TRANSFER AGENCY AGREEMENT
This Agreement made as of the 30th of January, 1995, by and between Xxxxxx
Street Funds (hereinafter referred to as the "Trust") a Massachusetts business
trust, having its principal office and place of business at 0 Xxxxxx Xxxxxx,
Xxxxxx, XX 00000 and Supervised Service Company, Inc. (hereinafter referred to
as the "Transfer Agent") a Delaware corporation having its principal office and
place of business at 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000.
W I T N E S S E T H :
That for and in consideration of the mutual promises hereinafter set forth, the
parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall have the
following meanings:
l. "Approved Institution" shall mean an entity so named in a Certificate.
From time to time, the Trust may amend a previously delivered Certificate by
delivering to the Transfer Agent a Certificate naming an additional entity or
deleting an existing one.
2. The "Board of Trustees" shall mean the Board of Trustees of the Trust.
3. "Certificate" shall mean any notice, instruction, or other instrument
in writing, authorized or required by this Agreement to be given to the Transfer
Agent by the Trust which is signed by any Officer and actually received by the
Transfer
Agent.
4. "Custodian" shall mean the financial institution appointed as
custodian under the terms and conditions of the Custody Agreement between the
financial institution and the Trust, or its successor(s).
5. "Trust Business Day" shall be deemed to be each day on which the New
York Stock Exchange, Inc. is open for trading.
6. "Officer" shall be deemed to be the Trust's President, Vice President,
Secretary, Treasurer, Controller, Assistant Controller, Assistant Treasurer,
Assistant Secretary, and any other person duly authorized by the Board of
Trustees to execute any Certificate, instruction, notice or other instrument on
behalf of the Trust and named in the Certificate annexed hereto as Appendix A,
as such Certificate may be amended from time to time, and any person reasonably
believed by the Transfer Agent to be such a person.
7. "Out-of-Pocket Expenses" means amounts reasonably necessary and
actually incurred by Transfer Agent in the provision of Transfer Agent services
or pursuant to this Agreement for the following purposes: postage, 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 to record transactions in
shareholder accounts and computer tapes used for permanent storage of records
and cost of insertion of materials in mailing envelopes by outside firms, any
charges associated with
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special or exception processing and such other expenses as are paid or incurred
by Transfer Agent at the request of the Trust. Transfer Agent may, at its
option, arrange to have various service providers submit invoices directly to
the Trust for payment of out-of-pocket expenses reimbursable hereunder.
8. "Prospectus" shall mean the most recent Trust prospectus actually
received by the Transfer Agent from the Trust with respect to which the Trust
has indicated a registration statement under the Federal Securities Act of 1933
has become effective, including the Statement of Additional Information,
incorporated by reference therein.
9 "Shares" shall mean all or any part of each class or series of the
shares of beneficial interest of the Trust or Portfolio listed in the
Certificate as to which the Transfer Agent acts as transfer agent hereunder, as
may be amended from time to time, which are authorized and/or issued by the
Trust.
10. "Transfer Agent" shall mean Supervised Service Company, Inc., ("SSC"),
as transfer agent and dividend disbursing agent under the terms and conditions
of this Agreement, its successor(s) or assign(s).
ARTICLE II
APPOINTMENT OF TRANSFER AGENT
1. The Trust hereby constitutes and appoints the Transfer Agent as
transfer agent of all the Shares of the Trust and as dividend disbursing agent
during the period of this Agreement.
2. The Transfer Agent hereby accepts appointment as transfer
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agent and dividend disbursing agent and agrees to perform duties thereof as
hereinafter set forth.
3. In connection with such appointment, the Trust upon the request of the
Transfer Agent, shall deliver the following documents to the Transfer Agent:
(i) A copy of the Declaration of Trust of the Trust and all amendments
thereto certified by the Secretary of the Trust;
(ii) A copy of the By-Laws of the Trust certified by the Secretary of
the Trust;
(iii) A copy of a resolution of the Board of Trustees of the Trust
certified by the Secretary of the Trust appointing the Transfer Agent and
authorizing the execution of this Transfer Agency Agreement;
(iv) A Certificate signed by the Secretary of the Trust specifying:
the number of authorized Shares, the number of such authorized Shares issued,
the number of such authorized Shares issued and currently outstanding; the names
and specimen signatures of the Officers of the Trust; and the name and address
of the legal counsel for the Trust;
(v) Copies of the Trust's Registration Statement, as amended to date,
and the most recently filed Post-Effective Amendment thereto, filed by the Trust
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and under the Investment Company Act of 1940, as amended, together with
any applications filed in connection therewith; and
(vi) Opinion of counsel for the Trust with respect to the validity of
the authorized and outstanding Shares, whether
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such Shares are fully paid and non-assessable and the status of such Shares
under the Securities Act of 1933, as amended, and any other applicable federal
law or regulation (i.e., if subject to registration, that they have been
registered and that the Registration Statement has become effective or, if
exempt, the specific grounds therefor).
ARTICLE III
ISSUANCE,
REDEMPTION AND TRANSFER OF SHARES
1. (a) The Transfer Agent acknowledges that it has received a copy of
the Trust's Prospectus, which Prospectus describes how sales and redemption of
shares of the Trust shall be made, and the Transfer Agent agrees to accept
purchase orders and redemption requests with respect to Trust shares on each
Trust Business Day in accordance with such Prospectus. The Trust agrees to
provide the Transfer Agent with sufficient advance notice to enable the Transfer
Agent to effect any changes in the procedures set forth in the Prospectus
regarding such purchase and redemption procedure; provided, however, that in no
event will such advance notice be less than 30 days.
(b) The Transfer Agent shall also accept with respect to each Trust
Business Day, at such times as are agreed upon from time to time by the Transfer
Agent and the Trust, a computer tape or electronic data transmission consistent
in all respects with the Transfer Agent's record format, as amended from time to
time, which is believed by the Transfer Agent to be furnished by or on behalf of
any Approved Institution. The Transfer Agent shall not
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be liable for any losses or damages to the Trust or its shareholders in the
event that a computer tape or electronic data transmission from an Approved
Institution is unable to be processed for any reason beyond the control of the
Transfer Agent, or if any of the information on such tape or transmission is
found to be incorrect.
2. On each Trust Business Day, the Transfer Agent shall, as of the time
at which the Trust computes the net asset value of the Trust, issue to and
redeem from the accounts specified in a purchase order, redemption request, or
computer tape or electronic data transmission, which in accordance with the
Prospectus is effective on such Trust Business Day, the appropriate number of
full and fractional Shares based on the net asset value per Share of such Trust
specified in an advice received on such Trust Business Day from the Trust.
Notwithstanding the foregoing, if a redemption specified in a computer tape or
electronic data transmission is for a dollar value of Shares in excess of the
dollar value of Shares in the specified account, the Transfer Agent shall not
effect such redemption in whole or in part and shall within twenty-four hours
orally advise the Approved Institution which supplied such tape of the
discrepancy.
3. In connection with a reinvestment of a dividend or distribution of
Shares of the Trust, the Transfer Agent shall as of each Trust Business Day, as
specified in a Certificate or resolution described in paragraph 1 of succeeding
Article IV, issue Shares of the Trust based on the net asset value per Share
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of such Trust specified in an advice received from the Trust on such Trust
Business Day.
4. On each Trust Business Day the Transfer Agent shall supply the Trust
with a statement specifying with respect to the immediately preceding Trust
Business Day: the total number of Shares of the Trust (including fractional
Shares) issued and outstanding at the opening of business on such day; the total
number of Shares of the Trust sold on such day, pursuant to preceding paragraph
2 of this Article; the total number of Shares of the Trust redeemed from
Shareholders by the Transfer Agent on such day; the total number of Shares of
the Trust, if any, sold on such day pursuant to preceding paragraph 3 of this
Article, and the total number of Shares of the Trust issued and outstanding.
5. In connection with each purchase and each redemption of Shares, the
Transfer Agent shall send such statements as are prescribed by the Federal
Securities laws applicable to transfer agents or as described in the Prospectus.
6. As of each Trust Business Day the Transfer Agent shall furnish the
Trust with an advice setting forth the number and dollar amount of Shares to be
redeemed on such Trust Business Day in accordance with paragraph 2 of this
Article.
7. Upon receipt of a proper redemption request and moneys paid to it by
the Custodian in connection with a redemption of Shares, the Transfer Agent
shall cancel the redeemed Shares and after making appropriate deduction for any
withholding of taxes required of it by applicable law (a) in the case of a
redemption
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of Shares pursuant to a redemption described in preceding paragraph 1(a) of this
Article, make payment in accordance with the Trust's redemption and payment
procedures described in the Prospectus, and (b) in the case of a redemption of
Shares pursuant to a computer tape or electronic data transmission described in
preceding paragraph 1(b) of this Article, make payment by directing a federal
funds wire order to the account previously designated by the Approved
Institution specified in said computer tape or electronic data transmission.
8. The Transfer Agent shall not be required to issue any Shares after it
has received from an Officer of the Trust or from an appropriate federal or
state authority written notification that the sale of Shares has been suspended
or discontinued, and the Transfer Agent shall be entitled to rely upon such
written notification.
9. Upon the issuance of any Shares in accordance with this Agreement the
Transfer Agent shall not be responsible for the payment of any original issue or
other taxes required to be paid by the Trust in connection with such issuance of
any Shares.
10. The Transfer Agent shall accept a computer tape or electronic data
transmission consistent with the Transfer Agent's record format, as amended from
time to time, which is reasonably believed by the Transfer Agent to be furnished
by or on behalf of any Approved Institution and is represented to be
instructions with respect to the transfer of Shares from one account of such
Approved Institution to another such account, and shall effect the transfers
specified in said computer tape or electronic data
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transmission. The Transfer Agent shall not be liable for any losses to the Trust
or its shareholders in the event that a computer tape or electronic data
transmission from an Approved Institution is unable to be processed for any
reason beyond the control of the Transfer Agent, or if any of the information on
such tape or transmission is found to be incorrect.
11. (a) Except as otherwise provided in sub-paragraph (b) of this
paragraph and in paragraph 13 of this Article, Shares will be transferred or
redeemed upon presentation to the Transfer Agent of instructions properly
endorsed for transfer or redemption, accompanied by such documents as the
Transfer Agent deems necessary to evidence the authority of the person baking
such transfer or redemption, and bearing satisfactory evidence of the payment of
stock transfer taxes. In the case of estates where no administration is
contemplated, the Transfer Agent may, without further approval of the Trust,
transfer or redeem Shares registered in the name of a decedent where the current
market value of the Shares being transferred does not exceed such amount as may
from time to time be prescribed by various states. The Transfer Agent reserves
the right to refuse to transfer or redeem Shares until it is satisfied that the
instructions are valid and genuine, and for that purpose it will require, unless
otherwise instructed by an authorized officer of the Trust, a guarantee of
signature by an "Eligible Guarantor Institution" as that term is defined by SEC
Rule l7Ad-15. The Transfer Agent also reserves the right to refuse to transfer
or redeem Shares until it is satisfied that the requested transfer or redemption
is legally
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authorized, and it shall incur no liability to the Trust for its refusal, in
good faith, to make transfers or redemptions which the Transfer Agent, in its
reasonable judgment, deems improper or unauthorized, or until it is satisfied
that there is no basis to any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transfers and redemptions of Shares, rely
upon those provisions of the Uniform Act for the Simplification of Fiduciary
Security Transfers or the Uniform Commercial Code, as the same may be amended
from time to time, applicable to the transfer of securities, and the Trust shall
indemnify the Transfer Agent for any act done or omitted by it in good faith in
reliance upon such laws. In no event, however, will the Trust indemnify the
Transfer Agent for any act done by it as a result of willful misfeasance, bad
faith, negligence or reckless disregard of its duties.
(b) Notwithstanding the foregoing or any other provision contained in this
Agreement to the contrary, the Transfer Agent shall be fully protected by the
Trust in not requiring any instruments, documents, assurances, endorsements or
guarantees, including, without limitation, any signature guarantees, in
connection with a redemption, or transfer, of Shares whenever the Transfer Agent
reasonably believes that requiring the same would be inconsistent with the
transfer and redemption procedures as described in the Prospectus.
12. Notwithstanding any provision contained in this agreement to the
contrary, the Transfer Agent shall not be required, as a condition to any
transfer of Shares pursuant to
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paragraph 11 of this Article or any redemption of any Shares pursuant to a
computer tape or electronic data transmission described in this Agreement, any
documents, including, without limitation, any documents of the kind described in
sub-paragraph (a) of paragraph 11 of this Article, to evidence the authority of
the person requesting the transfer or redemption and/or the payment of any stock
transfer taxes, and shall be fully protected in acting in accordance with the
applicable provisions of this Article.
13. (a) As used in this Agreement, the terms "computer tape" or electronic
data transmission and "computer tape believed by the Transfer Agent to be
furnished by an Approved Institution," shall include any tapes generated by the
Transfer Agent to reflect information believed by the Transfer Agent to have
been input by an Approved Institution, via a remote terminal or other similar
link, into a data processing, storage, or collection system, or similar system
(the "System"), located on the Transfer Agent's premises. For purposes of
paragraph 1 of this Article, such a computer tape or electronic data
transmission shall be deemed to have been furnished at such times as are agreed
upon from time to time by the Transfer Agent and Trust only if the information
reflected thereon was input to the System at such times as are agreed upon from
time to time by the Transfer Agent and the Trust.
(b) Nothing contained in this Agreement shall constitute any agreement or
representation by the Transfer Agent to permit, or to agree to permit, any
Approved Institution to input
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information into a System.
(c) The Transfer Agent reserves the right to approve, in advance, any
Approved Institution, such approval not to be unreasonably withheld. The
Transfer Agent also reserves the right to terminate any and all automated data
communications, at its discretion, upon a reasonable attempt to notify the Trust
when in the opinion of the Transfer Agent continuation of such communications
would jeopardize the accuracy and/or integrity of the Trust's records on the
System.
ARTICLE IV
DIVIDENDS AND DISTRIBUTIONS
1. The Trust shall furnish to the Transfer Agent a copy of a resolution
of its Board of Trustees, certified by the Secretary or any Assistant Secretary,
either (i) setting forth the date of the declaration of a dividend or
distribution, the date of accrual or payment, as the case may be, thereof, the
record date as of which Shareholders entitled to payment, or accrual, as the
case may be, shall be determined, the amount per Share of such dividend or
distribution, the payment date on which all previously accrued and unpaid
dividends are to be paid, and the total amount, if any, payable to the Transfer
Agent on such payment date, or (ii) authorizing the declaration of dividends and
distributions on a daily or other periodic basis and authorizing the Transfer
Agent to rely on a Certificate setting forth the information described in
subsection (i) of this paragraph.
2. Upon the mail date specified in such Certificate or
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resolution, as the case may be, the Trust shall, in the case of a cash dividend
or distribution, cause the Custodian to deposit in an account in the name of the
Transfer Agent on behalf of the Trust an amount of cash, if any, sufficient for
the Transfer Agent to make the payment, as of the mail date, specified in such
Certificate or resolution, as the case may be, to the Shareholders who were of
record on the record date. The Transfer Agent will, upon receipt of any such
cash, make payment of such cash dividends or distributions to the shareholders
of record as of the record date by: (i) mailing a check, payable to the
registered shareholder, to the address of record or dividend mailing address, or
(ii) wiring such amounts to the accounts previously designated by an Approved
Institution, as the case may be. The Transfer Agent shall not be liable for any
improper payments made in good faith and without negligence, in accordance with
a Certificate or resolution described in the preceding paragraph. If the
Transfer Agent shall not receive from the Custodian sufficient cash to make
payments of any cash dividend or distribution to all shareholders of the Trust
as of the record date, the Transfer Agent shall, upon notifying the Trust,
withhold payment to all shareholders of record as of the record date until
sufficient cash is provided to the Transfer Agent.
3. It is understood that the Transfer Agent shall in no way be
responsible for the determination of the rate or form of dividends or capital
gain distributions due to the shareholders. It is expressly agreed and
understood that the Transfer Agent is not liable for any loss as a result of
processing a distribution
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based on information provided in the Certificate that is incorrect. The Trust
agrees to pay the Transfer Agent for any and all costs, both direct and
out-of-pocket expenses, incurred in such corrective work as necessary to remedy
such error.
4. It is understood that the Transfer Agent shall file such appropriate
information returns concerning the payment of dividend and capital gain
distributions with the proper federal, state and local authorities as are
required by law to be filed by the Trust but shall in no way be responsible for
the collection or withholding of taxes due on such dividends or distributions
due to shareholders, except and only to the extent, required by applicable law.
ARTICLE V
CONCERNING THE TRUST
1. The Trust represents to the Transfer Agent that:
(a) It is a business trust duly organized and existing under the laws
of the Commonwealth of Massachusetts.
(b) It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.
(c) All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement.
(d) It is an investment company registered under the Investment
Company Act of 1940, as amended.
(e) A registration statement under the Securities Act of 1933, as
amended, with respect to the Shares is effective.
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The Trust shall notify the Transfer Agent if such registration statement or any
state securities registrations have been terminated or a stop order has been
entered with respect to the Shares.
2. Each copy of the Declaration of Trust of the Trust and copies of all
amendments thereto shall be certified by the Secretary of State (or other
appropriate official) of the state of organization, and if such Declaration of
Trust and/or amendments are required by law also to be filed with a county or
other officer or official body, a certificate of such filing shall be filed with
a certified copy submitted to the Transfer Agent. Each copy of the By-Laws and
copies of all amendments thereto, and copies of resolutions of the Board of
Trustees of the Trust, shall be certified by the Secretary of the Trust under
seal.
3. The Trust shall promptly deliver to the Transfer Agent written notice
of any change in the Officers authorized to sign Share Certificates,
notifications or requests, together with a specimen signature of each new
Officer.
4. It shall be the sole responsibility of the Trust to deliver to the
Transfer Agent the Trust's currently effective Prospectus and, for purposes of
this Agreement, the Transfer Agent shall not be deemed to have notice of any
information contained in such Prospectus until a reasonable time after it is
actually received by the Transfer Agent.
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ARTICLE VI
CONCERNING THE TRANSFER AGENT
1. The Transfer Agent represents and warrants to the Trust that:
(a) It is a corporation duly organized and existing under the laws of
the State of Delaware.
(b) It is empowered under applicable law and by its Charter and
By-laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
(d) It is duly registered as a transfer agent under Section 17A of
the securities Exchange Act of 1934, as amended.
2. The Transfer Agent shall not be liable and shall be indemnified in
acting upon any computer tape or electronic data transmission, writing or
document reasonably believed by it to be genuine and to have been signed or made
by an Officer of the Trust or person designated by the Trust and shall not be
held to have any notice of any change of authority of any person until receipt
of written notice thereof from the Trust or such person.
3. The Transfer Agent upon notice to the Trust may establish such
additional procedures, rules and regulations governing the transfer or
registration of Shares as it may deem advisable and consistent with such rules
and regulations generally adopted by mutual fund transfer agents.
4. The Transfer Agent shall keep such records as are specified in
Schedule II hereto in the form and manner, and for such period, as it may deem
advisable and is agreeable to the
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Trust but not inconsistent with the rules and regulations of appropriate
government authorities, in particular Rules 31a-2 and 31a-3 under the Investment
Company Act of 1940, as amended. The Transfer Agent acknowledges that such
records are the property of the Trust. The Transfer Agent may deliver to the
Trust from time to time at its discretion, for safekeeping or disposition by the
Trust in accordance with law, such records, papers, documents accumulated in the
execution of its duties as such Transfer Agent, as the Transfer Agent may deem
expedient, other than those which the Transfer Agent is itself required to
maintain pursuant to applicable laws and regulations. The Trust shall assume
all responsibility for any failure thereafter to produce any record, paper, or
other document so returned, if and when required. The records specified in
schedule II hereto maintained by the Transfer Agent pursuant to this paragraph
4, which have not been previously delivered to the Trust pursuant to the
foregoing provisions of this paragraph 4, shall be considered to be the property
of the Trust, shall be made available upon request for inspection by the
officers, employees, and auditors of the Trust, and records shall be delivered
to the Trust upon request and in any event upon the date of termination of this
Agreement, as specified in Article VII of this Agreement, in the form and manner
kept by the Transfer Agent on such date of termination or such earlier date as
may be requested by the Trust.
5. The Transfer Agent shall not be liable for any loss or damage,
including reasonable counsel fees, resulting from its actions or omissions to
act or otherwise, except for any loss or
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damage arising out of its bad faith, negligence, willful misfeasance or reckless
disregard of its duties under this agreement.
6. (a) The Trust shall indemnify and exonerate, save and hold harmless
the Transfer Agent from and against any and all claims (whether with or without
basis in fact or law), demands, expenses (including reasonable attorney's fees)
and liabilities of any and every nature which the Transfer Agent may sustain or
incur or which may be asserted against the Transfer Agent by any person by
reason of or as a result of any action taken or omitted to be taken by any prior
transfer agent of the Trust or as a result of any action taken or omitted to be
taken by the Transfer Agent in good faith and without negligence or willful
misconduct or in reliance upon (i) any provision of this Agreement; (ii) the
Prospectus; (iii) any instruction or order including, without limitation, any
computer tape or electronic data transmission reasonably believed by the
Transfer Agent to have been received from an Approved Institution; (iv) any
instrument or order reasonably believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized Officer of the Trust; (v) any
Certificate or other instructions of an Officer; or (vi) any opinion of legal
counsel for the Trust. The Trust shall indemnify and exonerate, save and hold
the Transfer Agent harmless from and against any and all claims (whether with or
without basis in fact or law), demands, expenses (including reasonable
attorney's fees) and liabilities of any and every nature which the Transfer
Agent may sustain or incur or which may
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be asserted against the Transfer Agent by any person by reason of or as a result
of any action taken or omitted to be taken by the Transfer Agent in good faith
and without negligence in connection with its appointment or in reliance upon
any law, act, regulation or any interpretation of the same even though such law,
act or regulation may thereafter have been altered, changed, amended or
repealed.
(b) The Transfer Agent shall not settle any claim, demand, expense
or liability to which it may seek indemnity pursuant to paragraph 6(a) above
(each, an "Indemnifiable Claim") without the express written consent of an
Officer of the Trust. The Transfer Agent shall notify the Trust within 15 days
of receipt of notification of an Indemnifiable Claim, provided that the failure
by the Transfer Agent to furnish such notification shall not impair its right to
seek indemnification from the Trust unless the Trust is unable to adequately
defend the Indemnifiable Claim as a result of such failure, and further
provided, that if as a result of the Transfer Agent's failure to provide the
Trust with timely notice of the institution of litigation a judgment by default
is entered, prior to seeking indemnification from the Trust the Transfer Agent,
at its own cost and expense, shall open such judgment. The Trust shall have the
right to defend any Indemnifiable Claim at its own expense, provided that such
defense shall be conducted by counsel selected by the Trust and reasonably
acceptable to the Transfer Agent. The Transfer Agent may join in such defense
at its own expense, but to the extent that it shall so desire the Trust shall
direct such defense. The
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Trust shall not settle any Indemnifiable Claim without the express written
consent of the Transfer Agent if the Transfer Agent determines that such
settlement would have a material adverse effect on the Transfer Agent beyond the
scope of this Agreement. In such event, each of the Trust and the Transfer
Agent shall be responsible for their own defense at their own cost and expense,
and such claim shall not be deemed an Indemnifiable Claim hereunder. If the
Trust shall fail or refuse to defend an Indemnifiable Claim, the Transfer Agent
may provide its own defense at the cost and expense of the Trust. Anything in
this Agreement to the contrary notwithstanding, the Trust shall not indemnify
the Transfer Agent against any liability or expense arising out of the Transfer
Agent's willful misfeasance, bad faith, negligence or reckless disregard of its
duties and obligations under this Agreement. The Transfer Agent shall indemnify
and hold the Trust harmless from and against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to any action or failure or omission to act by the Transfer Agent
as a result of the Transfer Agent's lack of good faith, negligence or willful
misconduct.
7. The Transfer Agent shall not be liable to the Trust with respect to
any redemption draft on which the signature of the drawer is forged and as to
which the Trust's Custodian has advised the Transfer Agent to honor the
redemption; nor shall Transfer Agent be liable for any material alteration to or
absence or forgery of any endorsement, it being understood that
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the Transfer Agent's sole responsibility with respect to inspecting redemption
drafts is to use reasonable care to verify the drawer's signature against
signatures on file.
8. There shall be excluded from the consideration of whether the Transfer
Agent has been negligent or has breached this Agreement, any period of time, and
only such period of time, during which the Transfer Agent's performance is
materially affected, by reason of circumstances beyond its reasonable control
(collectively, "Causes"), including, without limitation (except as provided
below), (a) mechanical breakdowns of equipment (including any alternative power
supply and operating systems software), flood or catastrophe, acts of God,
failures of transportation, communication or power supply, strikes, lockouts,
work stoppages or other similar circumstances.
9. At any time the Transfer Agent may apply to an Officer of the Trust
for written instructions with respect to any matter arising in connection with
the Transfer Agent's duties and obligations under this Agreement, and the
Transfer Agent shall not be liable for any action taken or permitted by it in
good faith in accordance with such written instructions. Such application by the
Transfer Agent for written instructions from an Officer of the Trust shall set
forth in writing any action proposed to be taken or omitted by the Transfer
Agent with respect to its duties or obligations under this Agreement and the
date on and/or after which such action shall be taken. The Transfer Agent shall
not be liable for any action taken or omitted in accordance with a proposal
included in any such
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application on or after the date specified therein unless, prior to taking or
omitting any such action, the Transfer Agent has received written instructions
in response to such application specifying the action to be taken or omitted.
The Transfer Agent may consult counsel of the Trust, or upon notice to the
Trust, its own counsel, at the expense of the Trust and shall be fully protected
with respect to anything done or omitted by it in good faith in accordance with
the advice or opinion of counsel to the Trust or its own counsel.
10. In case of any requests or demands for the inspection of the
shareholder records of the Trust, the Transfer Agent will endeavor to notify the
Trust promptly and to secure instructions from an Officer as to such inspection.
The Transfer Agent reserves the right, however, to exhibit the shareholder
records to any person whenever it receives an opinion from its counsel that
there is a reasonable likelihood that the Transfer Agent will be held liable for
the failure to exhibit the shareholder records to such person; provided,
however, that in connection with any such disclosure the Transfer Agent shall
promptly notify the Trust that such disclosure has been made or is to be made.
11. At the request of an Officer of the Trust the Transfer Agent will
address and mail such appropriate notices to shareholders as the Trust may
direct.
12. 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:
(a) The legality of the issue or sale of any Shares,
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the sufficiency of the amount to be received therefor, or the authority of the
Approved Institution or of the Trust, as the case may be, to request such sale
or issuance;
(b) The legality of a transfer of Shares, or of a redemption of any
Shares, the propriety of the amount to be paid therefor, or the authority of the
Approved Institution or of the Trust, as the case may be, to request such
transfer or redemption;
(c) The legality of the declaration of any dividend by the Trust, or
the legality of the issue of any Shares in payment of any stock dividend; or
(d) The legality of any recapitalization or readjustment of Shares.
13. The Transfer Agent shall be entitled to receive and the Trust hereby
agrees to pay to the Transfer Agent for its performance hereunder, including its
performance of the duties and functions set forth in Schedule I hereto, (i) its
reasonable out-of-pocket expenses (including reasonable legal expenses and
attorney's fees) incurred in connection with its performance hereunder and (ii)
such compensation as may be agreed upon in writing from time to time by the
Transfer Agent and the Trust.
14. The Transfer Agent shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied in this Agreement
against the Transfer Agent.
15. Purchase and Prices of Services.
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(a) The Trust will compensate the Transfer Agent for, and Transfer
Agent will provide, beginning on the execution date of this Agreement and
continuing until the termination of this Agreement as provided hereinafter, the
Services set forth in Schedule I.
(b) The current unit prices for the Services are set forth in Schedule
III (the "Schedule III Fee Schedule"). Once in each calendar year, the Transfer
Agent may elect to raise the Schedule III Fees upon ninety (90) days prior
notice to the Trust. Notwithstanding the annual right to raise the Schedule III
Fees, the Transfer Agent may increase prices due to changes in legal or
regulatory requirements subject to the approval of the Trust, which approval
shall not be unreasonably withheld.
16. Billing and Payment.
(a) The Transfer Agent shall xxxx the Trust as follows:
(i) monthly in arrears for Accounts maintained and Out-of-Pocket
Expenses; and (ii) monthly in advance for estimated postage expenses to be
incurred by the Transfer Agent for the following month. Documentation to
support reconciliation of actual postage expenses will be provided to the Trust
monthly. The Transfer Agent may from time to time request the Trust to make
additional advances when appropriate.
(b) The Trust shall pay the Transfer Agent in immediately available funds
at United Missouri Bank in Kansas City, Missouri within thirty (30) days of the
date of the xxxx. Any amounts due under this Agreement which are not paid
within said thirty (30) day period shall bear interest at the rate of one and
one-half
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percent (1 1/2%) per month from such date until paid in full.
ARTICLE VII
TERMINATION
Either of the parties hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall be not less than ninety (90) days after the date of receipt of such
notice. In the event such notice is given by the Trust, it shall be accompanied
by a copy of a resolution of the Board of Trustees of the Trust, certified by
the Secretary or any Assistant Secretary, electing to terminate this Agreement
and designating the successor transfer agent or transfer agents. In the event
such notice is given by the Transfer Agent, the Trust shall on or before the
termination date, deliver to the Transfer Agent a copy of a resolution of its
Board of Trustees certified by the Secretary or any Assistant Secretary
designating a successor transfer agent or transfer agents. In the absence of
such designation by the Trust, the Trust shall upon the date specified in the
notice of termination of this Agreement and delivery of the records maintained
hereunder, be deemed to be its own transfer agent and the Transfer Agent shall
thereby be relieved of all duties and responsibilities pursuant to this
Agreement.
In the event this Agreement is terminated as provided herein, the Transfer
Agent shall deliver the records of the Trust on electromagnetic media to the
Trust or its successor transfer agent. The Trust shall be responsible to the
Transfer Agent for
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the reasonable costs and expenses associated with the preparation and delivery
of such media. In the event the Agreement is terminated, the Transfer Agent
also shall cooperate in facilitating the transfer of the Services provided under
this Agreement to the Trust or a successor transfer agent.
ARTICLE VIII
MISCELLANEOUS
1. The Trust agrees that prior to effecting any change in the Prospectus
which would increase or alter the duties and obligations of the Transfer Agent
hereunder, it shall advise the Transfer Agent of such proposed change at least
30 days prior to the intended date of the same, and shall proceed with such
change only if it shall have received the written consent of the Transfer Agent
thereto, which consent shall not be unreasonably withheld.
2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Trust shall be sufficiently given if addressed
to the Trust and sent by first class mail, postage paid or delivered to it at
its office at the address first above written, or at such other place as the
Trust may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Transfer Agent shall be sufficiently given if
addressed to the Transfer Agent and mailed or delivered to the Secretary at 000
Xxxxx XxXxxxx, Xxxxxxx, XX 00000, with a copy to the President at 000 Xxxx
Xxxxxx, Xxxxxx Xxxx, XX 00000, or at such other place as the
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Transfer Agent may from time to time designate in writing.
4. This Agreement may not be amended or modified in any manner except by
a written agreement executed by both parties with the formality of this
Agreement.
5. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns. This Agreement shall not be
assignable by either party without the written consent of the other party,
except that the Transfer Agent may assign this Agreement to a corporate
affiliate with advance written notice to and consent by the Trust, which consent
shall not be unreasonably withheld.
6. This Agreement shall be governed by and construed in accordance with
the laws of the State of Illinois.
7. 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.
8. The provisions of this Agreement are intended to benefit only the
Transfer Agent and the Trust, and no rights shall be granted to any other person
by virtue of this Agreement.
9. (a) The Transfer Agent will endeavor to assist in resolving
shareholder inquiries and errors relating to the period during which prior
transfer agents acted as such for the Trust. Any such inquiries or errors which
cannot be expediently resolved by the Transfer Agent will be referred to the
Trust.
(b) The Transfer Agent shall only be responsible for the safekeeping
and maintenance of transfer agency records and
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correspondence of the Trust created or produced prior to the time of conversion
which are under its control and acknowledged in a writing to the Trust to be in
its possession. Any expenses or liabilities incurred by the Transfer Agent as a
result of shareholder inquiries, regulatory compliance or audits related to such
records and not caused as a result of Transfer Agent's bad faith, willful
malfeasance or negligence shall be the responsibility of the Trust.
10. A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that this Agreement is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this Agreement are not
binding on any of the Trustees, officers or unitholders of the Trust
individually but are binding only on the assets and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officer, thereunto duly authorized and
their respective corporate seals to be hereunto affixed, as the day and year
first above written.
Supervised Service Company, Inc. Xxxxxx Street Funds
By: /s/ Signature appears here By: /s/ Signature appears here
-------------------------- --------------------------
(Signature) (Signature)
Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxx
-------------------------- -------------------------
(Name) (Name)
SVP Vice President
-------------------------- -------------------------
(Title) (Title)
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SCHEDULE I
DESCRIPTION OF SERVICES
In consideration of the fees to be paid in such manner and at such times as
Trust and Transfer Agent bay agree, Transfer Agent will provide the services set
forth below:
Examine and Process New Accounts, Subsequent Payments, Liquidations,
Exchanges, Telephone Transactions, Check Redemptions, Automatic Withdrawals,
wire Order Trades, Dividends, Dividend statements, Dealer Statements.
DAILY ACTIVITY
Maintain the following shareholder information in such a manner as the
Transfer Agent shall determine:
Name and Address, including Zip Code
Balance of Shares
Number of Shares, issuance date of each Share outstanding and cancellation
date of each share no longer outstanding, if issued
Balance of dollars available for redemption
Dividend code (daily accrual, monthly reinvest, monthly cash or quarterly
cash)
Type of account code
Establishment date indicating the date an account was opened, carrying
forward pre-conversion data as available
Original establishment date for accounts opened by exchange
W-9 withholding status and periodic reporting
State of residence code
Social Security or taxpayer identification number, and indication of
certification
Historical transactions on the account for the most recent 18 months, or
other period as mutually agreed to from time-to-time
Indication as to whether phone transactions can be accepted for this
account. Beneficial owner code, i.e. male, female, joint tenant, etc.
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An alternate or "secondary" account number issued by a dealer (or bank,
etc.) to a customer for use, inquiry and transaction input by "remote
accessors"
FUNCTIONS
Answer investor and dealer telephone and/or written inquiries, except those
concerning Trust policy, or requests for investment advice which will be
referred to the Trust, or those which the Trust chooses to answer
Examine and process transfers of shares insuring that all transfer
requirements and legal documents have been supplied
Process and confirm address changes
Process standard account record changes as required, i.e. Dividend Codes,
etc.
Microfilm source documents for transactions, such as account applications
and correspondence
Perform backup withholding for those accounts which federal government
regulations indicate is necessary
Perform withholdings on liquidations, if applicable, for employee benefit
plans. Prepare and mail 5498s and 1099R's
Solicit missing taxpayer identification numbers
Provide remote access inquiry to Trust records via Trust supplied hardware
(Trust responsible for connection line and monthly fee)
REPORTS PROVIDED
Daily Journals Reflecting all shares and
dollar activity for the
previous day
Blue Sky Report Supply information monthly
for Trust's preparation of
Blue Sky Reporting
N-SAR Report Supply monthly correspondence,
redemption and liquidation
information for use in Trust's
N-SAR Report
Additionally, monthly average daily balance reports will be provided at the
Trust's request to the Trust at no charge.
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Prepare and mail copies of summary statements to dealers and investment
advisers
Generate and mail confirmation statements for financial transactions
DIVIDEND ACTIVITY
Reinvest or pay in cash including reinvesting in other funds within the
fund group serviced by the Transfer Agent as described in each Trust
Prospectus
Distribute capital gains simultaneously with income dividends
DEALER SERVICES
Prepare and mail confirmation statements to dealers daily
Prepare and mail copies of statements to dealers, same frequency as
investor statements
ANNUAL MEETINGS
Assist Trust in obtaining a qualified service to: address and mail proxies
and related material, tabulate returned proxies and supply daily reports
when sufficient proxies have been received
Prepare certified list of stockholders, hard copy or microform
PERIODIC ACTIVITIES
Mail transaction confirmation statements daily to investors
Address and mail four (4) periodic financial reports (material must be
adaptable to Transfer Agent's mechanical equipment as reasonably specified
by the Transfer Agent)
Mail periodic statement to investors
Compute, prepare and furnish all necessary reports to Governmental
authorities: Forms 1099R, 1099DIV, 1099B, 1042 and 1042S
Enclose various marketing material as designated by the Trust in statement
mailings, i.e. monthly and quarterly statements (material must be adaptable
to mechanical equipment as reasonably specified by the Transfer Agent)
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SCHEDULE II
RECORDS MAINTAINED BY TRANSFER AGENT
- Account applications
- Checks including check registers, reconciliation records, any adjustment
records and tax withholding documentation
- Liquidation, redemption, withdrawal and transfer requests including stock
powers, signature guarantees and any supporting documentation
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