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FORM OF
SUB-TRANSFER AGENCY AGREEMENT
AGREEMENT made as of the ____ day of _______,1996 by and between Xxxxx Xxxxxx
Concert Series Inc. (the "Fund") and PFS Shareholders Services (the
"Sub-Transfer Agent").
WITNESSETH:
WHEREAS, the Fund desires that Sub-Transfer Agent be retained to perform
certain recordkeeping and accounting services and functions with respect to
transactions in Fund's Class A and Class B shares ("Shares") made by
shareholders of the Fund (the "Shareholders") when the Sub- Transfer Agent
maintains with the Fund's transfer agent ("Transfer Agent") a single
master shareholder account with respect to the Shareholders; and
WHEREAS, Sub-Transfer Agent desires to provide such services on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the following premises and mutual
covenants, the parties agree as follows:
1. Services Provided by Sub-Transfer Agent
When and to the extent requested by the Fund, Sub-Transfer Agent agrees to
perform recordkeeping and accounting services and functions with respect to
transactions in Shares made by the Shareholders when the Sub-Transfer Agent
maintains with the Transfer Agent a single master shareholder account. To
the extent requested, Sub-Transfer will provide the following services:
A. Maintain separate records for each Shareholder reflecting Shares
purchased, redeemed and exchanged on behalf of such Shareholder and
outstanding balances of Shares owned by or for the benefit of such
Shareholder.
B. Prepare and transmit to Shareholders periodic account statements
indicating the number of Shares of the Fund owned by or for the
benefit of Shareholders and purchases, redemptions and exchanges made
on behalf of Shareholders.
C. Transmit to Shareholders copies of proxy materials, periodic reports
and other materials relating to the Fund.
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D. With respect to each Shareholder, aggregate all purchase,
redemption and exchange orders made by or on behalf of the
Shareholders and transmit instructions based on such aggregate
orders ("Instructions") to the Transfer Agent for acceptance.
E. Transmit to the Shareholders confirmations of transactions made in
accordance with Instructions.
F. Provide to the Fund, the Transfer Agent and/or other parties
designated by them such other information relating to transactions
in and holdings of Shares by or on behalf of the Shareholders as is
reasonably requested.
G. Arrange for the delivery to the Transfer Agent of appropriate
documentation and, in the case of purchase orders, payment, in
connection with each aggregate order transmitted to the Transfer Agent.
2. Appointment as Agent for Limited Purpose Sub-Transfer Agent shall be deemed
to be agent of the Fund for the sole and limited purpose of receiving purchase,
redemption and exchange orders from Shareholders and transmitting corresponding
Instructions to the Transfer Agent. Except as provided specifically herein,
neither Sub-Transfer Agent nor any person to which Sub-Transfer Agent may
delegate any of its duties hereunder shall be or hold itself out as an agent of
the Transfer Agent or the Fund.
3. Delegation by Sub-Transfer Agent With respect to any Shareholder,
Sub-Transfer Agent may delegate some or all of its duties under this Agreement
to other parties which after reasonable inquiry Sub-Transfer Agent deems to be
competent to assume such duties. In the event of any such delegation,
Sub-Transfer Agent shall enter into a written agreement with the delegatee in
which the delegatee will, among other things:
A. agree to forward Instructions to the Transfer Agent within such
time periods as are specified by the Transfer Agent, the Fund's
prospectus and applicable law and regulation; and
B. represent and warrant that it is duly registered as required under
all federal and state securities laws.
4. Records and Reporting
Sub-Transfer Agent will maintain and preserve all records as required by law in
connection with its provision of services under this Agreement. Upon the
reasonable request of the Fund or the Transfer Agent, Sub-Transfer Agent will
provide copies of: historical records relating to transactions involving the
Fund and Shareholders; written communications regarding the Fund to or from
Shareholders; and other materials relating to the provision of services by Sub-
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Transfer under this Agreement. Sub-Transfer Agent will comply with any
reasonable request for such information and documents made by the board of
directors of the Fund or any governmental body or self-regulatory organization.
Sub- Transfer Agent agrees that it will permit the Fund, the Transfer Agent or
their representatives to have reasonable access to its personnel and records in
order to facilitate the monitoring of the quality of the services provided by
Sub-Transfer Agent. Notwithstanding anything herein to the contrary,
Sub-Transfer Agent shall not be required to provide the names and addresses of
Shareholders to the Fund or the Transfer Agent, unless applicable law or
regulation otherwise requires.
5. Sub-Transfer Agent's Ability to Provide Services Sub-Transfer Agent agrees to
notify the Fund promptly if for any reason it is unable to perform its
obligations under this Agreement.
6.Compensation
A. In consideration of performance of the services by Sub-
Transfer Agent hereunder and the costs it will incur in providing
those services, the Fund agrees to reimburse Sub-Transfer for
its costs (including payments to delegatees) in amounts that do
not exceed those indicated in the maximum reimbursement schedule
attached as Schedule A hereto. With respect to any Shareholder,
to the extent Sub-Transfer Agent delegates any obligations
hereunder to a third party, Sub-Transfer Agent will negotiate in
good faith with such third party delegatee regarding the fees to be
paid to the delegatee. Sub-Transfer Agent, and not the Fund,
will be solely responsible for compensating such a delegatee. If
as a result of its fee negotiations with such a delegatee Sub-
Transfer Agent is required to pay the delegatee less than would be the
case if Exhibit A were the delegatee's fee schedule, Sub-Transfer
Agent will reduce the amount of compensation it receives from the
Fund hereunder by the amount of such differential.
B. The Fund agree to reimburse Sub-Transfer Agent or its delegatees
for their reasonable out-of-pocket costs incurred in connection
with mailings to Shareholders of materials as described in Paragraph 1
hereto.
C. Sub-Transfer Agent will permit the Fund or its representatives
(including counsel and independent accountants) with reasonable
access to its records to enable the Fund to verify that Sub-Transfer
Agent's charges to the Fund hereunder comply with the provisions of
this Agreement. Such access shall include, but not be limited to, up
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to four on-site inspections of Sub-Transfer Agent's records each
year.
7. Indemnification
Sub-Transfer Agent shall indemnify and hold harmless Fund from and against any
and all losses and liabilities that any one or more of them may incur, including
without limitation reasonable attorneys' fees, expenses and costs arising out of
or related to the performance or non-performance of Sub-Transfer Agent or any of
its delegatees of its responsibilities under this Agreement; excluding, however,
any such claims, suits, loss, damage or costs caused by, contributed to or
arising from any noncompliance by the Fund with its obligations under this
Agreement, as to which the Fund shall indemnify, hold harmless and defend
Sub-Transfer Agent on the same basis as set forth above.
8. Termination
This Agreement may be terminated at any time by Sub-Transfer Agent or the Fund
upon 30 days written notice. The provisions of paragraphs 4 and 7 shall continue
in full force and effect after termination of this Agreement.
9. Addition of Funds
In addition to the Fund, any other mutual fund sponsored by Xxxxx Xxxxxx Inc. or
its affiliates may become a party to this Agreement by having this Agreement
executed on its behalf.
10. Miscellaneous
This Agreement represents the entire agreement between the parties with regard
to the matters described herein, and may not be modified or amended except by
written instrument executed by all parties. This Agreement may not be assigned
by any party hereto without the prior written consent of the other parties. This
Agreement is made and shall be construed under the laws of the State of New
York. This Agreement supersedes all previous agreements and understandings
between the parties with respect to its subject matter. If any provision of the
Agreement shall be held or made invalid by a statute, rule, regulation, decision
of a tribunal or otherwise, the remainder of the Agreement shall not be affected
thereby. No Fund shall be responsible for the liabilities of any other Fund
hereunder.
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IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
PFS SHAREHOLDER SERVICES
By:
Title:
XXXXX XXXXXX CONCERT SERIES INC.
By:
Title:
