A G R E E M E N T
THIS AGREEMENT, made as of the 14th day of December 1999,
by and between Lord Xxxxxx Large-Cap Growth Fund, a Delaware business trust,
having its principal office and place of business at 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx, and on or about January 17, 2000, 00 Xxxxxx Xxxxxx, Xxxxxx Xxxx, XX
(hereinafter called the "Trust"), and UNITED MISSOURI BANK OF KANSAS CITY, N.
A., a national banking association, having its principal office and place of
business at Kansas City, Missouri (hereinafter sometimes called the "Bank" or
"Transfer Agent"),
WITNESSETH:
WHEREAS, the Trust desires to appoint the Bank as Transfer Agent
and Dividend Disbursing Agent, and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Section 1. CERTAIN REPRESENTATIONS AND WARRANTIES OF THE BANK.
The Bank represents and warrants to the Trust that:
1.01 It is a national banking association duly organized and existing
and in good standing under the laws of the United States of
America.
1.02 It is duly qualified to carry on its business in the State of
Missouri.
1.03 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform the services contemplated in
this Agreement.
1.04 All requisite trust proceedings have been taken to authorize it
to enter into and perform this Agreement.
1.05 It has or has available to it, and will continue to have
available and cause to be maintained, the necessary facilities,
equipment and personnel to perform its duties and obligations
under this Agreement.
Section 2. CERTAIN REPRESENTATIONS AND WARRANTIES OF THE TRUST.
The Trust represents and warrants to the Bank that:
2.01 It is a business trust duly organized and existing and in good
standing under the laws of the State of Delaware.
2.02 It is an open-end diversified management investment company
registered under the Investment Company Act of 1940.
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2.03 A registration statement under the Securities Act of 1933 is
currently effective with respect to all shares of the Trust being
offered for sale.
2.04 All requisite steps have been taken to register the Trust's
shares for sale in all states in which the Trust's shares are now
offered for sale through independent dealers, and the Trust has
no notice of any stop order or other proceeding in any such state
affecting such registration or the sale of the Trust's shares.
2.05 The Trust is empowered under applicable laws and by its charter
and by-laws to enter into and perform this Agreement; and, when
authorized by its Board of Trustees, all requisite trust
proceedings will have been taken to authorize it to enter into
and perform this Agreement.
Section 3. SCOPE OF APPOINTMENT.
3.01 Subject to the conditions set forth in this Agreement, the Trust
hereby employs and appoints the Bank as Transfer Agent and
Dividend Disbursing Agent effective December 14, 1999.
3.02 The Bank hereby accepts such employment and appointment and
agrees that on and after December 14, 1999, it will act as the
Trust's Transfer Agent and Dividend Disbursing Agent. The Bank
agrees that it will also act as agent in connection with the
Trust's Periodic Investment Program and Periodic Withdrawal Plan
accounts and other accumulation, open-account or similar plans
for shareholders and that it will provide services as custodian
of Xxxxx plans and XXX plans for shareholders of mutual funds
managed by Lord, Xxxxxx & Co. which are approved and accepted by
the Bank.
3.03 The Bank agrees to provide the necessary facilities, equipment
and personnel to perform its duties and obligations hereunder in
accordance with the best industry practice.
3.04 The Trust states that as of December 14, 1999, all of its
existing shareholder and account records or such thereof as are
deemed necessary for the performance of the duties of the
Transfer Agent hereunder are in the possession of Data-Sys-Tance,
Inc., 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx (hereinafter
called "DST"), and that the Transfer Agent is entitled to rely on
the correctness and accuracy of all such records in the
performance of its duties as required by this Agreement.
3.05 The Bank agrees that it will perform all of the usual and
ordinary services as Transfer Agent and Dividend Disbursing Agent
and as agent for the various shareholder accounts, including,
without limitation, the following: issuing, transferring and
canceling stock certificates, maintaining all shareholder
accounts, preparing shareholder meeting lists, mailing proxies,
receiving and tabulating proxies, mailing shareholder reports and
prospectuses, withholding taxes on non-resident alien accounts,
preparing and mailing checks for disbursement of income dividends
and capital gains
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distributions, preparing and filing U. S. Treasury Department
Form 1099 for all shareholders, preparing and mailing
confirmation forms to shareholders and dealers with respect to
all purchases and liquidations of Trust shares and other
transactions in shareholder accounts for which confirmations are
required, preparing and mailing dealer commission statements and
dealer commission checks, recording reinvestment of dividends and
distributions in Trust shares, recording redemptions of Trust
shares and preparing and mailing checks for payments upon
redemption and for disbursements to withdrawal plan holders. The
Bank has reviewed the requirements of the Trust set forth in
Exhibit A hereto and represents and warrants that it will be able
to, and agrees that it will, fulfill such requirements as and
when requested by the Trust.
Section 4. FEES AND EXPENSES.
4.01 For the services to be rendered by the Bank pursuant to this
Agreement, the Trust agrees to pay to the Bank a reasonable
compensation as agreed upon in writing between the Trust and the
Bank for all services rendered as Transfer Agent and Dividend
Disbursing Agent, taking into account among other factors the
lowest rates which the Bank and its sub-agent, if any, charge
other mutual funds for similar services and economies resulting
from increased volume of business and from reduced costs to the
Bank and its sub-agent, if any. One-twelfth (1/12th) of the
annual maintenance fee agreed upon per shareholder account shall
be paid on the fifth (5th) day of each month. Each monthly
payment shall be calculated by multiplying 1/12th of the annual
maintenance fee times the highest number of open shareholder
accounts existing at any time during the previous month;
provided, however, that any service fees or charges other than
transcript fees paid to the Transfer Agent or its sub-agent, if
any, by the Trust's shareholders or by dealers shall be applied
toward such monthly payments by the Trust.
4.02 The Trust agrees to promptly reimburse the Bank for all
reasonable out-of-pocket expenses or advances incurred by it and
by its sub-agent, if any, in connection with the performance of
services under this Agreement, for postage (and first class mail
insurance in connection with mailing stock certificates),
envelopes, check forms, continuous forms, forms for reports and
statements, stationery, and other similar items, telephone and
telegraph charges incurred in answering inquiries from dealers or
shareholders (unless due to errors of the Bank or its sub-agent,
if any), and microfilm used each year to record the previous
year's transactions in shareholder accounts and computer tapes
used for permanent storage of records.
4.03 The Bank agrees to pay or cause its sub-agent, if any, to pay the
entire cost of providing one telephone circuit for voice and data
transmission between the offices in Kansas City, Missouri, where
the computer equipment on which the shareholder records are
maintained is located, and the Trust's offices in New York City.
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Section 5. EFFICIENT OPERATION OF SYSTEM.
5.01 In connection with the performance of its services under this
Agreement, the Bank assumes full responsibility for the accurate
and efficient functioning of the system used for the
establishment and maintenance of shareholder records at all
times, including without limitation:
(a) The accuracy of all entries in the Bank's records reflecting
orders and instructions received from dealers, shareholders,
the trust or its principal underwriter;
(b) The continuous availability and the accuracy of shareholder
lists, shareholder account verifications, confirmations and
other shareholder account information to be produced from
its records or data;
(c) The accurate and timely issuance of dividend and
distribution checks in accordance with instructions received
from the Trust;
(d) The accuracy of redemption transactions and payments in
accordance with redemption instructions received from
dealers, shareholders or the Trust;
(e) The deposit daily in the Trust's appropriate special bank
account of all checks and payments received from dealers or
shareholders for investment in shares;
(f) The requiring of proper forms of instructions, signatures
and signature guarantees and any necessary documents
supporting the legality of transfers, redemptions and other
shareholder account transactions, all in conformity with the
Transfer Agent's present procedures with such changes as may
be required or approved by the Trust; and
(g) The maintenance of a current duplicate set of the Trust's
essential records at a secure distant location, in form
available and usable forthwith in the event of any breakdown
or disaster disrupting its main operation.
Section 6. INDEMNIFICATION.
6.01 Except to the extent that the Bank or its sub-agent, if any, is
covered by and receives payment from any insurance required
hereunder, the Bank shall not be responsible for, and the Trust
shall hold harmless and indemnify the Bank from and against any
loss or liability to the Trust or third parties (and expenses
including attorney's fees in connection with any claim or suit
asserting any such liability) arising out of or attributable to
actions taken by the Bank or its sub-agent, if any, pursuant to
this Agreement, provided that the Bank and its sub-agent, if any,
have acted in good faith, with due diligence and without
negligence. The matters covered by this indemnification include
but are not limited to the following:
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(a) Errors or omissions in records and documents received by
DST, the prior Transfer Agent, which, prior to the
appointment of DST, had been prepared and/or maintained by
the Trust, Xxxxxx Guaranty Trust Company of New York or any
other person or firm on behalf of the Trust, and which were
relied on by DST;
(b) Actions under this Agreement in reliance on, or in the
carrying out of, any instructions or requests of the Trust
or its officers (it being agreed that the Bank or its
sub-agent, if any, may apply to the Trust for instructions
whenever it is deemed advisable);
(c) Actions under this Agreement taken or omitted by the Bank or
its sub-agent, if any, in good faith in reliance on an
opinion of outside legal counsel for the Bank or for the
Trust; and
(d) Actions of the Bank or its sub-agent, if any, under this
Agreement in reliance upon any certificate or document
reasonably believed by it to be genuine and to have been
signed by (or bear the proper facsimile signature of) the
proper person or persons.
The Trust shall be responsible for, and shall have the right to
conduct or control the defense of any litigation asserting
liability against which the Bank or its sub-agent, if any, is
indemnified hereunder.
6.02 The Bank shall hold harmless and indemnify the Trust from and
against any loss or liability arising out of the Bank's failure
to comply with the terms of this Agreement or arising out of the
Bank's negligence or misconduct.
Section 7. CERTAIN COVENANTS OF THE BANK AND THE TRUST.
7.01 All requisite steps will be taken by the Trust from time to time
when and as necessary to register the Trust's shares for sale in
all states in which the Trust's shares shall at any time be
offered for sale through independent dealers. If at any time the
Trust shall receive notice of any stop order or other proceeding
in any such state affecting such registration or the sale of the
Trust's shares, or of any stop order or other proceeding under
the Federal securities laws affecting the sale of the Trust's
shares, the Trust will give prompt notice thereof to the Bank.
7.02 The Bank hereby agrees to establish and maintain or to cause to
be established and maintained facilities and procedures
reasonably acceptable to the Trust for safekeeping of stock
certificates, check forms, and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping
account of, such certificates, form and devices and to cause its
sub-agent, if any, to carry insurance as specified in Exhibit 3
hereto with insurers acceptable to the Trust which insurance
shall be in the minimum amounts specified in Exhibit 3 and which
shall not be changed without the consent of the Trust, and will
be expended in coverage or
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increased in amounts from time to time if and when reasonably
requested by the Trust.
7.03 To the extent required by Section 31 of the Investment Company
Act of 1940 and Rules thereunder, the Bank agrees that all
records maintained by the Bank or by its sub-agent, if any,
relating to the services to be performed by the Bank under this
Agreement are the property of the Trust and will be preserved and
will be surrendered promptly to the Trust on request.
7.04 The Bank agrees to cause its sub-agent, if any, to give the Trust
two months written notice before commencing work on any new
business at its location in Kansas City, Missouri. Such notice
shall state the name of the company for whom work will be done,
the number of its shareholders and shall explain the manner in
which the sub-agent intends to add the new accounts without
affecting the quality of its services to the Trust on behalf of
the Bank.
7.05 The Bank agrees to furnish and to cause its sub-agent, if any, to
furnish the Trust semi-annual reports of its financial condition,
consisting of a balance sheet, earnings statement and any other
financial information reasonably requested by the Trust. The
annual financial statements of the sub-agent, if any, shall be
certified by the certified public accountants for such sub-agent.
7.06 The Bank will cause its sub-agent, if any, to represent and agree
that it will use its best efforts to keep current on the trends
of the investment company industry relating to shareholder
services and to agree that it will use its best efforts to
continue to modernize and improve its system without additional
costs to the Trust.
7.07 The Trust and its authorized representatives will be permitted to
make periodic inspections of the mutual funds operations of the
Bank and the operations of the Bank's sub-agent, if any, at
reasonable times during business hours.
Section 8. TERMINATION OF AGREEMENT.
8.01 This Agreement may be terminated by either party by one (1)
year's written notice to the other.
8.02 The Trust, in addition to any other rights and remedies, shall
have the right to terminate this Agreement forthwith upon the
occurrence at any time of any of the following events:
(a) Any interruption or cessation of operations by the Bank or
its sub-agent, if any, which materially interferes with the
business operation of the Trust;
(b) Insolvency or bankruptcy of the Bank or the Bank's
sub-agent, if any;
(c) Any merger, consolidation or sale of substantially all the
assets of the Bank or the Bank's sub-agent, if any;
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(d) The acquisition of the Bank's sub-agent, if any, or a
controlling interest therein by any broker, dealer,
investment adviser or investment company; or
(e) Failure by the Bank or its sub-agent, if any, to perform its
duties in accordance with this Agreement which failure
materially adversely effects the business operations of the
Trust and which failure continues for sixty (60) days after
written notice from the Trust.
8.03 If at any time this Agreement shall be terminated by the Trust
pursuant to clause (a), (b) or (e) of paragraph 8.02, the Trust
shall have and is hereby granted the right, at its option, to use
or cause its agents, employees or independent contractors to use,
for as long as the Trust deems necessary for its own operations,
and no other, and without payment of any compensation or
reimbursement to the Bank or its sub-agent, if any, the system
then being used to process and maintain the Trust's shareholder
records, including all of the programs, manuals and other
materials and information necessary to operate the system.
Section 9. AGENCY REGULATIONS.
9.01 Except as otherwise provided in this Agreement, the appointment
of the Bank as Transfer Agent and Dividend Disbursing Agent shall
require that its sub-agent, if any, shall be subject to the terms
of the Mutual Fund Transfer Agency Regulations of DST (other than
paragraphs 7, 12, 13 and 14), a copy of which is attached hereto
as Exhibit C. With respect to paragraphs 29 and 33 of said
Regulations, it is understood and agreed that funds for the
payment of dividends and distributions may be deposited by the
Trust directly in a bank account in the name of the Trust.
Section 10. CONDITIONS PRECEDENT TO THE TRUST'S OBLIGATIONS.
10.01 Anything herein contained to the contrary notwithstanding, this
Agreement shall not take affect or be binding on the Trust unless
and until the following condition shall have been met:
(a) This Agreement shall have been approved by the Board of
Trustees of the Trust.
Section 11. ASSIGNMENT.
11.01 It is understood that the Trust desires to utilize the services,
facilities, system and programs of DST, which has been serving as
Transfer and Dividend Disbursing Agent for the Lord Xxxxxx Family
of Funds under an Agreement dated as of March 30, 1970. To that
end, it is understood and agreed that all or any portion of the
services to be provided by the Bank under this Agreement may be
performed by DST, as the sub-agent of the Bank, under a
sub-contract and that in the event of performance of any such
services which are subcontracted to DST:
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(a) DST and the Bank shall each be entitled to all of the
benefits herein afforded to the Bank, including, but not
limited to the indemnities provided herein.
(b) DST shall, by the terms and, provisions of the Sub-Contract
Agreement between the Bank and DST, be required to assume
the same duties and responsibilities and provide the same
quality of service, accuracy, efficient functioning of its
system and operations, and keeping of records as required of
the Bank, as Transfer Agent for the Trust.
(c) The Trust shall deliver to DST and to the Bank certified
copies of any and all resolutions of its Board of Trustees
relating to the duties, procedures or responsibilities
provided for herein.
(d) The Fund agrees that if it requests DST to perform any
functions not provided for in this Agreement, and DST
performs such functions, the Bank shall have no
responsibility for, and shall be indemnified by the Fund
against any loss, liability or claim resulting therefrom
unless the performance of such function by DST shall have
been consented to or approved by the Bank prior to such
performance.
11.02 With the exception of the sub-contract to DST referred to above,
neither this Agreement nor any rights or obligations hereunder
may be assigned by the Bank without the written consent of the
Fund.
11.03 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective successors and assigns. If for
any reason the Bank terminates its sub-contract agreement with
DST, the Fund shall have the right to terminate this agreement
pursuant to Section 8.02 hereof.
Section 12. CONFIDENTIALITY.
12.01 The Bank agrees that in the event the Bank enters into a
sub-contract with DST as contemplated by Section 11.01 hereof, it
will cause DST to agree that, except as provided in the last
sentence of paragraph 25 of Exhibit C hereto or as otherwise
required by law, DST will keep confidential all records of and
information in its possession relating to the Fund or its
shareholders or shareholder accounts and will not disclose the
same to any person except at the request or with the consent of
the Fund.
12.02 The Fund agrees that, subject to paragraph 8.03 and except as
otherwise required by law, the Fund will, providing the Bank
enters into a sub-contract with DST as contemplated by Section
11.01 hereof, keep confidential all financial statements and
other financial records (other than statements and records
relating solely to the Fund's business dealings with the Bank and
its sub-agent, if any) and all manuals, systems and other
technical-information and data not publicly disclosed relating to
DST's operations and programs furnished to it by DST pursuant to
this Agreement and will not
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disclose the same to any person except at the request or with the
consent of DST.
Section 13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
13.01 All representations and warranties by either party herein
contained shall survive the execution and delivery of this
Agreement and its becoming effective under paragraph 10.01.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their corporate seals by and
through their duly authorized officers, as of the day and year first above
written.
Lord Xxxxxx Large-Cap Growth Fund
By
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Vice President
ATTEST:
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Secretary
UNITED MISSOURI BANK OF KANSAS CITY,
NATIONAL ASSOCIATION
BY
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Executive Vice President
ATTEST:
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Assistant Secretary
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