EXHIBIT 9(h)
TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of August 8, 1994, between THE ST. CLAIR FUND, INC.
(the "Fund"), a Maryland Corporation organized under the laws of Maryland and
having its Offices at Xxx Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, and THE
SHAREHOLDER SERVICES GROUP, INC. (MA) (the "Transfer Agent"), a Massachusetts
corporation with principal offices at One Exchange Place, 00 Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000.
W I T N E S S E T H
That for and in consideration of the mutual covenants and promises
hereinafter set forth, the Fund 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 Fund 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 Fund, duly authorized to
give Oral Instructions or Written Instructions on behalf of the Fund 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 Fund is a limited partnership, the General Partner(s) of the
Fund, as the case may be.
(d) "Commission" shall mean the Securities and Exchange
Commission.
(e) "Custodian" refers to any custodian or subcustodian of securities
and other property which the Fund 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.
(f) "Fund" shall mean the entity executing this Agreement, and if it is
a series fund, as such term is used in the 1940 Act, such term shall mean each
series of the Fund hereafter created except that appropriate documentation with
respect to each series must be presented to the Transfer Agent before this
Agreement shall become effective with respect to each such series.
(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 Fund 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
Fund as may be issued from time to time and, if the Fund is a closed-end or a
series fund, 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 Fund hereby appoints and
constitutes the Transfer Agent as transfer agent, registrar and dividend
disbursing agent for Shares of the Fund and as shareholder servicing agent for
the Fund. The Transfer Agent accepts such appointments and agrees to perform the
duties hereinafter set forth.
3. Compensation.
(a) The Fund 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 Fund
as soon as practicable after the end of each calendar month which will be
detailed in accordance with Schedule A, and the Fund will pay to the Transfer
Agent the amount of such invoice within fifteen (15) days after the Fund's
receipt of the invoice.
In addition, the Fund 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 Fund 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
Fund 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 Fund;
(b) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Fund;
(c) A signature card bearing the signatures of any officer of the Fund
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 Fund, 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 Fund with the name, address
and taxpayer identification number of each Shareholder, and the number of Shares
of the Fund 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 Fund; and
(h) An opinion of counsel for the Fund 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 Fund 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 Fund
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 Fund;
(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 Fund. The Fund 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 Fund'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 Fund shall declare a distribution payable in Shares, the Fund
shall deliver or cause to be delivered to the Transfer Agent written notice of
such declaration signed on behalf of the Fund 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 Fund shall deliver to the Transfer Agent all
notices issued by the Fund with respect to the Shares in accordance with and
pursuant to the Articles of Incorporation or By-laws of the Fund 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 Fund and shall be available during
regular business hours for inspection, copying and use by the Fund. 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 Fund, 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 Fund, or any person retained by the Fund as may
be necessary for the Fund 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 Fund 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
Fund 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 Fund and the proper countersignature of the
Transfer Agent.
(b) At any time, the Transfer Agent may apply to any Authorized Person
of the Fund for Written Instructions and may seek advice from legal counsel for
the Fund, 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 Fund or for the Transfer Agent.
Written Instructions requested by the Transfer Agent will be provided by the
Fund 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
Fund only if said representative is an Authorized Person. The Fund agrees that
all Oral Instructions shall be followed within one business day by confirming
Written Instructions, and that the Fund'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 Fund, 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 Fund 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
Fund; (ii) upon Oral or Written Instructions; (iii) in reliance on any records
or documents received from the Fund or any Agent of the Fund, 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
Fund 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 Fund may be asked to indemnify or hold the
Transfer Agent harmless, the Fund shall be advised of all pertinent facts
concerning the situation in question. The Transfer Agent will notify the Fund
promptly after identifying any situation which it believes presents or appears
likely to present a claim for indemnification against the Fund although the
failure to do so shall not prevent recovery by the Transfer Agent except and to
the extent the Fund has been prejudiced thereby. The Fund 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 Fund so elects, such defense shall
be conducted by counsel chosen by the Fund and reasonably satisfactory to the
Transfer Agent, and thereupon the Fund 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 Fund will be asked to provide
indemnification, except with the Fund'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 Fund's respective series and shall continue until July
31, 1995 except as provided in subparagraph (b) of this Section and except that
the Fund 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 Fund. After July 31, 1995, 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 Fund 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 Fund 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 uncured on the date notice of termination is given) at the expense of the
Fund, the Transfer Agent will deliver to such successor a certified list of
shareholders of the Fund (with names and addresses), and all other relevant
books, records, correspondence and other Fund records or data in the possession
of the Transfer Agent, and the Transfer Agent will cooperate with the Fund 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 Fund and its prior, present or potential
Shareholders.
17. Amendment. This Agreement may only be amended or modified by
a written instrument executed by both parties.
18. Subcontracting. On thirty (30) days prior written notice to the Fund,
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 Fund 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;
19. Miscellaneous.
(a) Notices. Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Fund 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 Fund:
Xxxxxxx X. Xxxxxxx
President, Ambassador Funds
c/o Kellogg Company
One Kellogg Square
X.X. Xxx 0000
Xxxxxx Xxxxx, XX 00000-0000
with copy to:
Xxx X. Xxxxxxxx
Comerica Bank
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
To the Transfer Agent:
The Shareholder Services Group
Xxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, President
with a copy to:
TSSG Counsel
(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) Calculations. 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 Fund 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 Fund 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 Fund's Name. The Transfer Agent shall not use the name of
the Fund or material relating to the Fund on any documents or forms for other
than internal use in a manner not approved prior thereto in writing; provided,
that the Fund 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.
THE ST. CLAIR FUND
By: /s/
Illegible
Illegible
Title: President
THE SHAREHOLDER SERVICES GROUP,
INC.
By: /s/ Xxxx X.
Xxxxxx
Xxxx X. Xxxxxx
Title: Executive
Vice President and Chief
Operating Officer
Transfer Agent Fee
Schedule A
The Fund shall pay the Transfer Agent an annualized fee based on the
schedule listed below. Such fee shall be billed by the Transfer Agent monthly in
arrears on a prorated basis of 1/12 of the annualized fee for the total average
net assets that are in the funds during such month.
I. Asset Based Charges
Based on the total net assets in all funds.
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
II. Minimum Fee
A minimum fee of $9,000 per annum will apply to the existing St. Clair
fund.
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 Fund 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
Fund will promptly reimburse the Transfer Agent for any other unscheduled
expenses incurred by the Transfer Agent whenever the Fund 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
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 Fund. 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 Fund
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 Fund to comply with the escheat
laws of any state or other authority for the period they are Transfer Agent. The
Fund 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 Fund 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 Fund.
3. Share Certificates.
(a) At the expense of the Fund, 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 Fund agrees that, notwithstanding the death,
resignation, or removal of any officer of the Fund 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 Fund 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 cancelled 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 Fund, all
communicators by the Fund 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 Fund'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 Fund where it has received a Written
Instruction from the Fund or official notice from any appropriate authority that
the sale of the Shares of the Fund 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 Fund 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 Fund'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 Fund. When Shares are redeemed, the
Transfer Agent shall, upon receipt of the instructions and documents in proper
form, deliver to the Fund's Custodian and to the Fund 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 Fund 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 Fund. It is understood that the Transfer Agent may arrange for the
direct payment of redemption proceeds to Shareholders by the Fund's Custodian in
accordance with such procedures and controls as are mutually agreed upon from
time to time by the Fund, the Transfer Agent and the Fund's Custodian.
The Transfer Agent shall not process or effect any redemption with
respect to Shares of the Fund after receipt by the Transfer Agent of
notification of the suspension of the determination of the net asset value of
the Fund, 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
Fund with respect to Shares of the Fund, the Fund shall furnish or cause to be
furnished to the Transfer Agent or its agent a copy of a resolution of the
Fund's Board of Directors certified by the Secretary of the Fund 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 Fund 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 Fund'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 Fund's
Custodian, in accordance with such procedures and controls as are mutually
agreed upon from time to time by and among the Fund, the Transfer Agent and the
Fund'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 Fund as are required to be so prepared, filed and mailed by applicable
laws, rules and/or resolutions. On behalf of the Fund, 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 Fund, 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 Fund as of the record
date, the Transfer Agent or its agent will, upon notifying the Fund, 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 Fund's independent public accountants and shall take all reasonable action
in the performance of its obligations under its agreement with the Fund 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 Fund 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
Fund, the Transfer Agent and the Fund's Custodian, the Transfer Agent shall (a)
arrange for issuance of Shares obtained through (i) transfers of funds from
Shareholders's accounts at financial institutions, (ii) a preauthorized 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 Fund 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:
o Name and Address (Zip Code)
o Class of Shares
o Taxpayer Identification Number
o Balance of Shares held by Agent
o Beneficial owner code: i.e., male, female, joint
tenant, etc.
o Dividend code (reinvestment)
o Number of Shares held in certificate form
B. OTHER DAILY ACTIVITY
o 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 Fund).
o Process additional payments into established Shareholder accounts in
accordance with Written Instruction.
o Upon receipt of proper instructions and all required documentation,
process requests for repurchase of Shares.
o 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 Fund.
o Examine and process all transfers of Shares, ensuring that all
transfer requirements and legal documents have been supplied.
o Issue and mail replacement checks.
o Open new accounts and maintain records of exchanges between
accounts.
o Furnish daily requests of transactions in Shares.
o Calculate sales load or compensation payment (front-end and
deferred) and provide such information to the Fund, if any.
o Calculate dealer commissions for the Fund, if any.
o Provide toll-free lines for direct Shareholder use, plus customer
liaison staff with on-line inquiry capacity.
o Mail duplicate confirmations to dealers of their client's activity,
whether executed through the dealer or directly with the Transfer
Agent, if any.
o Identify to each series or class of Shares property belonging to
such series or class, and in such reports, confirmations and notices
to the Fund called for under this Agreement identify the series or
class to which such report, confirmation or notice pertains.
C. DIVIDEND ACTIVITY
o Calculate and process Share dividends and distributions as
instructed by the Fund.
o Compute, prepare and mail all necessary reports to Shareholders or
various authorities as requested by the Fund. Report to the Fund
reinvestment plan share purchases and determination of the
reinvestment price.
D. MEETINGS OF SHAREHOLDERS
o 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.
o Prepare and submit to the Fund an Affidavit of Mailing.
o At the time of the meeting, furnish a certified list of
Shareholders, hard copy, microfilm or microfiche and, if requested
by the Fund, Inspection of Election.
E. PERIODIC ACTIVITIES
o Cause to be mailed reports, Prospectuses, and any other enclosures
requested by the Fund (material must be adaptable to mechanical
equipment of Transfer Agent or its agents).
o Receive all notices issued by the Fund with respect to the
Shares in accordance with and pursuant to the Articles of
Incorporation and ByLaws and perform such other specific
duties as are set forth in the Articles of Incorporation
and ByLaws 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.
o Furnish monthly reports of transactions in shares by type
(custodial, trust, Xxxxx, XXX, other) including numbers of accounts.
o Furnish state-by-state registration and sales reports to
the Administrator.
o 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 Fund and the Transfer
Agent, if any.
o Provide Shareholder lists and statistical information
concerning accounts to the Fund.
o 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 Fund or the Custodian.
