Exhibit 9(d)
FORM OF
TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of __________, 1997 between ST. CLAIR
FUNDS, INC. (the "Company"), a Maryland corporation having its
offices at 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx
00000, and FIRST DATA INVESTOR SERVICES GROUP, INC. (the "Transfer
Agent"), a Massachusetts corporation with principal offices at
0000 Xxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000.
WITNESSETH
WHEREAS, the Company is authorized to issue Shares in
separate series, with each such series representing interests in a
separate portfolio of securities and other assets;
WHEREAS, the Company initially intends to offer shares in
those Portfolios identified in the attached Exhibit 1, and each
such Portfolio, together with all other Portfolios subsequently
established by the Company, shall be subject to this Agreement in
accordance with Section 17; and
WHEREAS, the Company on behalf of the Portfolios, desires to
appoint the Transfer Agent as its transfer agent, dividend
disbursing agent and agent in connection with certain other
activities and the Transfer Agent desires to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants and
promises hereinafter set forth, the Company and the Transfer Agent
agree as follows:
1. Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise
requires, shall have the following meanings:
(a) "Articles of Incorporation" shall mean the
Articles of Incorporation, Declaration of Trust, Partnership
Agreement, or similar organizational document as the case may be,
of the Company as the same may be amended from time to time.
(b) "Authorized Person" shall be deemed to include
any person, whether or not such person is an officer or employee
of the Company, duly authorized to give Oral Instructions or
Written Instructions on behalf of the Company as indicated in a
certificate furnished to the Transfer Agent pursuant to Section
4(c) hereof as may be received by the Transfer Agent from time to
time.
(c) "Board of Directors" shall mean the Board of
Directors, Board of Trustees or, if the Company is a limited
partnership, the General Partner(s) of the Company, as the case
may be.
(d) "Commission" shall mean the Securities and
Exchange Commission.
(e) "Company" shall mean the entity executing this
Agreement, and each Portfolio listed on Exhibit 1 or hereafter
created and made subject to this Agreement in accordance with
Section 17.
(f) "Custodian" refers to any custodian or
subcustodian of securities and other property which the Company
may from time to time deposit, or cause to be deposited or held
under the name or account of such a custodian pursuant to a
Custodian Agreement.
(g) "1940 Act" shall mean the Investment Company Act
of 1940.
(h) "Oral Instructions" shall mean instructions,
other than Written Instructions, actually received by the Transfer
Agent from a person reasonably believed by the Transfer Agent to
be an Authorized Person.
(i) "Prospectus" shall mean the most recently dated
Company Prospectuses and Statements of Additional Information,
including any supplements thereto if any, which have become
effective under the Securities Act of 1933 and the 1940 Act.
(j) "Shares" refers collectively to such shares of
capital stock, beneficial interest or limited partnership
interests, as the case may be, of the Company as may be issued
from time to time and, if the Company is a closed-end or a series
Company, as such terms are used in the 1940 Act any other classes
or series of stock, shares of beneficial interest or limited
partnership interests that may be issued from time to time.
(k) "Shareholder" shall mean a holder of shares of
capital stock, beneficial interest or any other class or series,
and also refers to partners of limited partnerships.
(l) "Written Instructions" shall mean a written
communication signed by a person reasonably believed by the
Transfer Agent to be an Authorized Person and actually received by
the Transfer Agent. Written Instructions shall include manually
executed originals and authorized electronic transmissions,
including telefacsimile of a manually executed original or other
process.
2. Appointment of the Transfer Agent. The Company hereby
appoints and constitutes the Transfer Agent as transfer agent,
registrar and dividend disbursing agent for Shares of the Company
and as shareholder servicing agent for the Company. The Transfer
Agent accepts such appointments and agrees to perform the duties
hereinafter set forth.
3. Compensation.
(a) The Company will compensate or cause the
Transfer Agent to be compensated for the performance of its
obligations hereunder in accordance with the fees set forth in the
written schedule of fees annexed hereto as Schedule A and
incorporated herein. The Transfer Agent will transmit an invoice
to the Company as soon as practicable after the end of each
calendar month which will be detailed in accordance with Schedule
A, and the Company will pay to the Transfer Agent the amount of
such invoice within fifteen (15) days after the Company's receipt
of the Invoice.
In addition, the Company agrees to pay, and will be
billed separately for, out-of-pocket expenses incurred by the
Transfer Agent in the performance of its duties hereunder.
Out-of-pocket expenses shall include, but shall not be limited to,
the items specified in the written schedule of out-of-pocket
charges annexed hereto as Schedule B and incorporated herein.
Schedule B may be modified by the Transfer Agent upon mutual
consent of the parties hereto. Unspecified out-of-pocket expenses
shall be limited to those out-of-pocket expenses reasonably
incurred by the Transfer Agent in the performance of its
obligations hereunder. Reimbursement by the Company for expenses
incurred by the Transfer Agent in any month shall be made as soon
as practicable but no later than 15 days after the receipt of an
itemized xxxx from the Transfer Agent.
(b) Any compensation agreed to hereunder may be
adjusted from time to time by attaching to Schedule A, a revised
fee schedule executed and dated by the parties hereto.
4. Documents. In connection with the appointment of the
Transfer Agent the Company shall deliver or caused to be delivered
to the Transfer Agent the following documents on or before the
date this Agreement goes into effect, but in any case within a
reasonable period of time for the Transfer Agent to prepare to
perform its duties hereunder:
(a) If applicable, specimens of the certificates for Shares of
the Company;
(b) All account application forms and other documents relating
to Shareholder accounts or to any plan, program or service offered
by the Company;
(c) A signature card bearing the signatures of any officer of
the Company or other Authorized Person who will sign Written
Instructions or is authorized to give Oral Instructions;
(d) A certified copy of the Articles of Incorporation, as
amended;
(e) A certified copy of the By-laws of the Company, as amended;
(f) A copy of the resolution of the Board of Directors
authorizing the execution and delivery of this Agreement;
(g) A certified list of Shareholders of the Company with the
name, address and taxpayer identification number of each
Shareholder, and the number of Shares of the Company held by each,
certificate numbers and denominations (if any certificates have
been issued), lists of any accounts against which stop transfer
orders have been placed, together with the reasons therefor, and
the number of Shares redeemed by the Company; and
(h) An opinion of counsel for the Company with respect to the
validity of the Shares and the status of such Shares under the
Securities Act of 1933, as amended.
5. Further Documentation. The Company will also furnish
the Transfer Agent with copies of the following documents promptly
after the same shall become available:
(a) each resolution of the Board of Directors
authorizing the issuance of Shares;
(b) any registration statements filed on behalf of
the Company and all pre-effective and post-effective amendments
thereto filed with the Commission;
(c) a certified copy of each amendment to the
Articles of Incorporation or the By-laws of the Company;
(d) certified copies of each resolution of the Board
of Directors or other authorization designating Authorized
Persons; and
(e) such other certificates, documents or opinions
as the Transfer Agent may reasonably request in connection with
the performance of its duties hereunder.
6. Representations of the Company. The Company
represents to the Transfer Agent that all outstanding Shares are
validly issued, fully paid and non-assessable. When Shares are
hereafter issued in accordance with the terms of the Company's
Articles of Incorporation and its Prospectus, such Shares shall be
validly issued, fully paid and non-assessable.
7. Distributions Payable in Shares. In the event that
the Board of Directors of the Company shall declare a distribution
payable in Shares, the Company shall deliver or cause to be
delivered to the Transfer Agent written notice of such declaration
signed on behalf of the Company by an officer thereof, upon which
the Transfer Agent shall be entitled to rely for all purposes,
certifying (i) the identity of the Shares involved, (ii) the
number of Shares involved, and (iii) that all appropriate action
has been taken.
8. Duties of the Transfer Agent. The Transfer Agent
shall be responsible for administering and/or performing those
functions typically performed by a transfer agent; for acting as
service agent in connection with dividend and distribution
functions; and for performing shareholder account and
administrative agent functions in connection with the issuance,
transfer and redemption or repurchase (including coordination with
the Custodian) of Shares in accordance with the terms of the
Prospectus, applicable law and this Agreement including without
limitation, those duties specified in Schedule C attached hereto.
In addition, the Company shall deliver to the Transfer Agent all
notices issued by the Company with respect to the Shares in
accordance with and pursuant to the Articles of Incorporation or
By-laws of the Company or as required by law and shall perform
such other specific duties as are set forth in the Articles of
Incorporation including the giving of notice of any special or
annual meetings of shareholders and any other notices required
thereby.
9. Record Keeping and Other Information. The Transfer
Agent shall create and maintain all records required of it
pursuant to its duties hereunder and as set forth in Schedule C in
accordance with all applicable laws, rules and regulations,
including records required by Section 31(a) of the 1940 Act. All
such records shall be the property of the Company and shall be
available during regular business hours for inspection, copying
and use by the Company. Where applicable, such records shall be
maintained by the Transfer Agent for the periods and in the places
required by Rule 31a-2 under the 1940 Act. Upon termination of
this Agreement, the Transfer Agent shall deliver all such records
to the Company or such person as the Company may designate.
Upon reasonable notice by the Company, the Transfer Agent
shall make available during regular business hours such of its
facilities and premises employed in connection with the
performance of its duties under this Agreement for reasonable
visitation by the Company, or any person retained by the Company
as may be necessary for the Company to evaluate the quality of the
services performed by the Transfer Agent pursuant hereto.
10. Other Duties. In addition to the duties set forth in
Schedule C, the Transfer Agent shall perform such other duties and
functions, and shall be paid such amounts therefor, as may from
time to time be agreed upon in writing between the Company and the
Transfer Agent. The compensation for such other duties and
functions shall be reflected in a written amendment to Schedule A
or B and the duties and functions shall be reflected in an
amendment to Schedule C, both dated and signed by authorized
persons of the parties hereto.
11. Reliance by Transfer Agent; Instructions.
(a) Provided the standard of care in Section 13 has
been met, the Transfer Agent will have no liability when acting
upon Written or Oral Instructions believed to have been executed
or orally communicated by an Authorized Person and will not be
held to have any notice of any change of authority of any person
until receipt of a Written Instruction thereof from the Company
pursuant to Section 4(c). Provided the standard of care in Section
13 has been met, the Transfer Agent will also have no liability
when processing Share certificates which it reasonably believes to
bear the proper manual or facsimile signatures of the officers of
the Company and the proper countersignature of the Transfer Agent.
(b) At any time, the Transfer Agent may apply to any
Authorized Person of the Company for Written Instructions and may
seek advice from legal counsel for the Company, or its own legal
counsel, with respect to any matter arising in connection with
this Agreement, and provided the standard of care in Section 13
has been met, it shall not be liable for any action taken or not
taken or suffered by it in good faith in accordance with such
Written Instructions or in accordance with the opinion of counsel
for the Company or for the Transfer Agent. Written Instructions
requested by the Transfer Agent will be provided by the Company
within a reasonable period of time. In addition, the Transfer
Agent, its officers, agents or employees, shall accept Oral
Instructions or Written Instructions given to them by any person
representing or acting on behalf of the Company only if said
representative is an Authorized Person. The Company agrees that
all Oral Instructions shall be followed within one business day by
confirming Written Instructions, and that the Company's failure to
so confirm shall not impair in any respect the Transfer Agent's
right to rely on Oral Instructions. The Transfer Agent shall have
no duty or obligation to inquire into, nor shall the Transfer
Agent be responsible for, the legality of any act done by it upon
the request or direction of a person reasonably believed by the
Transfer Agent to be an Authorized Person.
(c) Notwithstanding any of the foregoing provisions
of this Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for: (i) the
legality of the issuance or sale of any Shares or the sufficiency
of the amount to be received therefor; (ii) the legality of the
redemption of any Shares, or the propriety of the amount to be
paid therefor; (iii) the legality of the declaration of any
dividend by the Board of Directors, or the legality of the
issuance of any Shares in payment of any dividend; or (iv) the
legality of any recapitalization or readjustment of the Shares.
12. Acts of God, etc. The Transfer Agent will not be
liable or responsible for delays or errors by acts of God or by
reason of circumstances beyond its control, including acts of
civil or military authority, national emergencies, labor
difficulties, mechanical breakdown, insurrection, war, riots, or
failure or unavailability of transportation, communication or
power supply, fire, flood or other catastrophe.
In the event of equipment failures beyond the Transfer
Agent's control, the Transfer Agent shall, at no additional
expense to the Company, take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto.
The foregoing obligation shall not extend to computer terminals
located outside of premises maintained by the Transfer Agent. The
Transfer Agent shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing
equipment to the extent appropriate equipment is available.
13. Duty of Care and Indemnification. The Transfer Agent
shall be obligated to exercise care and diligence and to act in
good faith and to use its best efforts within commercially
reasonable limits to insure the accuracy and completeness of all
services performed under this Agreement. The Company will
indemnify the Transfer Agent against and hold it harmless from any
and all losses, claims, damages, liabilities or expenses of any
sort or kind (including reasonable counsel fees and expenses)
resulting from any claim, demand, action or suit or other
proceeding (a "Claim") arising directly or indirectly from any
action or thing which the Transfer Agent takes or does or omits to
take or do (i) at the request or on the direction of or in
reliance on the advice of the Company; (ii) upon Oral or Written
Instructions; (iii) in reliance on any records or documents
received from the Company or any Agent of the Company, including
the prior transfer agent; (iv) under the terms of this Agreement;
and (v) the offer or sale of Shares in violation of any
requirement under Federal or State Securities Laws, provided that
neither the Transfer Agent nor any of its nominees or
sub-contractors shall be indemnified against any liability to the
Company or to its Shareholders (or any expenses incident to such
liability) arising out of the Transfer Agent's or such nominee's
or such sub-contractor's own willful misfeasance, bad faith or
negligence or reckless disregard of its duties in connection with
the performance of its duties and obligations specifically
described in this Agreement.
In any case in which the Company may be asked to indemnify
or hold the Transfer Agent harmless, the Company shall be advised
of all pertinent facts concerning the situation in question. The
Transfer Agent will notify the Company promptly after identifying
any situation which it believes presents or appears likely to
present a claim for indemnification against the Company although
the failure to do so shall not prevent recovery by the Transfer
Agent except and to the extent the Company has been prejudiced
thereby. The Company shall have the option to defend the Transfer
Agent against any Claim which may be the subject of this
indemnification, and, in the event that the Company so elects,
such defense shall be conducted by counsel chosen by the Company
and reasonably satisfactory to the Transfer Agent, and thereupon
the Company shall take over complete defense of the Claim and the
Transfer Agent shall sustain no further legal or other expenses in
respect of such Claim. The Transfer Agent will not confess any
Claim or make any compromise in any case in which the Company will
be asked to provide indemnification, except with the Company's
prior written consent. The obligations of the parties hereto under
this Section shall survive the termination of this Agreement.
14. Consequential Damages. In no event and under no
circumstances shall either party under this Agreement be liable to
the other party for consequential or indirect loss of profits,
reputation or business or any other special damages under any
provision of this Agreement or for any act or failure to act
hereunder.
15. Term and Termination.
(a) This Agreement shall be effective as of the
dates first written above with respect to the Company's respective
series and shall continue until _________, 1998 except as provided
in subparagraph (b) of this Section and except that the Company
may terminate this Agreement if the Transfer Agent breaches its
duty of care set forth in Section 13 and such breach is not cured
within ninety (90) days after written notice of the breach has
been received by the Transfer Agent from the Company. After
__________, 1998, this Agreement shall continue indefinitely until
terminated by either party, with or without cause, upon written
notice to the other party given at least ninety (90) days prior to
such date, except that the Agreement may be terminated at any time
as provided in subparagraph (b) of this Section.
(b) The Transfer Agent represents that it is
currently registered with the appropriate Federal agency for the
registration of Transfer Agents, and that it will remain so
registered for the duration of this Agreement. The Transfer Agent
agrees that it will promptly notify the Company in the event of
any material change in its status as a registered Transfer Agent.
Should the Transfer Agent fail to be registered with the
appropriate Federal agency as a Transfer Agent at any time during
this Agreement, the Company may, on written notice to the Transfer
Agent, immediately terminate this Agreement.
(c) Upon termination of this Agreement and (unless
this Agreement is terminated pursuant to subparagraph (b) of this
Section 15, or unless the Transfer Agent has breached the standard
of care in Section 13 and such breach is incurred on the date
notice of termination is given) at the expense of the Company, the
Transfer Agent will deliver to such successor a certified list of
shareholders of the Company (with names and addresses), and all
other relevant books, records, correspondence and other Company
records or data in the possession of the Transfer Agent, and the
Transfer Agent will cooperate with the Company and any successor
transfer agent or agents in the substitution process.
16. Confidentiality. Both parties hereto agree that any
non public information obtained hereunder concerning the other
party is confidential and may not be disclosed to any other person
without the consent of the other party, except as may be required
by applicable law or at the request of the Commission or other
governmental agency. The Transfer Agent agrees that it shall not
use any non-public information for any purpose other than
performance of its duties or obligations hereunder. The
obligations of the parties under this Section shall survive the
termination of this Agreement. The parties further agree that a
breach of this Section would irreparably damage the other party
and accordingly agree that each of them is entitled, without bond
or other security, to an injunction or injunctions to prevent
breaches of this provision. Without limiting the foregoing, the
Transfer Agent agrees on behalf of itself and its nominees,
sub-contractors and employees to treat confidentially all records
and other information relative to the Company and its prior,
present or potential Shareholders.
17. Additional Portfolios. In the event that the Company
establishes one or more Portfolios in addition to those identified
in Exhibit 1, with respect to which the Company desires to have
the Transfer Agent render services as transfer agent under the
terms hereof, the Company shall so notify the Transfer Agent in
writing, and if the Transfer Agent agrees in writing to provide
such services, Exhibit 1 shall be amended to include such
additional Portfolios.
18. Amendment. This Agreement may only be amended or
modified by a written instrument executed by both parties.
19. Subcontracting. On thirty (30) days prior written
notice to the Company, the Transfer Agent may assign its rights
and delegate its duties hereunder to any wholly-owned direct or
indirect subsidiary of First Data Corporation provided that (i)
the delegate agrees with the Transfer Agent to comply with all
relevant provisions of the 1940 Act; (ii) the Transfer Agent and
such delegate shall promptly provide such information as the
Company may request, and respond to such question as the Company
may ask, relative to the delegation, including (without
limitation) the capabilities of the delegate; (iii) the delegation
of such duties shall not relieve the Transfer Agent of any of its
duties hereunder;
20. Miscellaneous.
(a) Notices. Any notice or other instrument
authorized or required by this Agreement to be given in writing to
the Company or the Transfer Agent, shall be sufficiently given if
addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate
in writing.
To the Company:
Xxx X. Xxxxxx
President, St. Clair Funds, Inc.
000 Xxxxxx Xxxxxx - Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
To the Transfer Agent:
First Data Investor Services Group, Inc..
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
with a copy to: the Transfer Agents General Counsel (same
address)
(b) Successors. This Agreement shall extend to and
shall be binding upon the parties hereto, and their respective
successors.
(c) Governing Law. This Agreement shall be governed
exclusively by the laws of the Commonwealth of Massachusetts
without reference to the choice of law provisions thereof.
(d) Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an
original; but such counterparts shall, together, constitute only
one instrument.
(e) Captions. The captions of this Agreement are
included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their
construction or effect.
(f) Use of Transfer Agent's Name. The Company shall
not use the name of the Transfer Agent in any Prospectus,
Statement of Additional Information, shareholders' report, sales
literature or other material relating to the Company in a manner
not approved prior thereto in writing; provided, that the Transfer
Agent need only receive notice of all reasonable uses of its name
which merely refer in accurate terms to its appointment and
services hereunder or which are required by any Government agency
or applicable law or rule.
(g) Use of Company's Name. The Transfer Agent shall
not use the name of the Company or material relating to the
Company on any documents or forms for other than internal use in a
manner not approved prior thereto in writing; provided, that the
Company need only receive notice of all reasonable uses of its
name which merely refer in accurate terms to the appointment of
the Transfer Agent or which are required by any government agency
or applicable law or rule.
(h) Independent Contractors. The parties agree that
they are independent contractors and not partners or co-venturers.
(i) Entire Agreement; Severability. This Agreement
and the Schedules attached hereto constitute the entire agreement
of the parties hereto relating to the matters covered hereby and
supersede any previous agreements. If any provision is held to be
illegal, unenforceable or invalid for any reason, the remaining
provisions shall not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers, as of
the day and year first above written.
ST. CLAIR FUNDS, INC.
By: _______________________________
Title: Vice President & Chief Financial Officer
FIRST DATA INVESTOR SERVICES GROUP, INC.
By: ______________________________
Title: Executive Vice President
Exhibit 1
LIST OF PORTFOLIOS
dated as of ____________, 1997
Liquidity Plus Money Market Fund
Munder S&P 500 Index Equity Fund
Munder S&P MidCap Index Equity Fund
Munder S&P SmallCap Index Equity Fund
Munder Foreign Equity Fund
Munder Aggregate Bond Index Fund
Schedule A
TRANSFER AGENT FEES
Liquidity Plus Money Market Fund
1) Asset
Based Charge:
Based on the total net assets of the
companies (as defined below*)
First $2.8 billion of net assets @ 2.0
basis points
Next $2.2 billion of aggregate net
assets @ 1.5 basis points
Over $5 billion of aggregate net assets
@ 1.0 basis points
Other
Fees:
XXX accounts will be charged $10.00 per
annum
NSCC Transaction Charge is $.15 per
financial transaction
2) One-Time
Conversion
Fee:
The conversion expenses are estimated
at $150,000 of which Transfer Agent
will absorb 50%
3) System
Development:
Client defined system enhancements will
be agreed upon by Transfer Agent and
Munder Capital and billed at a rate of
$100.00 per hour
* Companies shall include The Munder Funds Trust, The Munder
Funds, Inc. (other than the Munder All-Season Conservative Fund,
Munder All-Season Aggressive Fund and Munder All-Season Moderate
Fund) and the Liquidity Plus Money Market Fund of St. Clair Funds,
Inc.
Munder S&P 500 Index Equity Fund, Munder S&P MidCap Index Equity
Fund, Munder S&P SmallCap Index Equity Fund, Munder Foreign Equity
Fund and Munder Aggregate Bond Index Fund (the "Variable Annuity
Funds")
$1,000 per month with respect to the Variable Annuity Funds.
Schedule B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for
applicable out-of-pocket expenses, including, but not limited to
the following items:
* Microfiche/microfilm production
* Magnetic media tapes and freight
* Printing costs, including certificates, envelopes, checks
and stationery
* Postage (bulk, pre-sort, ZIP+4, barcoding, first class)
direct pass through to the Fund
* Due diligence mailings
* Telephone and telecommunication costs, including all lease,
maintenance and line costs
* Ad hoc reports
* Proxy solicitations, mailings and tabulations
* Daily & Distribution advice mailings
* Shipping, Certified and Overnight mail and insurance
* Year-end form production and mailings
* Terminals, communication lines, printers and other equipment
specifically required by the Fund
* Duplicating services
* Courier services
* Incoming and outgoing wire charges
* Overtime, as approved by the Fund
* Temporary staff, as approved by the Fund
* Travel and entertainment, as approved by the Fund
* Federal Reserve charges for check clearance
* Record retention, retrieval and destruction costs
* Third party audit reviews
* Customized systems development after the conversion at the
rate of $100.00 per hour
* Insurance
* Such other miscellaneous expenses reasonably incurred by the
Transfer Agent in performing its duties and responsibilities under
this Agreement as approved by the Fund
The Company agrees that postage and mailing expenses will be
paid on the day of or prior to mailing as agreed with the Transfer
Agent. In addition, the Company will promptly reimburse the
Transfer Agent for any other unscheduled expenses incurred by the
Transfer Agent whenever the Company and the Transfer Agent
mutually agree that such expenses are not otherwise properly borne
by the Transfer Agent as part of its duties and obligations under
the Agreement.
Schedule C
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent or
its agent shall maintain a record of the number of Shares held by
each holder of record which shall include name, address, taxpayer
identification and which shall indicate whether such Shares are
held in certificates or uncertificated form, and if in
certificated form shall include certificate numbers and
denominations; historical information regarding the account of
each Shareholder, including dividends and distributions paid and
the date and price for all transactions on a Shareholder's
account; any stop or restraining order placed against
Shareholder's account; any correspondence relating to the current
maintenance of a Shareholder's account; information with respect
to withholdings; and, any information required in order for the
Transfer Agent to perform any calculations contemplated or
required by its Agreement with the Company. The Transfer Agent
shall keep a record of all redemption checks and dividend checks
returned by postal authorities, and shall maintain such records as
are required for the Company to comply with the escheat laws of
any State or other authority; shall keep a record of all
redemption checks and dividend checks returned by the postal
authorities for the period of time they are the Transfer Agent of
record and for any records provided by and receipt acknowledged by
both parties from any prior Transfer Agent by means of a records
certification letter; otherwise the Transfer Agent is not
responsible for the said records. The Transfer Agent shall
maintain such records as are required for The Company to comply
with the escheat laws of any state or other authority for the
period they are Transfer Agent. The Company will be responsible
for notifying and instructing the Transfer Agent to commence the
escheatment process on their behalf, for any or all states.
2. Shareholder Services. The Transfer Agent or its
agent will investigate all inquiries from Shareholders of the
Company relating to Shareholder accounts and will respond to all
communications from Shareholders and others relating to its duties
hereunder and such other correspondence as may from time to time
be mutually agreed upon between the Transfer Agent and the
Company.
3. Share Certificates.
(a) At the expense of the Company, it shall supply
the Transfer Agent or its agent with an adequate supply of blank
share certificates to meet the Transfer Agent or its agent's
requirements therefor. Such Share certificates shall be properly
signed by facsimile. The Company agrees that, notwithstanding the
death, resignation, or removal of any officer of the Company whose
signature appears on such certificates, the Transfer Agent or its
agent may continue to countersign certificates which bear such
signatures until otherwise directed by Written Instructions.
(b) The Transfer Agent or its agent shall issue
replacement Share certificates in lieu of certificates which have
been lost, stolen or destroyed, upon receipt by the Transfer Agent
or its agent of properly executed affidavits and lost certificate
bonds, in form satisfactory to the Transfer Agent or its agent,
with the Company and the Transfer Agent or its agent as obligees
under the bond.
(c) The Transfer Agent or its agent shall also
maintain a record of each certificate issued and/or canceled the
number of Shares represented thereby and the holder of record.
With respect to Shares held in open accounts or uncertificated
form, i.e., no certificate being issued with respect thereto, the
Transfer Agent or its agent shall maintain comparable records of
the record holders thereof, including their names, addresses and
taxpayer identification. The Transfer Agent or its agent shall
further maintain a stop transfer record on lost and/or replaced
certificates.
4. Mailing Communications to Shareholders; Proxy
Materials. The Transfer Agent or its agent will address and mail
to Shareholders of the Company, all communicators by the Company
to such Shareholders, including without limitation, confirmations
of purchases and sales of Company shares, monthly statements, all
reports to Shareholders, dividend and distribution notices and
proxy material for the Company's meetings of Shareholders. In
connection with meetings of Shareholders, the Transfer Agent or
its Agent will prepare Shareholder lists, mail and certify as to
the mailing of proxy materials, process and tabulate returned
proxy cards, report on proxies voted prior to meetings, act as
inspector of election at meetings and certify Shares voted at
meetings.
5. Sales of Shares.
(a) Issuance of Shares. Upon receipt of a
purchase order from or on behalf of an investor for the purchase
of Shares and sufficient information to enable the Transfer Agent
to establish a Shareholder account (if it is a new account) and to
determine which class of Shares the investor wishes to purchase,
and after confirmation of receipt of payment in the form described
in the Prospectus for the class of Shares involved, the Transfer
Agent shall issue and credit the account of the investor or other
record holder with Shares in the manner described in the
Prospectus relating to such Shares and shall prepare and mail the
appropriate confirmation in accordance with legal requirements.
(b) Suspension of Sale of Shares. The Transfer
Agent or its agent shall not be required to issue any Shares of
the Company where it has received a Written Instruction from the
Company or official notice from any appropriate authority that the
sale of the Shares of the Company has been suspended or
discontinued. The existence of such Written Instructions or such
official notice shall be conclusive evidence of the right of the
Transfer Agent or its agent to rely on such Written Instructions
or official notice.
(c) Returned Checks. In the event that any check or
other order for the payment of money is returned unpaid for any
reason, the Transfer Agent or its agent will: (i) give prompt
notice of such return to the Company or its designee; (ii) place a
stop transfer order against all Shares issued as a result of such
check or order; and (iii) take such actions as the Transfer Agent
may from time to time deem appropriate.
6. Transfer and Redemption.
(a) Requirements for Transfer or Redemption of
Shares. The Transfer Agent or its agent shall process all
requests to transfer or repurchase Shares in accordance with the
transfer or redemption procedures set forth in the Company's
Prospectus.
The Transfer Agent or its agent will transfer or
redeem Shares upon receipt of Oral or Written Instructions or
otherwise pursuant to the Prospectus and Share certificates, if
any, properly endorsed for transfer or redemption, accompanied by
such documents as the Transfer Agent or its agent reasonably may
deem necessary.
The Transfer Agent or its agent reserves the right to
refuse to transfer or redeem Shares until it is satisfied that the
endorsement on the instructions is valid and genuine. The Transfer
Agent or its agent also reserves the right to refuse to transfer
or redeem Shares until it is satisfied that the requested transfer
or redemption is legally authorized, and it shall incur no
liability for the refusal, in good faith, to make transfers or
redemptions which the Transfer Agent or its agent, in its good
judgment, deems improper or unauthorized, or until it is
reasonably satisfied that there is no basis to any claims adverse
to such transfer or redemption.
(b) Notice to Custodian and Company. When Shares
are redeemed, the Transfer Agent shall, upon receipt of the
instructions and documents in proper form, deliver to the
Company's Custodian and to the Company or its designee a
notification setting forth the number of Shares to be redeemed.
Such redeemed Shares shall be reflected on appropriate accounts
maintained by the Transfer Agent reflecting outstanding Shares of
the Company involved and Shares attributed to individual accounts.
(c) Payment of Redemption Proceeds. The Transfer
Agent shall, upon receipt of the moneys paid to it by the
Custodian for the redemption of Shares, pay such moneys as are
received from the Custodian, all in accordance with the procedures
described in the Written Instruction received by the Transfer
Agent from the Company. It is understood that the Transfer Agent
may arrange for the direct payment of redemption proceeds to
Shareholders by the Company's Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to
time by the Company, the Transfer Agent and the Company's
Custodian.
The Transfer Agent shall not process or effect any
redemption with respect to Shares of the Company after receipt by
the Transfer Agent of notification of the suspension of the
determination of the net asset value of the Company, provided the
Transfer Agent has had a reasonable time to act on such
notification.
7. Dividends.
(a) Notice to Agent and Custodian. Upon the
declaration of each dividend and each capital gains distribution
by the Board of Directors of the Company with respect to Shares of
the Company, the Company shall furnish or cause to be furnished to
the Transfer Agent or its agent a copy of a resolution of the
Company's Board of Directors certified by the Secretary of the
Company setting forth the date of the declaration of such dividend
or distribution, the ex-dividend date, the date of payment
thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per Share to the
shareholders of record as of that date, the total amount payable
to the Transfer Agent or its agent on the payment date and whether
such dividend or distribution is to be paid in Shares of such
class at net asset value.
On or before the payment date specified in such
resolution of the Board of Directors, the Custodian of the Company
will pay to the Transfer Agent sufficient cash to make payment to
the shareholders of record as of such payment date.
After deducting any amount required to be withheld by
any applicable tax laws, rules and/or regulations and/or other
applicable laws, the Transfer Agent shall in accordance with the
instructions in proper form from a Shareholder and the provisions
of the applicable dividend resolutions and Prospectus issue and
credit the Account of the Shareholder with Shares, or, if the
Shareholder so elects, pay such dividends or distributions in
cash.
In lieu of receiving from the Company's Custodian and
paying to Shareholders cash dividends or distributions, the
Transfer Agent may arrange for the direct payment of cash
dividends and distributions to Shareholders by the Company's
Custodian, in accordance with such procedures and controls as are
mutually agreed upon from time to time by and among the Company,
the Transfer Agent and the Company's Custodian.
The Transfer Agent shall prepare, file with the
Internal Revenue Services and other appropriate taxing
authorities, and address and mail to Shareholders such returns,
forms and information relating to dividends and distributions paid
by the Company as are required to be so prepared, filed and mailed
by applicable laws, rules and/or resolutions. On behalf of the
Company, the Transfer Agent shall mail certain requests for
Shareholders' certifications under penalties of perjury and pay on
a timely basis to the appropriate Federal authorities any taxes to
be withheld on dividends and distributions paid by the Company,
all as required by applicable Federal tax laws and regulations.
(b) Insufficient Funds for Payments. If the
Transfer Agent or its agent does not receive sufficient cash from
the Custodian to make total dividend and/or distribution payments
to all shareholders of the Company as of the record date, the
Transfer Agent or its agent will, upon notifying the Company,
withhold payment to all Shareholders of record as of the record
date until sufficient cash is provided to the Transfer Agent or
its agent.
8. Cooperation with Accountants. The Transfer
Agent shall cooperate with the Company's independent public
accountants and shall take all reasonable action in the
performance of its obligations under its agreement with the
Company to assure that the necessary information is made available
to such accountants for the expression of their opinions as such
as may be required by the Company from time to time.
9. Other Services. In accordance with the
Prospectus and such procedures and controls as are mutually agreed
upon from time to time by and among the Company, the Transfer
Agent and the Company's Custodian, the Transfer Agent shall (a)
arrange for issuance of Shares obtained through (i) transfers of
Trusts from Shareholders' accounts at financial institutions, (ii)
a pre-authorized check plan, if any and (iii) a right of
accumulation, if any; (b) arrange for the exchange of Shares for
shares of such other funds designated by the Company from time to
time; and (c) arrange for systematic withdrawals from the account
of a Shareholder participating in a systematic withdrawal plan, if
any.
Exhibit 1 to Schedule C
SUMMARY OF SERVICES
The services to be performed by the Transfer Agent or its
agent shall include the following:
A. DAILY RECORDS
Maintain daily the following information with respect
to each Shareholder account as received:
* Name and Address (Zip Code)
* Class of Shares
* Taxpayer Identification Number
* Balance of Shares held by Agent
* Beneficial owner code: i.e., male, female, joint tenant,
etc.
* Dividend code (reinvestment)
* Number of Shares held in certificate form
B. OTHER DAILY ACTIVITY
* Answer written inquiries relating to Shareholder accounts
(matters relating to portfolio management, distribution of Shares
and other management policy questions will be referred to the
Company).
* Process additional payments into established Shareholder
accounts in accordance with Written Instruction.
* Upon receipt of proper instructions and all required
documentation, process requests for repurchase of Shares.
* Identify redemption requests made with respect to accounts
in which Shares have been purchased within an agreed-upon period
of time for determining whether good funds have been collected
with respect to such purchase and process as agreed by the
Transfer Agent in accordance with Written Instructions set forth
by the Company.
* Examine and process all transfers of Shares, ensuring that
all transfer requirements and legal documents have been supplied.
* Issue and mail replacement checks.
* Open new accounts and maintain records of exchanges between
accounts.
* Furnish daily requests of transactions in Shares.
* Calculate sales load or compensation payment (front-end and
deferred) and provide such information to the Company, if any.
* Calculate dealer commissions for the Company, if any.
* Provide toll-free lines for direct Shareholder use, plus
customer liaison staff with on-line inquiry capacity.
* Mail duplicate confirmations to dealers of their client's
activity, whether executed through the dealer or directly with the
Transfer Agent, if any.
* Identify to each series or class of Shares property
belonging to such series or class, and in such reports,
confirmations and notices to the Company called for under this
Agreement identify the series or class to which such report,
confirmation or notice pertains.
C. DIVIDEND ACTIVITY
* Calculate and process Share dividends and distributions as
instructed by the Company.
* Compute, prepare and mail all necessary reports to
Shareholders or various authorities as requested by the Company.
Report to the Company reinvestment plan share purchases and
determination of the reinvestment price.
D. MEETINGS OF SHAREHOLDERS
* Cause to be mailed proxy and related material for all
meetings of Shareholders. Tabulate returned proxies (proxies must
be adaptable to mechanical equipment of the Transfer Agent or its
agents) and supply daily reports when sufficient proxies have been
received.
* Prepare and submit to the Company an Affidavit of Mailing.
* At the time of the meeting, furnish a certified list of
Shareholders, hard copy, microfilm or microfiche and, if requested
by the Company, Inspection of Election.
E. PERIODIC ACTIVITIES
* Cause to be mailed reports, Prospectuses, and any other
enclosures requested by the Company (material must be adaptable to
mechanical equipment of Transfer Agent or its agents).
* Receive all notices issued by the Company with respect to
the Shares in accordance with and pursuant to the Articles of
Incorporation and By-Laws and perform such other specific duties
as are set forth in the Articles of Incorporation and By-Laws
including a giving of notice of a special meeting and notice of
redemption in the circumstances and otherwise in accordance with
all relevant provisions of the Articles of Incorporation and
By-Laws.
* Furnish monthly reports of transactions in shares by type
(custodial, trust, Xxxxx, XXX, other) including numbers of
accounts.
* Furnish state-by-state registration and sales reports to the
Administrator.
* Provide detail for underwriter or broker confirmations and
other participating dealer Shareholder accounting, in accordance
with such procedures as may be agreed upon between the Company and
the Transfer Agent, if any.
* Provide Shareholder lists and statistical information
concerning accounts to the Company.
* Provide timely notification of Company activity and such
other information as may be agreed upon from time to time between
the Transfer Agent and the Custodian, to the Company or the
Custodian.
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