SHAREHOLDER SERVICING
AGENT AGREEMENT
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THIS
AGREEMENT made and entered into on this ____ day of _________, 2004, by and between
XXXXXXX FUNDS, INC., a Maryland corporation (hereinafter sometimes referred to as the
“Fund”), and ______________, a corporation organized under the laws of the State
of _______ (hereinafter referred to as “Agent”).
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W I T N E S S E T H :
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WHEREAS,
the Fund is in the process of registering with the Securities and Exchange Commission as
an open-end management investment company under the Investment Company Act of 1940; and
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WHEREAS,
the Agent is a trust company and, among other things, is in the business of administering
transfer and dividend disbursing agent functions for the benefit of its customers.
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NOW,
THEREFORE, the Fund and the Agent do mutually promise and agree as follows:
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1. Employment.
The Fund hereby employs Agent to act as Shareholder Servicing Agent for
the Fund. Agent shall, at its own expense, render the services and assume
the obligations herein set forth subject to being compensated therefor as
herein provided.
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2. Authority
of Agent. Agent is hereby authorized by the Fund to receive all cash which
may from time to time be delivered to it by or for the account of the
Fund; to issue confirmations and/or certificates for shares of capital
stock of the Fund upon receipt of payment; to redeem or repurchase on
behalf of the Fund shares of capital stock of the Fund upon receipt of
certificates properly endorsed or properly executed written requests as
described in the Prospectus of the Fund and to act as dividend disbursing
agent for the Fund.
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3. Duties
of Agent. Agent hereby agrees to:
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B. Process
purchases, both initial and subsequent in accordance with conditions set
forth in the Fund’s prospectus as mutually agreed by the Fund and the
Agent.
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C. Transfer
shares of capital stock to an existing account or to a new account upon
receipt of required documentation in good order.
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D. Redeem
uncertificated and/or certificated shares upon receipt of required
documentation in good order.
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E. Issue
and/or cancel certificates as instructed; replace lost, stolen or
destroyed certificates
upon receipt of satisfactory indemnification or bond.
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F. Distribute
dividends and/or capital gain distributions. This includes disbursement as
cash or reinvestment and to change the disbursement option at the request
of shareholders.
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G. Process
exchanges between funds (process and direct purchase/redemption and
initiate new account or process to existing account).
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H. Make
miscellaneous changes to records, including, but not necessarily limited
to, address changes and changes in plans (such as systematic withdrawal,
dividend reinvestment, etc.).
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I. Prepare
and mail a year-to-date confirmation and statement as each transaction is
recorded in a shareholder account as follows: original to shareholder, with
copy to the Fund. Duplicate confirmations to be available on request
within current year.
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J. Handle
phone calls and correspondence in reply to shareholder requests except
those items set forth in referrals to Fund.
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Daily----- |
copies of confirmation year-to-date statements
with new share balances and
transaction journal with analysis of
accounts. |
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Monthly----- |
analysis of transactions and accounts by types. |
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Quarterly----- |
state sales analysis; sales by size; analysis
of systematic withdrawals, Xxxxx,
XXX and 403(b)(7) plans;
print-out of shareholder balances. |
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L. Daily
control and reconciliation of Fund shares with Agent’s records and
the Fund office records.
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M. Prepare
address labels or confirmations for four reports to shareholders per year.
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N. Mail
and tabulate proxies for one Annual Meeting of Shareholders, including
preparation of certified shareholder list and daily report to Fund
management, if required.
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O. Prepare
and mail annual Form 1099 to shareholders to whom dividends or
distributions are paid, with a copy for the IRS and a copy for the Fund if
required.
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P. Provide
readily obtainable data which may from time to time be requested for audit
purposes.
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Q. Replace
lost or destroyed checks.
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R. Continuously
maintain all records for active and closed accounts.
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S. Furnish
shareholder data information for a current calendar year in connection
with XXX and Xxxxx Plans in a format suitable for mailing to shareholders.
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4. Referrals
to Fund. Agent hereby agrees to refer to the Fund for reply the following:
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A. Requests
for investment information, including performance and outlook.
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B. Requests
for information about specific plans: (i.e., XXX, XXXXX, Systematic
Withdrawal).
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C. Requests
for information about exchanges between the funds.
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D. Requests
for historical fund prices.
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E. Requests
for information about the value and timing of dividend payments.
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F. Questions
regarding correspondence from the Fund and newspaper articles.
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G. Any
requests for information from nonshareholders.
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H. Any
other types of shareholder requests as the Fund may request from Agent in
writing.
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5. Compensation
to Agent. Agent shall be compensated for its services hereunder as may
from time to time be agreed upon in writing between the two parties. The
Fund will reimburse Agent for all out-of-pocket expenses, including, but
not necessarily limited to, postage, confirmation forms, etc. Special
projects, not included in the fee schedule and requested by proper
instructions from the Fund, shall be completed by Agent and invoiced to
the Fund as mutually agreed upon.
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6. Rights
and Powers of Agent. Agent’s rights and powers with respect to acting
for and on behalf of the Fund, including rights and powers of Agent’s
officers and directors, shall be as follows:
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A. No
order, direction, approval, contract or obligation on behalf of the Fund with
or in any way affecting Agent shall be deemed binding unless made in
writing and signed on behalf of the Fund by an officer or
officers of the Fund who have been duly authorized to so act on behalf of the Fund by its
Board of Directors.
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B. Directors,
officers, agents and shareholders of the Fund are or may at any time or
times be interested in Agent as officers, directors, agents, shareholders, or
otherwise. Correspondingly, directors, officers, agents and shareholders
of Agent are or may at any time or times be interested in the Fund as
directors, officers, agents, shareholders or otherwise. Agent shall, if it
so elects, also have the right to be a shareholder of the Fund.
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C. The
services of Agent to the Fund are not to be deemed exclusive and Agent shall
be free to render similar services to others as long as its services for
others does not in any manner or way hinder, preclude or prevent Agent
from performing its duties and obligations under this Agreement.
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D. The
Fund will indemnify the Agent and hold it harmless from and against all
costs, losses, and expenses which may be incurred by it and all claims or
liabilities which may be asserted or assessed against it as a result of
any action taken by it without negligence and in good faith, and for any
act, omission, delay or refusal made by the Agent in connection with this
agency in reliance upon or in accordance with any instruction or advice of
any duly authorized officer of the Fund.
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7. Effective
Date. This Agreement shall become effective ____________, 2004.
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8. Termination
of Agreement. This Agreement shall continue in force and effect until
terminated or amended to such an extent that a new Agreement is deemed
advisable by either party. Notwithstanding anything herein to the
contrary, this Agreement may be terminated at any time, without payment of
any penalty, by the Fund or Agent upon ninety (90) days’ written
notice to the other party.
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9. Amendment.
This Agreement may be amended by mutual written consent of the parties.
If, at any time during the existence of this Agreement, the Fund deems it
necessary or advisable in the best interests of Fund that any amendment of
this Agreement be made in order to comply with the recommendations or
requirements of the Securities and Exchange Commission or state regulatory
agencies or other governmental authority, or to obtain any advantage under
state or federal laws, the Fund shall notify Agent of the form of
amendment which it deems necessary or advisable and the reasons therefor,
and if Agent declines to assent to such amendment, the Fund may terminate
this Agreement forthwith.
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10. Notice.
Any notice that is required to be given by the parties to each other under
the terms of this Agreement shall be in writing, addressed and delivered,
or mailed postpaid to the other party at the principal place of business
of such party.
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XXXXXXX FUNDS, |
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INC. |
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By: _________________________________ |
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Attest: ______________________________ |
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By: _________________________________ |
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Attest: ______________________________ |
