EXHIBIT 9
TRANSFER AGREEMENT
THIS AGREEMENT made as of the 3rd day of May, 1991, by and between THE
GROWTH FUND OF SPAIN, INC., a Maryland corporation having its principal place of
business at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, XX 00000 ("Fund"), and INVESTORS
FIDUCIARY TRUST COMPANY, a state chartered trust company organized and existing
under the laws of the State of Missouri, having its principal place of business
at 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 ("IFTC").
WHEREAS, Fund wants to appoint IFTC as Transfer Agent and Dividend
Disbursing Agent, and IFTC wants to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Documents to be Filed with Appointment.
In connection with the appointment of IFTC as Transfer Agent and Dividend
Disbursing Agent for Fund, there will be filed with IFTC the following
documents:
A. A certified copy of the resolutions of the Board of Directors of
Fund appointing IFTC as Transfer Agent and Dividend Disbursing Agent, approving
the form of this Agreement, and designating certain persons to give written
instructions and requests on behalf of Fund.
B. A certified copy of the Articles of Incorporation of Fund and any
amendments thereto.
C. A certified copy of the Bylaws of Fund.
D. Copies of Registration Statements filed with the Securities and
Exchange Commission.
E. Specimens of all forms of outstanding share certificates, in the
forms approved by the Board of Directors of Fund, with a certificate of the
Secretary of Fund, as to such approval.
F. Specimens of the signatures of the officers of the Fund authorized
to sign share certificates and individuals authorized to sign written
instructions and requests on behalf of the Fund.
G. An opinion of counsel for Fund:
(1) With respect to Fund's organization and existence under the
laws of the State of Maryland.
(2) With respect to the status of all shares of Fund covered by
the appointment under the Securities Act of 1933, as amended, and any other
applicable federal or state statute.
(3) To the effect that all issued shares are, and all unissued
shares will be when issued, validly issued, fully paid and non-assessable.
2. Certain Representations and Warranties of IFTC. IFTC represents and
warrants to Fund that:
A. It is a trust company duly organized and existing and in good
standing under the laws of Missouri.
B. It is duly qualified to carry on its business in the State of
Missouri.
C. It is empowered under applicable laws and by its Articles of
Incorporation and Bylaws to enter into and perform the services contemplated in
this Agreement.
D. All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
E. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
F. It is, and will continue to be, registered as a transfer agent
under the Securities Exchange Act of 1934.
3. Certain Representations and Warranties of Fund. Fund represents and
warrants to IFTC that:
A. It is a corporation duly organized and existing and in good
standing under the laws of The State of Maryland.
B. It is an investment company registered under the Investment Company
Act of 1940.
C. All shares of the Fund offered for sale from time to time will be
registered under the Securities Act of 1933 or exempt therefrom.
D. All requisite steps have been or will be taken to register Fund's
shares for sale in all applicable states, including the District of Columbia.
E. Fund is empowered under applicable laws and by its Articles of
Incorporation and Bylaws to enter into and perform this Agreement.
4. Scope of Appointment.
A. Subject to the conditions set forth in this Agreement, Fund hereby
employs and appoints IFTC as Transfer Agent and Dividend Disbursing Agent
effective the date hereof.
B. IFTC hereby accepts such employment and appointment and agrees that
it will act as Fund's Transfer Agent and Dividend Disbursing Agent.
C. IFTC agrees to provide the necessary facilities, equipment and
personnel to perform its duties and obligations hereunder in accordance with
industry practice.
D. Fund agrees to use all reasonable efforts to deliver to IFTC in
Kansas City, Missouri, as soon as they are available, all of its shareholder
account records.
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E. Subject to the provisions of Section 19 and 20 hereof, IFTC agrees
that it will perform all of the usual and ordinary services of Transfer Agent
and Dividend Disbursing Agent and as agent for the various shareholder accounts,
including, without limitation, the following: issuing, transferring and
cancelling share certificates, maintaining all shareholder accounts, preparing
shareholder meeting lists, mailing proxies, receiving and tabulating proxies,
mailing shareholder reports and prospectuses, withholding federal income taxes,
preparing and mailing checks for disbursement of income dividends and capital
gains distributions, preparing and filing all required U.S. Treasury Department
information returns for all shareholders, preparing and mailing confirmation
forms to shareholders and dealers with respect to all transactions in
shareholder accounts for which confirmations are required and recording
reinvestments of dividends and distributions in Fund shares.
5. Compensation and Expenses.
A. In consideration for the services hereunder provided by IFTC as
Transfer Agent and Dividend Disbursing Agent, Fund will pay to IFTC from time to
time compensation as agreed upon for all services rendered as Agent, and also,
all its reasonable out-of-pocket expenses and other disbursements incurred in
connection with the agency. Such compensation will be set forth in a separate
schedule to be agreed to by Fund and IFTC. The initial agreement regarding
compensation is attached as Exhibit A.
B. Fund agrees to promptly reimburse IFTC for all reasonable
out-of-pocket expenses or advances incurred by IFTC in connection with the
performance of services under this Agreement, including, but not limited to,
postage (and first class mail insurance in connection with mailing share
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, microfilm used
each year to record the previous year's transaction in shareholder accounts and
computer tapes used for permanent storage of records and cost of insertion of
materials in mailing envelopes by outside firms. IFTC may, at its option,
arrange to have various service providers submit invoices directly to the Fund
for payment of out-of-pocket expenses reimbursable hereunder.
6. Efficient Operation of IFTC System.
A. In connection with the performance of its services under this
Agreement, IFTC is responsible for the accurate and efficient functioning of its
system at all times, including:
(1) The accuracy of the entries in IFTC's records reflecting
orders and instructions received by IFTC from dealers, shareholders and
Fund.
(2) The timely availability and the accuracy of shareholder
lists, shareholder account verifications, confirmations and other
shareholder account information to be produced from its records or data.
(3) The accurate and timely issuance of dividend and distribution
checks in accordance with instructions received from Fund.
(4) The requiring of proper forms of instructions, signatures and
signature guarantees and any necessary documents supporting the
rightfulness of transfers and other shareholder account transactions, all
in conformance with IFTC's present procedures with such changes as may be
deemed reasonably appropriate by IFTC or as may be reasonably approved by
or on behalf of Fund.
(5) The maintenance of a current duplicate set of Fund's
essential or required records, as agreed upon from time to time by Fund and
IFTC, at a secure distant location, in form available and usable forthwith
in the event of any breakdown or disaster disrupting its main operation.
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7. Indemnification.
A. Fund shall indemnify and hold IFTC harmless from and against any
and all claims, actions, suits, losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of or attributable to any action
or omission by IFTC pursuant to this Agreement or in connection with the agency
relationship created by this Agreement, provided that IFTC has acted in good
faith and without negligence and without willful misconduct.
B. IFTC shall indemnify and hold the Fund harmless from and against,
any and all claims, actions, suits, losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities arising out of or attributable to any
action or omission by IFTC pursuant to this Agreement or in connection with the
agency relationship created by this Agreement, provided that IFTC has not acted
in good faith and without negligence and without willful misconduct.
C. In order that the indemnification provisions contained in this
Section 7 shall apply, upon the assertion of a claim for which either party (the
"Indemnifying Party") may be required to provide indemnification hereunder, the
party seeking indemnification (the "Indemnitee") shall promptly notify the
Indemnifying Party of such assertion, and shall keep such party advised with
respect to all developments concerning such claim. The Indemnifying Party shall
be entitled to assume control of the defense and the negotiations, if any,
regarding settlement of the claim. If the Indemnifying Party assumes control,
the Indemnitee shall have the option to participate in the defense and
negotiations of such claim at its own expense. The Indemnitee shall in no event
confess, admit to, compromise, or settle any claim for which the Indemnifying
Party may be required to indemnify it except with the prior written consent of
the Indemnifying Party, which shall not be unreasonably withheld.
8. Certain Covenants of IFTC and Fund.
A. All requisite steps will be taken by Fund from time to time when
and as necessary to register the Fund's shares for sale in all states in which
Fund's shares shall at the time be offered for sale and require registration. If
at any time Fund will receive notice of any stop order or other proceeding in
any such state affecting such registration or the sale of Fund's shares, or of
any stop order or other proceeding under the Federal securities laws affecting
the sale of Fund's shares, Fund will give prompt notice thereof to IFTC.
B. IFTC hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to Fund for safekeeping of share certificates,
check forms, and facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates, forms and
devices. Further, IFTC agrees to carry insurance, as specified in Exhibit B
hereto, with insurers reasonably acceptable to Fund and in minimum amounts that
are reasonably acceptable to the Fund, which will not be changed without the
consent of Fund, which consent will not be unreasonably withheld, and which will
be expanded in coverage or increased in amounts from time to time if and when
reasonably requested by Fund. If IFTC determines that it is unable to obtain any
such insurance upon commercially reasonable terms, it shall promptly so advise
Fund in writing. In such event, Fund shall have the right to terminate this
Agreement upon 30 days notice.
C. To the extent required by Section 31 of the Investment Company Act
of 1940 and Rules thereunder, IFTC agrees that all records maintained by IFTC
relating to the services to be performed by IFTC under this Agreement are the
property of Fund and will be preserved and will be surrendered promptly to Fund
on request.
D. IFTC agrees to furnish Fund semi-annual reports of its financial
condition, consisting of a balance sheet, earnings statement and any other
reasonably available financial information reasonably requested by Fund. The
annual financial statements will be certified by IFTC's certified public
accountants.
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E. IFTC represents and agrees that it will use all reasonable efforts
to keep current on the trends of the investment company industry relating to
shareholder services and will use all reasonable efforts to continue to
modernize and improve its system without additional cost to Fund.
F. IFTC will permit Fund and its authorized representatives to make
periodic inspections of its operations at reasonable times during business
hours.
G. If IFTC is prevented from complying, either totally or in part,
with any of the terms or provisions of this Agreement, by reason of fire, flood,
storm, strike, lockout or other labor trouble, riot, war, rebellion, accidents,
acts of God, equipment, utility or transmission failure or damage, and/or any
other cause or casualty beyond the reasonable control of IFTC, whether similar
to the foregoing matters or not, then upon written notice to Fund, the
requirements of this Agreement that are affected by such disability, to the
extent so affected, shall be suspended during the period of such disability;
provided, however, that IFTC shall make reasonable effort to remove such
disability as soon as possible. During such period, Fund may seek alternate
sources of service without liability hereunder; and IFTC will use all reasonable
efforts to assist Fund to obtain alternate sources of service. IFTC shall have
no liability to Fund for nonperformance because of the reasons set forth in this
Section 8.G; but if a disability that, in Fund's reasonable belief, materially
affects IFTC's ability to perform its obligations under this Agreement continues
for a period of 30 days, then Fund shall have the right to terminate this
Agreement upon 10 days written notice to IFTC.
9. Adjustment.
In case of any recapitalization, readjustment or other change in the
structure of Fund requiring a change in the form of share certificates, IFTC
will issue or register certificates in the new form in exchange for, or in
transfer of, the outstanding certificates in the old form, upon receiving the
following:
A. Written instructions from an officer of Fund.
B. Certified copy of the amendment to the Articles of Incorporation or
other document effecting the change.
C. Certified copy of the order or consent of each governmental or
regulatory authority, required by law to the issuance of the shares in the new
form, and an opinion of counsel that the order or consent of no other government
or regulatory authority is required.
D. Specimens of the new certificates in the form approved by the Board
of Directors of Fund, with a certificate of the Secretary of Fund as to such
approval.
E. Opinion of counsel for Fund:
(1) With respect to the status of the shares of Fund in the new
form under the Securities Act of 1933, and any other applicable federal or
state laws.
(2) To the effect that the issued shares in the new form are, and
all unissued shares will be when issued, validly issued, fully paid and
non-assessable.
10. Share Certificates.
Fund will furnish IFTC with a sufficient supply of blank share certificates
and from time to time will renew such supply upon the request of IFTC. Such
certificates will be signed manually or by facsimile signatures of the officers
of Fund authorized by law and Fund's Bylaws to sign share certificates, and if
required, will bear the trust seal or facsimile thereof.
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11. Death, Resignation or Removal of Signing Officer.
Fund will file promptly with IFTC written notice of any change in the
officers authorized to sign share certificates, written instructions or
requests, together with two signature cards bearing the specimen signature of
each newly authorized officer, all as certified by an appropriate officer of the
Fund. In case any officer of Fund who will have signed manually or whose
facsimile signature will have been affixed to blank share certificates will die,
resign, or be removed prior to the issuance of such certificates, IFTC may issue
or register such share certificates as the share certificates of Fund
notwithstanding such death, resignation, or removal, until specifically directed
to the contrary by Fund in writing. In the absence of such direction, Fund will
file promptly with IFTC such approval, adoption, or ratification as may be
required by law.
12. Future Amendments of Articles of Incorporation and Bylaws.
Fund will promptly file with IFTC copies of all material amendments to its
Articles of Incorporation and Bylaws and Registration Statement made after the
date of this Agreement.
13. Instructions, Opinion of Counsel and Signatures.
At any time IFTC may apply to any officer of Fund for instructions, and may
consult with legal counsel for Fund at the expense of Fund, or with its own
legal counsel at its own expense, with respect to any matter arising in
connection with the agency; and it will not be liable for any action taken or
omitted by it in good faith in reliance upon such instructions or upon the
opinion of such counsel. IFTC is authorized to act on the orders, directions or
instructions of such persons as the Board of Directors of Fund shall from time
to time designate by resolution. IFTC will be protected in acting upon any paper
or document, including any orders, directions or instructions, reasonably
believed by it to be genuine and to have been signed by the proper person or
persons; and IFTC will not be held to have notice of any change of authority of
any person so authorized by Fund until receipt of written notice thereof from
Fund. IFTC will also be protected in recognizing share certificates that it
reasonably believes to bear the proper manual or facsimile signatures of the
officers of Fund, and the proper countersignature of any former Transfer Agent
or Registrar, or of a Co-Transfer Agent or Co-Registrar.
14. Papers Subject to Approval of Counsel.
The acceptance by IFTC of its appointment as Transfer Agent and Dividend
Disbursing Agent, and all documents filed in connection with such appointment
and thereafter in connection with the agencies, will be subject to the approval
of legal counsel for IFTC, which approval will not be unreasonably withheld.
15. Certification of Documents.
The required copy of the Articles of Incorporation of Fund and copies of
all amendments thereto will be certified by the appropriate official of The
State of Maryland; and if such Articles of Incorporation and amendments are
required by law to be also filed with a county, city or other officer of
official body, a certificate of such filing will appear on the certified copy
submitted to IFTC. A copy of the order to consent of each governmental or
regulatory authority required by law to the issuance of Fund shares will be
certified by the Secretary or Clerk of such governmental or regulatory
authority, under proper seal of such authority. The copy of the Bylaws and
copies of all amendments thereto and copies of resolutions of the resolutions of
the Board of Directors of Fund will be certified by the Secretary or an
Assistant Secretary of Fund.
16. Records.
IFTC will maintain customary records in connection with its agency, and
particularly will maintain those records required to be maintained pursuant to
sub-paragraph (2)(iv) of paragraph (b) of Rule 31a-1 under the Investment
Company Act of 1940, if any.
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17. Disposition of Books, Records and Cancelled Certificates.
IFTC will send periodically to Fund, or to where designated by the
Secretary or an Assistant Secretary of Fund, all books, documents, and all
records no longer deemed needed for current purposes and share certificates
which have been cancelled in transfer or in exchange, upon the understanding
that such books, documents, records, and share certificates will not destroyed
by Fund without the consent of IFTC (which consent will not be unreasonably
withheld), but will be safely stored for possible future reference.
18. Provisions Relating to IFTC as Transfer Agent.
A. IFTC will make original issues of share certificates upon written
request of an officer of Fund and upon being furnished with a certified copy of
a resolution of the Board of Directors authorizing such original issue, an
opinion of counsel as outlined in paragraphs 1.G or 9.E of this Agreement, the
certificates required by Section 10 of this Agreement and any other documents
required by Section 1 or 9 of this Agreement.
B. Before making any original issue of certificates, Fund will furnish
IFTC with sufficient funds to pay any taxes required on the original issue of
the shares. Fund will furnish IFTC such evidence as may be required by IFTC to
show the actual value of the shares. If no taxes are payable, IFTC will upon
request be furnished with an opinion of outside counsel to that effect.
C. Shares will be transferred and new certificates issued in transfer
upon surrender of the old certificates in form deemed by IFTC properly endorsed
for transfer accompanied by such documents as IFTC may deem necessary to
evidence that authority of the person making the transfer, and bearing
satisfactory evidence of the payment of any applicable share transfer taxes.
IFTC reserves the right to refuse to transfer until it is satisfied that the
endorsement or signature on the certificate or any other document is valid and
genuine, and for that purpose it may require a guarantee of signature by a firm
having membership in the New York Stock Exchange, Midwest Stock Exchange,
American Stock Exchange Securities Corporation, Pacific Coast Stock Exchange, or
any other exchange acceptable to Fund or by a bank or trust company approved by
it. IFTC also reserves the right to refuse to transfer shares until it is
satisfied that the requested transfer is legally authorized, and it will incur
no liability for the refusal in good faith to make transfers which, in its
judgment, are improper or unauthorized, or otherwise not rightful. IFTC may, in
effecting transfers, rely upon Simplification Acts or other statutes which
protect it and Fund in not requiring complete fiduciary documentation.
D. When mail is used for delivery of share certificates, IFTC will
forward share certificates in "nonnegotiable" form as provided by Fund by first
class mail, all such mail deliveries to be covered while in transit to the
addressee by insurance arranged for by IFTC.
E. IFTC will issue and mail subscription warrants and certificates
provided by Fund and representing share dividends, exchanges or split-ups, or
act as Conversion Agent upon receiving written instructions from any officer of
Fund and such other documents as IFTC deems necessary.
F. IFTC will issue, transfer, and split-up certificates upon receiving
written instructions from an officer of Fund and such other documents as IFTC
may deem necessary.
G. IFTC may issue new certificates in place of certificates
represented to have been lost, destroyed, stolen or otherwise wrongfully taken,
upon receiving indemnity satisfactory to IFTC, and may issue new certificates in
exchange for, and upon surrender of, mutilated certificates. Any such issuance
shall be in accordance with the provisions of law governing such matter and any
procedures adopted by the Board of Directors of the Fund of which IFTC has
notice.
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H. IFTC will supply a shareholder's list to Fund properly certified by
an officer of IFTC for any shareholder meeting upon receiving a request from an
officer of Fund. It will also supply lists at such other times as may be
requested by an officer of Fund.
I. Upon receipt of written instructions of an officer of Fund, IFTC
will address and mail notices to shareholders.
J. In case of any request or demand for the inspection of the share
books of Fund or any other books of Fund in the possession of IFTC, IFTC will
endeavor to notify Fund and to secure instructions as to permitting or refusing
such inspection. IFTC reserves the right, however, to exhibit the share books or
other books to any person in case it is advised by its counsel that it may be
held responsible for the failure to exhibit the share books or other books to
such person.
19. Provisions Relating to Dividend Disbursing Agency.
A. IFTC will, at the expense of Fund, provide a special form of check
containing the imprint of any device or other matter desired by Fund. Said
checks must, however, be of a form and size convenient for use by IFTC.
B. If Fund wants to include additional printed matter, financial
statements, etc., with the dividend checks, the same will be furnished IFTC
within a reasonable time prior to the date of mailing of the dividend checks, at
the expense of Fund.
C. If Fund wants its distributions mailed in any special form of
envelopes, sufficient supply of the same will be furnished to IFTC but the size
and form of said envelopes will be subject to the approval of IFTC. If stamped
envelopes are used, they must be furnished by Fund; or, if postage stamps are to
be affixed to the envelopes, the stamps or the cash necessary for such stamps
must be furnished by Fund.
D. IFTC will maintain one or more deposit accounts as Agent for Fund,
into which the funds for payment of dividends, distributions or other
disbursements provided for hereunder will be deposited, and against which checks
will be drawn.
20. Termination of Agreement.
A. This Agreement may be terminated by either party upon receipt of
sixty (60) days written notice form the other party.
B. Fund, 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:
(1) Any interruption or cessation of operations by IFTC or its
assigns which materially interferes with the business operation of Fund.
(2) The bankruptcy of IFTC or its assigns or the appointment of a
receiver for IFTC or its assigns.
(3) Any merger, consolidation or sale of substantially all the
assets of IFTC or its assigns.
(4) The acquisition of a controlling interest in IFTC or its
assigns, by any broker, dealer, investment adviser or investment company
except as may presently exist.
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(5) Failure by IFTC or its assigns to perform its duties in
accordance with the Agreement, which failure materially adversely affects
the business operations of Fund and which failure continues for thirty (30)
days after receipt of written notice from Fund.
(6) The registration of IFTC or its assigns as a transfer agent
under the Securities Exchange Act of 1934 is revoked, terminated or
suspended for any reason.
C. In the event of termination, Fund will promptly pay IFTC all
amounts due to IFTC hereunder. Upon termination of this Agreement, IFTC shall
deliver all shareholder and account records pertaining to Fund either to Fund or
as directed in writing by Fund.
21. Assignment.
A. Except for the assignment of responsibilities pursuant to the
Services Agreement ("Services Agreement") between IFTC and Xxxxxx Service
Company ("KSVC"), which Fund has approved, neither this Agreement nor any rights
or obligations hereunder may be assigned by IFTC without the written consent of
Fund; provided, however, no assignment will relieve IFTC of any of its
obligations hereunder.
B. This Agreement including, without limitation, the provisions of
Section 7 will inure to the benefit of and be binding upon the parties and their
respective successors and assigns including KSVC pursuant to the aforesaid
Services Agreement.
C. KSVC is authorized to use the system services of DST Systems, Inc.
22. Confidentiality.
A. Except as provided in the last sentence of Section 18.J hereof, or
as otherwise required by law, IFTC will keep confidential all records of and
information in its possession relating to 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 Fund.
B. Except as otherwise required by law, Fund will keep confidential
all financial statements and other financial records (other than statements and
records relating solely to Fund's business dealings with IFTC) and all manuals,
systems and other technical information and data, not publicly disclosed,
relating to IFTC's operations and programs furnished to it by IFTC pursuant to
this Agreement and will not disclose the same to any person except at the
request or with the consent of IFTC. Notwithstanding anything to the contrary in
this Section 22.B, if an attempt is made pursuant to subpoena or other legal
process to require Fund to disclose or produce any of the aforementioned
manuals, systems or other technical information and data, the Fund shall give
IFTC prompt notice thereof prior to disclosure or production so that IFTC may,
at its expense, resist such attempt.
23. Survival of Representations and Warranties.
A. All representations and warranties by either party herein contained
will survive the execution and delivery of this Agreement.
24. Miscellaneous.
A. This Agreement is executed and delivered in the State of Illinois
and shall be governed by the laws of said state (except as to paragraph 24.G
hereof which shall be governed by the laws of The State of Maryland).
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B. No provisions of the Agreement may be amended or modified, in any
manner except by a written agreement properly authorized and executed by both
parties hereto.
C. The captions in this Agreement are included for convenience of
reference only, and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
D. This Agreement shall become effective as of the date hereof.
E. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
F. If any part, term or provision of this Agreement is held by the
courts held 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.
G. All parties hereto are expressly put on notice of the Fund's
Articles of Incorporation which is on file with the Secretary of The State of
Maryland, and the limitation of shareholder and trustee liability contained
therein. This Agreement has been executed by and on behalf of the Fund by its
representatives as such representatives and not individually, and the
obligations of the Fund hereunder are not binding upon any of the Directors,
officers or shareholders of the Fund individually but are binding upon only the
assets and property of the Fund. With respect to any claim by IFTC for recovery
of that portion of the compensation and expenses (or any other liability of the
Fund arising hereunder) allocated to a particular Portfolio, whether in
accordance with the express terms hereof or otherwise, IFTC shall have recourse
solely against the assets of that Portfolio to satisfy such claim and shall have
no recourse against the assets of any other Portfolio for such purpose.
H. This Agreement, together with the Fee Schedule, is the entire
contract between the parties relating to the subject matter hereof and
supersedes all prior agreements between the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officer.
THE GROWTH FUND OF SPAIN, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Title: Vice President
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ATTEST:
/s/ Xxxxxx X. Xxxxxxx
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Title: Assistant Secretary
--------------------------
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/ X.X. Xxxxxxx
---------------------------------
Title: Chief Operations Officer
-------------------------
ATTEST:
/s/ Xxxxxx Xxxxxxx
----------------------------------
Title: Assistant Secretary
--------------------------
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EXHIBIT A
FEE SCHEDULE
AGENCY FUNCTION FEE PAYABLE BY FUND
1. Maintenance of open shareholder account. $7.50 per year per account
2. Maintenance of closed shareholder account. $2.50 per year per account
3. Transaction Fee: Certificate Processing. $1.50 per certificate
The out-of-pocket expenses of IFTC will be reimbursed by the Fund in
accordance with the provisions of paragraph 5.A of the Agency Agreement. All
fees will be subject to offset by earning allowances under the Custody Agreement
between the Fund and IFTC.
EXHIBIT B
IFTC INSURANCE COVERAGE
DESCRIPTION OF POLICY:
BROKERS BLANKET BOND, STANDARD FORM 14
Covering losses caused by dishonesty of employees, physical loss of
securities on or outside of premises while in possession of authorized person,
loss caused by forgery or alteration of checks or similar instruments.
ERRORS AND OMISSIONS INSURANCE
Covering replacement of destroyed records and computer errors and
omissions.
SPECIAL FORGERY BOND
Covering losses through forgery or alteration of checks or drafts of
customers processed by insured but drawn on or against them.
MAIL INSURANCE (APPLIES TO ALL FULL SERVICE OPERATIONS)
Provides indemnity for the following types of securities lost in the mails:
Non-negotiable securities mailed to domestic locations via registered
mail.
Non-negotiable securities mailed to domestic locations via first-class
or certified mail.
Non-negotiable securities mailed to foreign locations via registered
mail.
Negotiable securities mailed to all locations via registered mail.
