TRANSFER AGENT SERVICES AGREEMENT
This Agreement, dated as of the 1st day of August, 1995, made by and
between IAA Trust Growth Fund, Inc. (the "Growth Fund"), a corporation duly
organized and existing under the laws of the state of Maryland and operating as
a registered investment company under the Investment Company Act of 1940, as
amended (the "Act"), and Fund/Plan Services, Inc. ("Fund/Plan"), a corporation
duly organized and existing under the laws of the State of Delaware
(collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Growth Fund desires to retain Fund/Plan to perform share
transfer agency, redemption and dividend disbursing services as set forth in
this Agreement and in Schedule "A" attached hereto, and to perform certain other
functions in connection with these duties; and
WHEREAS, Fund/Plan is registered with the Securities and Exchange
Commission as a Transfer Agent as required under Section 17(A)(c) of the
Securities Exchange Act of 1934, as amended; and
WHEREAS, Fund/Plan is willing to serve in such capacity and perform
such functions upon the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for good and valuable consideration, the receipt and
sufficiency is hereby acknowledged, the Parties hereto, intending to be legally
bound, do hereby agree as follows:
Section 1. The terms as defined in this Section wherever used in this
Agreement, or in any amendment or supplement hereto, shall have the meanings
herein specified unless the context otherwise requires.
Share Certificates shall mean the certificates representing shares of
stock of the Growth Fund.
Shareholders shall mean the registered owners of the Shares of the
Growth Fund in accordance with the share registry records maintained by
Fund/Plan for the Growth Fund.
Shares shall mean the issued and outstanding shares of the Growth Fund.
Signature Guarantee shall mean the guarantee of signatures by an
"eligible guarantor institution" as defined in rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended. Eligible guarantor institutions include banks,
brokers, dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings
associations. Broker-dealers guaranteeing signatures must be members of a
clearing corporation or maintain net capital of at least $100,000. Signature
guarantees will be accepted from any eligible guarantor institution which
participates in a signature guarantee program.
Oral Instruction shall mean an authorization, instruction, approval,
item or set of data, or information of any kind transmitted to Fund/Plan in
person or by telephone, telegram, telecopy or other mechanical or documentary
means lacking an original signature, by a person or persons reasonably
identified to Fund/Plan to be a person or persons so authorized by a resolution
of the Board of Directors of the Growth Fund.
Written Instruction shall mean an authorization, instruction, approval,
item or set of data or information of any kind transmitted to Fund/Plan in an
original writing containing an original signature or a copy of such document
transmitted by telecopy including transmission of such signature reasonably
identified to Fund/Plan to be the signature of a person or persons so authorized
by a resolution of the Board of Directors of the Growth Fund to give Written
Instructions to Fund/Plan.
TRANSFER AGENCY SERVICES
Section 2. The Fund shall furnish to Fund/Plan as Transfer Agent a
sufficient supply of blank Share Certificates and from time to time will renew
such supply upon the request of Fund/Plan. Such blank Share Certificates shall
be signed manually or by facsimile signatures of officers of the Fund authorized
by law or the by-laws of the Fund to sign Share Certificates and, if required,
shall bear the corporate seal or a facsimile thereof.
Section 3. Fund/Plan as Transfer Agent shall make original issues of
Shares in accordance with the terms of this agreement below and with the Growth
Fund's Prospectus and Statement of Additional Information then in effect, upon
the written request of the Growth Fund, and upon being furnished with (i) a
certified copy of a resolution or resolutions of the Board of Directors of the
Growth Fund authorizing such issue; (ii) an opinion of counsel as to the
validity of such Shares; and (iii) necessary funds for the payment of any
original issue tax applicable to such additional Shares.
Section 4. Transfers of Shares shall be registered and new Share
Certificates issued by Fund/Plan upon redemption of outstanding Share
Certificates, (i) in the form deemed by Fund/Plan to be properly endorsed for
transfer, (ii) with all necessary endorser's signatures guaranteed pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, accompanied
by, (iii) such assurances as Fund/Plan shall deem necessary or appropriate to
evidence the genuineness and effectiveness of each necessary endorsement, and
(iv) satisfactory evidence of compliance with all applicable laws relating to
the payment or collection of taxes.
Section 5. When mail is used for delivery of Share Certificates,
Fund/Plan shall forward Share Certificates in "non-negotiable" form by
first-class mail, and Share Certificates in "negotiable" form by registered
mail, all mail deliveries to be covered while in transit to the addressee by
insurance arranged for by Fund/Plan.
Section 6. In registering transfers, Fund/Plan as Transfer Agent may
rely upon the applicable commercial code or any other applicable law which, in
the written opinion (a copy of which shall previously have been furnished to the
Growth Fund) of counsel, protect Fund/Plan and the Growth Fund in not requiring
complete documentation, in registering transfer without inquiry into adverse
claims, in delaying registration for purposes of such inquiry, or in refusing
registration where in its judgment an adverse claim requires such refusal.
Section 7. Fund/Plan as Transfer Agent may issue new Share Certificates
in place of Share Certificates represented to have been lost, destroyed or
stolen, upon receiving indemnity satisfactory to Fund/Plan and may issue new
Share Certificates in exchange for and upon surrender of mutilated Share
Certificates.
Section 8. In case any officer of the Fund who shall have signed
manually or whose facsimile signature shall have been affixed to blank Share
Certificates shall die, resign or be removed prior to the issuance of such Share
Certificates, Fund/Plan as Transfer Agent may issue or register such Share
Certificates as the Share Certificates of the Fund notwithstanding such death,
resignation or removal; and the Fund shall file promptly with Fund/Plan such
approval, adoption or ratification as may be required by law.
Section 9. With respect to confirmed trades received by Fund/Plan as
Transfer Agent for the Fund, Fund/Plan shall periodically notify the Fund of the
current status of outstanding confirmed trades. Fund/Plan is authorized to
cancel confirmed trades which have been outstanding for thirty (30) days. Upon
such cancellation, the Transfer Agent shall instruct the Fund Accounting Agent
to adjust the books of the Fund accordingly.
Section 10. Fund/Plan will maintain stock registry records in the usual
form in which it will note the issuance, transfer and redemption of Shares and
the issuance and transfer of Share Certificates, and is also authorized to
maintain an account entitled Unissued Certificate
Account in which it will record the Shares and fractions issued and outstanding
from time to time for which issuance of Share Certificates is deferred.
Fund/Plan will provide reports of Fund Share purchases, redemptions, and total
Shares outstanding on the next business day after each net asset valuation.
Fund/Plan is authorized to keep records, which will be part of the stock
transfer records, in which it will note the names and registered address of
Shareholders and the number of Shares and fractions from time to time owned by
them for which no Share Certificates are outstanding. Each Shareholder will be
assigned a single account number even though Shares for which Certificates have
been issued will be accounted for separately.
Section 11. Fund/Plan will issue Share Certificates for Shares of the
Fund, only upon receipt of a written request from a Shareholder. In all other
cases, the Fund authorizes Fund/Plan to dispense with the issuance and
countersignature of Share Certificates whenever Shares are purchased. In such
case Fund/Plan as Transfer Agent, shall merely note on its stock registry
records the issuance of the Shares and fractions (if any), shall credit the
Unissued Certificate Account with the Shares and fractions issued and shall
credit the proper number of Shares and fractions to the respective Shareholders.
Likewise, whenever Fund/Plan has occasion to surrender for redemption Shares and
fractions owned by Shareholders, it shall be unnecessary to issue Share
Certificates for redemption purposes. The Fund authorizes Fund/Plan in such
cases to process the transactions by appropriate entries in its Share transfer
records, and debiting of the Unissued Certificate Account and the record of
issued Shares outstanding.
Section 12. Under this Agreement, Fund/Plan shall, in addition to the
duties and functions above-mentioned, perform the usual duties and functions of
a stock transfer agent for an investment company as listed in Schedule "A"
attached hereto. Fund/Plan may rely conclusively and act without further
investigation upon any list, instruction, certification, authorization or other
instrument or paper believed by it in good faith to be genuine and unaltered,
and to have been signed, countersigned, or executed by duly authorized person or
persons, or upon the instructions of any officer of the Growth Fund, or upon the
advice of counsel for the Growth Fund or for Fund/Plan. Fund/Plan may record any
transfer of Shares which is reasonably believed by it to have been duly
authorized or may refuse to record any transfer of Shares if in good faith
Fund/Plan in its capacity as Transfer Agent deems such refusal necessary in
order to avoid any liability either of the Growth Fund or Fund/Plan. The
Growth Fund agrees to indemnify and hold harmless Fund/Plan from and against any
and all losses, costs, claims, and liability which it may suffer or incur by
reason of so relying or acting or refusing to act. Fund/Plan shall maintain and
reconcile all operating bank accounts necessary to facilitate all transfer
agency processes; including, but not limited to, distribution disbursements,
redemptions and payment clearance accounts.
Section 13. In case of any request or demand for the inspection of the
Share records of the Growth Fund, Fund/Plan as Transfer Agent shall endeavor to
notify the Growth Fund and to secure instructions as to permitting or refusing
such inspection. Fund/Plan may, however, exhibit such records to any person in
any case where it is advised by its counsel that it may be held liable for
failure to do so.
Section 14. Fund/Plan acknowledges that all records that it maintains
on behalf of the Growth Fund are the property of the Growth Fund and will be
surrendered promptly to the Growth Fund upon written request. Fund/Plan will
preserve, for the periods prescribed under Rule 31a-2 under the Act, all such
records required to be maintained under Rule 31a-1 of the Act.
ISSUANCE OF SHARES
Section 15. Prior to the daily determination of net asset value in
accordance with the Fund's Prospectus and Statement of Additional Information,
Fund/Plan shall process all purchase orders received since the last
determination of the Fund's net asset value.
Fund/Plan shall calculate on a daily basis the amount available for
investment in Shares at the net asset value determined by the Growth Fund's
pricing agent as of the close of regular trading on the New York Stock Exchange,
the number of Shares and fractional Shares to be purchased and the net asset
value to be deposited with the custodian of the assets of the Growth Fund (the
"Custodian"). Fund/Plan shall place a purchase order daily with the Growth Fund
for the proper number of Shares and fractional Shares to be purchased and
confirm such number to IAA Trust Company, in writing.
Section 16. Fund/Plan having made the calculations provided for in
Section 9, shall thereupon pay over the net asset value of Shares purchased to
the Custodian. The proper number of Shares and fractional Shares shall then be
issued daily and credited by Fund/Plan to the Shareholder Registration Records.
The Shares and fractional Shares purchased for each Shareholder will be credited
by Fund/Plan to that Shareholder's separate account. Fund/Plan shall mail to
each Shareholder a confirmation of each purchase with, if requested, copies to
the
Growth Fund. Such confirmations will show the prior Share balance, the new Share
balance, the Shares for which Stock Certificates are outstanding (if any), the
amount invested and the price paid for the newly purchased Shares.
REDEMPTIONS
Section 17. Prior to the daily determination of net asset value in
accordance with the Fund's Prospectus and Statement of Additional Information
then in effect, Fund/Plan shall process all requests from Shareholders to redeem
Shares and determine the number of Shares required to be redeemed to make
monthly payments, automatic payments or the like. Thereupon, Fund/Plan shall
advise the Growth Fund of the total number of Shares available for redemption
and the number of Shares and fractional Shares requested to be redeemed. The
Growth Fund's pricing agent shall then determine the applicable net asset value.
Thereafter Fund/Plan shall furnish the Growth Fund with an appropriate
confirmation of the redemption and process the redemption by filing with the
Custodian an appropriate statement and make the proper distribution and
application of the redemption proceeds in accordance with the Fund's Prospectus
and Statement of Additional Information then in effect. The stock registry books
recording outstanding Shares, the Shareholder Registration Records and the
individual account of the Shareholder shall be properly debited.
Section 18. The proceeds of redemption shall be remitted by Fund/Plan
in accordance with the Fund's Prospectus and Statement of Additional Information
then in effect, by check mailed to the Shareholder at the Shareholder's
registered address or wired to an authorized bank account. If Share Certificates
have been issued for Shares being redeemed, then such Share Certificates and a
stock power with a signature guarantee of a commercial bank, or a member firm of
a national securities exchange shall accompany the redemption request. If Share
Certificates have not been issued to the redeeming Shareholder, the signature of
the Shareholder on the redemption request must be similarly guaranteed. The Fund
may authorize Fund/Plan to waive signature guarantees.
For the purposes of redemption of Shares which have been purchased
within 15 days of a redemption request, the Growth Fund shall provide Fund/Plan,
from time to time, with Written Instructions concerning the time within which
such requests may be honored.
DIVIDENDS
Section 19. The Growth Fund shall notify Fund/Plan of the date of each
dividend declaration or capital gains distribution and the record date for
determining the Shareholders entitled to payment. The per share payment amount
of any dividend or capital gain shall be determined by the Growth Fund after
receipt of necessary information from and consultation with Fund/Plan.
Section 20. On or before each payment date, the Growth Fund will notify
Fund/Plan of the total amount of the dividend or distribution currently payable.
Fund/Plan will, on the designated payment date, automatically reinvest all
dividends in additional Shares except in cases where Shareholders have elected
to receive distribution in cash, in which case Fund/Plan will mail distribution
checks to the Shareholders for the proper amounts payable to them from monies
transferred by The Custodian to Fund/Plan for that purpose.
FEES
Section 21. The Growth Fund agrees to pay Fund/Plan compensation for
its services and to reimburse it for expenses, at the rates and amounts as set
forth in Schedule "B" attached hereto, and as shall be set forth in any
amendments to such Schedule "B" approved by the Growth Fund and Fund/Plan. The
Growth Fund agrees and understands that Fund/Plan's compensation will be
comprised of two components, payable on a monthly basis, as follows:
(i) Subject to a minimum fee, the Growth Fund agrees to pay
Fund/Plan an annual Shareholder account maintenance fee calculated by
multiplying the monthly average number of accounts in each Fund by one twelfth
(1/12th) the per account fee as stated in Schedule "B". A combined account fee,
subject to a minimum amount, will be billed monthly to the Growth Fund. These
fees are to be paid by the Growth Fund within ten calendar days after receipt of
an invoice from Fund/Plan.
(ii) reimbursement of any reasonable out-of-pocket expenses
paid by Fund/Plan on behalf of the Growth Fund, which out-of-pocket expenses
will be billed to the Growth Fund within the first ten calendar days of the
month following the month in which such out-of-pocket expenses were incurred.
The Growth Fund agrees to reimburse Fund/Plan for such expenses within ten
calendar days of receipt of such xxxx.
For the purpose of determining fees payable to Fund/Plan, the value of
the Growth Fund's net assets shall be computed at the times and in the manner
specified in its Prospectus and Statement of Additional Information then in
effect. During the term of this Agreement, should the Growth Fund seek services
or functions in addition to those outlined above or in Schedule
"A" attached, a written amendment to this Agreement specifying the additional
services and corresponding compensation shall be executed by both Fund/Plan and
the Growth Fund.
GENERAL PROVISIONS
Section 22. Fund/Plan shall maintain records (which may be part of the
stock transfer records) in connection with the issuance and redemption of
Shares, and the disbursement of dividends and dividend reinvestments, in which
will be noted the transactions effected for each Shareholder and the number of
Shares and fractional Shares owned by each Shareholder. Fund/Plan agrees to make
available upon request and to preserve for the periods prescribed in Rule 31a-2
under the Investment Company Act of 1940, as amended, any records relating to
services provided under this Agreement which are required to be maintained by
Rule 31a-1 under the Act.
Section 23. In addition to the services as Transfer Agent and dividend
disbursing agent set forth above, Fund/Plan will perform other services for the
Growth Fund as agreed upon from time to time, including but not limited to,
preparation of and mailing Federal Tax Information Forms, mailing semi-annual
reports of the Growth Fund, preparation of one annual list of Shareholders, and
mailing notices of shareholders' meetings, proxies and proxy statements.
Section 24. Nothing contained in this Agreement is intended to or shall
require Fund/Plan in any capacity hereunder, to perform any functions or duties
on any holiday, day of special observance or any other day on which the
Custodian or the New York Stock Exchange are closed. Functions or duties
normally scheduled to be performed on such days shall be performed on, and as
of, the next business day on which both the New York Stock Exchange and the
Custodian are open.
Section 25.
(a) Fund/Plan, its directors, officers, employees,
shareholders and agents shall only be liable for any error of judgment or
mistake of law or for any loss suffered by the Growth Fund, in connection with
the performance of this Agreement that result from willful misfeasance, bad
faith or negligence on the part of Fund/Plan in the performance of its
obligations and duties under this Agreement.
(b) Any person, even though also a director, officer,
employee, shareholder or agent of Fund/Plan, who may be or become an officer,
trustee, employee, or agent of the Growth Fund, shall be deemed, when rendering
services to such entity or acting on any
business of the Growth Fund, (other than services or business in connection with
Fund/Plan's duties hereunder), to be rendering such services to or acting solely
for the Growth Fund and not as a director, officer, employee, shareholder or
agent of, or one under the control or direction of Fund/Plan even though that
person is being paid salary by Fund/Plan.
(c) Notwithstanding any other provision of this Agreement, the
Growth Fund shall indemnify and hold harmless Fund/Plan, its directors,
officers, employees, shareholders and agents from and against any and all
claims, demands, expenses and liabilities (whether with or without basis in fact
or law) of any and every nature which Fund/Plan may sustain or incur or which
may be asserted against Fund/Plan by any person by reason of, or as a result of
(i) any action taken or omitted to be taken by Fund/Plan in good faith
hereunder; (ii) any action taken or omitted to be taken by Fund/Plan in good
faith in reliance upon any certificate, instrument, order, or stock certificate
or other document reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized person, upon the Oral
Instructions or Written Instructions of an authorized person of the Growth Fund
or upon the opinion of legal counsel to the Growth Fund, or its own counsel; or
(iii) any action taken or omitted to be taken by Fund/Plan in connection with
its appointment under this agreement, which action or omission was taken in good
faith in reliance upon any law, act, regulation or interpretation of the same
even though the same may thereafter have been altered, changed, amended, or
repealed. Indemnification under this subparagraph, however, shall not apply to
actions or omissions of Fund/Plan or its directors, officers, employees,
shareholders, or agents in cases of its or their willful misfeasance, bad faith,
negligence or reckless disregard of its or their duties hereunder.
(d) Fund/Plan shall give written notice to the Growth Fund
within ten (10) business days of receipt by Fund/Plan of a written assertion or
claim of any threatened or pending legal proceeding which may be subject to this
indemnification. The failure to notify the Growth Fund of such written assertion
or claim shall not, however, operate in any manner whatsoever to relieve the
Growth Fund of any liability arising under this Section or otherwise, except to
the extent that failure to give notice prejudices the Growth Fund.
(e) For any legal proceeding giving rise to this
indemnification, the Growth Fund shall be entitled to defend or prosecute any
claim in the name of Fund/Plan at its own expense and through counsel of its own
choosing if it gives written notice to Fund/Plan within ten (10) business days
of receiving notice of such claim. Notwithstanding the foregoing,
Fund/Plan may participate in the litigation at its own expense through counsel
of its own choosing. In the event the Growth Fund chooses to defend or prosecute
such claim, the parties shall cooperate in the defense or prosecution thereof
and shall furnish such records and other information as are reasonably
necessary.
(f) The Growth Fund shall not settle any claim under Sub
Section (d) and (e) without Fund/Plan's express written consent, which consent
shall not be unreasonably withheld. Fund/Plan shall not settle any such claim
without the Growth Fund's express written consent, which likewise shall not be
unreasonably withheld.
Section 26. Fund/Plan is authorized, upon receipt of Written
Instructions from the Growth Fund, to make payment upon redemption of Shares
without a signature guarantee. The Growth Fund hereby agrees to indemnify and
hold Fund/Plan, its successors and assigns, harmless of and from any and all
expenses, damages, claims, suits, liabilities, actions, demands, losses
whatsoever arising out of or in connection with a payment by Fund/Plan upon
redemption of Shares pursuant to Written Instructions and without a signature
guarantee; upon the request of Fund/Plan, the Growth Fund shall assume the
entire defense of any action, suit or claim subject to the foregoing indemnity.
Fund/Plan shall notify the Growth Fund of any such action, suit or claim within
thirty (30) days after receipt by Fund/Plan of notice thereof.
Section 27.
(a) The term of this Agreement shall be for a period of three (3)
years, commencing on the date hereinabove first written (the "Effective Date"),
and shall continue thereafter on a year to year term subject to termination by
either Party set forth in (c) below.
(b) The fee schedule set forth in Schedule "B" attached shall be fixed
for three (3) years commencing on the Effective Date of this Agreement. Such
fees are to be paid by the Fund within ten calendar days of receipt of an
invoice from Fund/Plan after the end of each month.
(c) After the initial term of this Agreement, the Growth Fund or
Fund/Plan may give written notice to the other of the termination of this
Agreement, such termination to take effect at the time specified in the notice,
which date shall not be less than one hundred twenty (120) days after the date
of receipt of such notice. Upon the effective termination date, the Growth Fund
shall pay to Fund/Plan such compensation as may be due as of the date of
termination and shall likewise reimburse Fund/Plan for any out-of-pocket
expenses and disbursements reasonably incurred by Fund/Plan to such date.
(d) If a successor to any of Fund/Plan's duties or responsibilities
under this Agreement is designated by the Growth Fund by written notice to
Fund/Plan in connection with the termination of this Agreement, Fund/Plan shall
promptly upon such termination and at the expense of the Growth Fund, transfer
all required records and shall cooperate in the transfer of such duties and
responsibilities.
Section 28. The Growth Fund shall file with Fund/Plan a certified copy
of each resolution of its Board of Directors authorizing the execution of
Written Instructions or the transmittal of Oral Instructions, as provided in
Section 1 of this Agreement.
Section 29. Except as otherwise provided in this Agreement, any notice
or other communication required by or permitted to be given in connection with
this Agreement shall be in writing, and shall be delivered in person or sent by
first class mail, postage prepaid, to the respective parties as follows:
If to the Growth Fund: If to Fund/Plan:
IAA Trust Growth Fund, Inc. Fund/Plan Services, Inc.
000 XXX Xxxxx 0 Xxxx Xxx Xxxxxx
Xxxxxxxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx Attention: Xxxxxxx X. Xxxxx,
Vice President President
Section 30. The Growth Fund represents and warrants to Fund/Plan that
the execution and delivery of this Agreement by the undersigned officers of the
Growth Fund has been duly and validly authorized by resolution of the Board of
Directors of the Growth Fund.
Section 31. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 32. This Agreement shall extend to and shall be binding upon
the Parties and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Growth Fund without the written
consent of Fund/Plan or by Fund/Plan without the written consent of the Growth
Fund, authorized or approved by a resolution of their respective Boards of
Directors.
Section 33. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania and the venue of any action arising under this
Agreement shall be Xxxxxxxxxx
County, Commonwealth of Pennsylvania.
Section 34. No provision of this Agreement may be amended or modified,
in any manner except in writing, properly authorized and executed by Fund/Plan
and the Growth Fund.
Section 35. If any part, term or provision of this Agreement is held by
any court to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be affected,
and the rights and obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to
be illegal or invalid, provided that the basic agreement is not thereby
substantially impaired.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
consisting in its entirety, of twelve typewritten pages, together with Schedules
"A" and "B", to be signed by their duly authorized officers as of the day and
year first above written.
IAA Trust Growth Fund, Inc. Fund/Plan Services, Inc.
------------------------------------ --------------------------------------
By: Xxxx X. Xxxx By: Xxxxxxx X. Xxxxx, President
Vice President
SCHEDULE "A"
TRANSFER AGENT/SHAREHOLDER SERVICES
FOR
IAA TRUST GROWTH FUND, INC.
The following Transfer Agency Services shall be provided under this agreement:
o Opening new accounts and entering demographic data into shareholder base.
o Real-time Customer Information File (CIF) to link accounts within a Fund
and across all Funds.
o 100% Quality Control of new accounts opened on a same-day/next day basis.
o Account Maintenance
o Processing all investments including:
- initial investments
- subsequent investments through lock box computer interface
- pre-authorized investments through ACH
- government allotments through ACH
o Processing tax ID certifications and Non-Resident Alien (NRA) and
reporting back-up withholding.
o Processing legal transfers of accounts.
o Automated exchange processing.
o Recording and retaining on tape all shareholder calls.
o Research and respond to shareholder calls and written inquiries.
o Generating account statements with copies to appropriate interested
parties. (Up to four statements.)
o Redemption processing includes:
- complete and partial redemptions
- check redemption processing (if applicable)
o Distribution options:
- federal wires*
- mailing checks
- ACH*
o Certificate issuance and cancellation.
o Replacement of certificates through surety bonds.*
o Process dividends and capital gains distributions.
o Producing daily and monthly reports of shareholder activity.
Daily Reports
-------------
Report Number Report Description
(no report number) Daily Activity Register
024 Tax Reporting Proof
051 Cash Receipts and Disbursement Proof
053 Daily Share Proof
091 Daily Gain/Loss Report
104 Maintenance Register
044 Transfer/Certificate Register
056 Blue Sky Warning Report
501 New Account Report
038 Money Market Payment & Adjustment Detail
039 Money Market Distribution Proof Report
Monthly Reports
---------------
Report Description
Blue Sky
Certificate Listing
State Sales and Redemption
Monthly Statistical
Account Demographic Analysis
MTD Sales - Demographics by Account Group
Account Analysis by Type
o Preparation of federal tax information forms to include 1099-DIV's,
1099-B's, 1042's, etc. to shareholders with tape to IRS.
o Microfilming and indexing in PC system of all application,
correspondence and other pertinent shareholder documents to provide
automated location of these records.
o Microfilming all checks presented for investment and check redemptions.
o Processing reinvestment of dividends of one fund into another fund.
o Addressing, mailing and tabulation of annual proxy cards (one per year).
o Ad Hoc reports as requested by fund management.*
o System access by PC dial-up or by dedicated line for IAA initiated calls
only (if applicable).*
o Retirement Plan processing (XXX, SEP, Omnibus Qualified Plans)
- Systematic tracking of current, prior year and rollover contributions
- 5498 tax reporting
- 1099R reporting on distributions
- Processing transfer of assets between custodians
- PC based recalculation of required minimum distributions for XXX SWP's
for shareholders over 59 1/2 years of age.
o Preparation of one annual list of shareholders.
o Prepare shareholder lists, labels, etc.*
o Processing sweep purchases and redemptions for brokerage, bank or other
accounts via tape or transmission.*
* Separate fees will apply for these services
SCHEDULE "B"
SHAREHOLDER SERVICES AND TRANSFER AGENT FEE SCHEDULE
FOR
IAA TRUST GROWTH FUND, INC.
This Fee Schedule is fixed for a period of three (3) years from the Effective
Date as that term is defined in the Agreement.
I. A) Base Fee
$15.00 per account per year (1/12 payable monthly)
Minimum monthly fee - $2,000
B) IRA's, 403(b) Plans, Defined Contribution/Benefit Plans:
$ 12.00 per Account Annual Maintenance Fee
II. Out-of-Pocket Expenses:
The Growth Fund will reimburse Fund/Plan Services monthly for all
reasonable out-of-pocket expenses, including postage, stationery
(statements), telecommunications (telephone, fax, dedicated 800 line,
on-line access), special reports, transmissions, records retention,
tapes, couriers and any pre-approved travel expenses.
III. Additional Services
Activities of a non-recurring nature including but not limited to fund
consolidations, mergers, acquisitions, reorganizations, the addition or
deletion of a series, and shareholder meetings/proxies are not included
herein, and will be quoted separately. To the extent the Growth Fund
should decide to issue multiple/separate classes of shares, additional
fees will apply. Any enhanced services, programming requests or reports
will be quoted upon request.
