures approved by the Fund, the Transfer Agent shall record the
number of Shares sold for the account of such broker or dealer, the trade date
and price per share, the amount of money to be delivered to the Custodian of the
Fund for the sale of such Shares, and shall confirm such order and amount to the
broker or dealer promptly in accordance with good industry practice.
(b) ISSUANCE OF SHARES. Upon receipt of notification that the Custodian has
received the amount of money specified in the first paragraph of section (a)
above, 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.
(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 Fund and the Transfer Agent may
agree from time to time.
(d) SUSPENSION OF SALES OF SHARES. The Transfer Agent shall not be required
to issue any Shares of the Fund where it has received a Written Instruction from
the Fund or written notice from any appropriate Federal or state authority that
the sale of the Shares of the Fund 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 Fund 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 Fund's Prospectus, or as
authorized by the Fund pursuant to Written Instructions, including, but not
limited to, all requests from Shareholders to redeem Shares, all determinations
of the number of Shares required to be redeemed to fund designated monthly
payments and automatic payments or any such distribution or withdrawal plan.
The Transfer Agent reserves the right to refuse to transfer or redeem
Shares until it is satisfied that the instructions to do so are valid and
genuine, in accordance with procedures set forth in the Fund's Prospectus. The
Transfer Agent shall incur no liability for the refusal, in good faith, to make
transfer or redemptions which the Transfer Agent, in its good judgment deems
improper or unauthorized based upon such procedures, or until it is reasonably
satisfied that there is no basis for 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 Fund or of its own legal counsel protect it in
not requiring certain documents in connection with the transfer or redemption of
Shares. The Fund 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 the Fund which have been
purchased within 15 days of a redemption request, the Fund 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. When Shares are redeemed, the Transfer Agent
shall, upon receipt of the instructions and documents in proper form, deliver to
the Custodian a notification setting forth 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 Fund 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 money 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 Fund'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
Fund only in accordance with procedures agreed to in writing by the Transfer
Agent and the Fund for determining that good funds have been collected for the
purchase of such Shares, such written procedures being attached to this Schedule
as Exhibit 2. The Fund shall indemnify the Transfer Agent for any payment of
redemption proceeds or refusal or make such payment if the payment or refusal to
pay is in accordance with said written procedures.
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 Fund's net asset value.
(d) The Transfer Agent shall send to the Shareholder a confirmation of each
redemption showing the amount (and price) of shares redeemed, the new Share
balance, and such other information as the Fund may request 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 Directors of the
Fund with respect to its Shares, the Fund shall furnish to the Transfer Agent
Written Instructions setting forth, with respect to Shares 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
Directors, the Fund will cause the Custodian of the Fund 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 promptly mail
to each Shareholder 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, or by check,
to Shareholders of their designees, for shareholders who have so elected.
(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 the Fund as of the record date, the Transfer
Agent will, upon notifying the Fund, 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 in a timely manner such appropriate information returns concerning the
payment of dividends, return of capital, capital gains distributions and special
information returns for retirement plan accounts with the proper Federal, state,
local and other 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. The Transfer Agent shall also mail copies of such information returns to
the appropriate Shareholders.
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 disk, tape or other magnetic media 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 identification number, any
TEFRA and backup withholding)
o Other special coding for retirement plan accounts
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 Fund).
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 to all shareholders whose initial
subscriptions for Shares did not include certified taxpayer
identification numbers.
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 In accordance with procedures outlined in the Fund's
Prospectus, process and effect telephone exchanges among funds
with similar distribution plans.
o Maintain records of Letter of Intent escrow shares.
o Maintain records necessary to properly invoke the contingent
deferred sales charge.
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 Fund in accordance with written
procedures set forth in the Fund'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.
o Maintain and execute share purchases with respect to Rights of
Accumulation.
C. SPECIAL REQUIREMENTS WITH RESPECT TO DAILY FUNDING
The Transfer Agent shall provide the Custodian on or before 9:30 A.M. each day
reports summarizing the previous day's transaction activity, subtotaled by
transaction type and trade date, and showing the balance of the Fund's shares
outstanding and other pertinent information. These reports shall indicate all
cash amounts to be paid or received by the Fund for such purposes as settling
sales and redemption of Fund Shares or making distributions to Shareholders.
Providing that the Transfer Agent has reported the daily settlement amounts in a
timely manner with appropriate back-up documentation, the Fund will cause to be
wired monies due the Transfer Agent by the Fund on or before the close of
business that day. All monies due the Fund from the Transfer agent shall be
wired by the Transfer Agent on or before 2:00 P.M.
D. REPORTS PROVIDED TO THE FUND AND/OR THE CUSTODIAN
Furnish the following reports to the Fund:
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 Fund when sales of Shares in certain
states are within a specified percentage of the Shares
registered in the state.
E. DIVIDEND AND REDEMPTION ACTIVITY
o Calculate and process Share dividends and distributions as
instructed by the Fund.
o Compute; prepare and mail all necessary reports to
Shareholders, federal and/or state authorities as requested by
the Fund.
o On the payable date of a distribution to shareholders, the
Transfer Agent shall deliver to the Custodian a complete
dividend reconciliation, including the record date shares,
total amount distributed, amount reinvested and cash due the
Transfer Agent. Payment of the cash by the Custodian upon
receipt of the reconciliation shall be contingent upon the
Custodian's assent that the figures in such reconciliation
appear to be reasonable.
o The Transfer Agent shall deliver a final dividend
reconciliation to the Custodian no later than 30 days after
the payable date which will reflect any adjustments made
subsequent to the payable date. After the final dividend
reconciliation is prepared, no further adjustments shall be
made to affect the total amount of the distribution without
the written approval of the Fund.
F. 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 Fund an Affidavit of Mailing.
o At the time of the meeting, if requested, furnish a certified
list of Shareholders in hard copy, microfilm or microfiche and
Inspectors of Election.
G. PERIODIC ACTIVITIES
o Cause to be mailed reports, Prospectuses, and any other
enclosures requested by the Fund (material must be adaptable
to the mechanical equipment of Transfer Agent or its agents).
o Produce and mail periodic statements as requested to
Shareholders and broker/dealers.
H. AS OF TRANSACTIONS
o The Transfer Agent shall make every effort to minimize the
occurrence of "as of" transactions. For those that do occur,
the Transfer Agent shall maintain records as to the reason for
the delay in processing. In the event the delayed processing
is the fault of the Transfer Agent, and the Fund sustains a
loss, the Fund shall be entitled to compensation from the
Transfer Agent.
Exhibit 2
to
Schedule C
It is hereby agreed between the Fund 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.
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
24 MN Minnesota 10
25 MS Mississippi 10
26 MO Missouri 10
00 XX Xxxxxxx 00
XXXXX XXXXX NUMBER
CODE ABBREV. STATE DESCRIPTION OF DAYS
---- ------- ----------------- -------
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
49 WV West Virginia 9
50 WI Wisconsin 10
51 WY Wyoming 11
52 PR Puerto Rico 16
53 53 APO, FPO New York
54 54 APO, FPO California
55 55 Other U.S. Possessions
56 56 Foreign Addresses
SCHEDULE D
SCHEDULE OF INSURANCE COVERAGE
Boston Safe Deposit and Trust Company ("Boston Safe"), and its New York clearing
facility, Boston Safe Clearing Corporation, are named insureds under the
following insurance policies presently in force covering assets held in custody
at either company.
BANKERS BLANKET BOND
Basic Coverage: $22,500,000
Carrier: Continental Insurance Company #BND1619079, et al., policy dated
April 7, 1985 and effective until cancelled.
Deductible: $250,000
This coverage relates to any dishonest act of any employee of Boston
Safe and to any loss by burglary or mysterious unexplainable
disappearance of securities. The bond provides coverage for forgery
losses up to $2,500,000 and losses for Boston Safe's acceptance of
counterfeited securities in good faith up to $1,000,000.
Additional Coverage;
In addition, both companies are named insureds for $57,500,000 of
excess bond coverage through American Express, bringing the total
blanket bond coverage to $80,000,000
Also, through American Express, Boston Safe has $245,000,000 of Lost
Instrument Bond coverage in addition to the $80.0 million blanket bond
coverage.
ERRORS AND OMISSIONS & FIDUCIARY LIABILITY INSURANCE POLICY
Coverage: $5,000,000
Carrier First State Insurance Company, policy dated November 14,
1988, and effective until November 14, 1989
Deductible: $250,000
Protection under the Errors and Omissions Policy for an account would
be in the area of any alleged negligent act, error, or omission
committed by Boston Safe in the course of its performance of its duties
as Custodian.
As a participant in the Depository Trust Company ("DTC"), Boston Safe is insured
under policies made available by DTC with respect to securities deposited.
