TRANSFER AGENCY AGREEMENT
Agreement made as of March 1, 1991, by and between Twentieth Century World
Investors, Inc., a Maryland Corporation ("World Investors"), and Twentieth
Century Services, Inc., a Missouri Corporation ("Services").
1. By action of its Board of Directors, World Investors on February 9,
1991, appointed Services as its transfer agent, and Services accepted such
appointment.
2. As transfer agent for World Investors, Services shall perform all the
functions usually performed by transfer agents of investment companies, in
accordance with the policies and practices of World Investors as disclosed in
its prospectus or otherwise communicated to Services from time to time,
including but not limited to, the following:
(a) Recording the ownership, transfer, conversion and cancellation of
ownership of shares of World Investors on the books of World
Investors;
(b) Causing the issuance, transfer, conversion and cancellation of
stock certificates of World Investors;
(c) Establishing and maintaining records of accounts;
(d) Computing and causing to be prepared and mailed or otherwise
delivered to shareholders payment of redemption proceeds due
from World Investors on redemption of shares and notices of
reinvestment in additional shares of dividends, stock dividends
or stock splits declared by World Investors on shares of World
Investors;
(e) Furnishing to shareholders such information as may be reasonably
required by World Investors, including confirmation of
shareholder's transactions and appropriate income tax
information;
(f) Addressing and mailing to shareholders prospectuses, annual and
semiannual reports; addressing and mailing proxy materials for
shareholder meetings prepared by or on behalf of World Investors,
and tabulating the proxy votes;
(g) Replacing allegedly lost, stolen or destroyed stock certificates
in accordance with and subject to usual and customary procedures
and conditions;
(h) Maintaining such books and records relating to transactions
effected by Services pursuant to this Agreement as are required
by the Investment Company Act, or by rules or regulations
thereunder, or by any other applicable provisions of law, to be
maintained by World Investors or its transfer agent with respect
to such transactions; preserving, or causing to be preserved, any
such books and records for such periods as may be required by any
such law, rule or regulation; furnishing World Investors such
information as to such transactions and at such times as may be
reasonably required by it to comply with applicable laws and
regulations, including but not limited to the laws of the several
states of the United States;
(i) Dealing with and answering all correspondence from or on behalf
of shareholders relating to its functions under this Agreement.
3. World Investors may perform on-site inspection of records and accounts
and perform audits directly pertaining to World Investors shareholder accounts
serviced by Services hereunder at Services' facilities in accordance with
reasonable procedures at the frequency necessary to show proper administration
of this agreement and the proper audit of World Investors' financial
statements. Services will cooperate with World Investors' auditors and the
representatives of appropriate regulatory agencies and furnish all reasonably
requested records and data.
4. (a) Services will at all times exercise due diligence and good faith
in performing its duties hereunder. Services will make every reasonable effort
and take all reasonably available measures to assure the adequacy of its
personnel and facilities as well as the accurate performance of all services to
be performed by it hereunder within the time requirements of any applicable
statutes, rules or regulations or as disclosed in World Investors' prospectus.
(b) Services shall not be responsible for, and World Investors agrees
to indemnify Services, for any losses, damages or expenses (including reasonable
counsel fees and expenses) (a) resulting from any claim, demand, action or suit
not resulting from Services' failure to exercise good faith or due diligence and
arising out of or in connection with Services' duties on behalf of the fund
hereunder; (b) for any delay, error, or omission by reason or circumstance
beyond its control, including acts of civil or military authority, national
emergencies, labor difficulties (except with response to Services' employees),
fire, mechanical breakdowns beyond its control, flood or catastrophe, act of
God, insurrection, war, riot or failure beyond its control of transportation,
communication or power supply; or (c) for any action taken or omitted to be
taken by Services in good faith in reliance on (i) the authenticity of any
instrument or communication reasonably believed by it to be genuine and to have
been properly made and signed or endorsed by an appropriate person, or (ii) the
accuracy of any records or information provided to it by World Investors, (iii)
any authorization or instruction contained in any officers' instruction, or (iv)
any advice of counsel approved by World Investors who may be internally employed
counsel or outside counsel, in either case for World Investors or Services.
5. Services shall not look to World Investors for compensation for its
services described herein. It shall be compensated entirely by Investors
Research Corporation, pursuant to the management agreement between Investors
Research Corporation and World Investors which requires Investors Research
Corporation to pay, with certain exceptions, all of the expenses of World
Investors.
6. (a) This Agreement may be terminated by either party at any time
without penalty upon giving the other party 60 days written notice (which
notice may be waived by either party).
(b) Upon termination, Services will deliver to World Investors all
microfilm records pertaining to shareholder accounts of World Investors, and all
records of shareholder accounts in machine readable form in the format in which
they are maintained by Services.
(c) All data processing programs used by Services in connection with
the performance of its duties under this Agreement are the sole and exclusive
property of Services, and after the termination of this Agreement, World
Investors shall have no right to use the same.
IN WITNESS WHEREOF, the parties have executed this instrument as of the day
and year first above written.
Twentieth Century World Investors, Inc.
By: /s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx Xx., President
Twentieth Century Services, Inc.
By: /s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Vice President
