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EXHIBIT (9)(b)
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MASTER TRANSFER AND RECORDKEEPING AGREEMENT
AGREEMENT made as of the 24th day of February 1992, by and between THE
RIVERFRONT FUNDS, INC. (the "Fund"), having its principal place of business at
Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, and THE PROVIDENT BANK
("Provident") having its principal place of business at Xxx Xxxx Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxx 00000.
WITNESSETH THAT
WHEREAS, the Fund desires Provident to perform certain services for the
Fund and each of its Portfolios and Provident is willing to perform such
services.
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, each party agrees as follows:
1. SERVICES - Provident shall perform for the Fund and each Portfolio
of the Fund the services set forth on Exhibit A which is attached hereto and
made a part hereof. Provident shall also perform for each Portfolio of the Fund,
without additional charge, any services which it customarily performs in the
ordinary course of business without additional charge for any investment
companies for which Provident acts as transfer agent, divided disbursing agent
or shareholder servicing and recordkeeping agent.
Provident shall perform such other services in addition to those set
forth in Exhibit A hereto as the Fund shall request in writing. Any of the
services to be performed hereunder, and the manner in which such services are to
be performed, shall be changed only pursuant to a written agreement signed by
the parties hereto.
Provident will undertake no activity which, in its judgment, will
adversely affect the performance of its obligations to the Fund under this
Agreement.
2. FEES - The Fund shall pay Provident for the services set forth in
Section 1 of this Agreement in accordance with and in the manner set forth in
Exhibit B which is attached hereto and made a part hereof.
3. EFFECTIVE DATE - This Agreement shall become effective as of the
date set forth above.
4. TERM - This Agreement shall be in effect until terminated in
accordance with Section 16 hereof.
5. USE OF PROVIDENT'S NAME - The Fund will not use Provident's name in
any sales literature or other material in a manner not approved by Provident in
writing before such use, unless a similar such use was previously approved.
Notwithstanding the foregoing, Provident hereby consents to all uses of
Provident's name which merely refer in accurate terms to Provident's
appointments hereunder or which are required by the Securities and
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Exchange Commission or a state securities commission, and, provided further,
that in no case will such approval be unreasonably withheld or delayed.
6. STANDARD OF CARE - Provident shall at all times use its best efforts
and act in good faith and in a non-negligent manner in performing all services
pursuant to this Agreement.
7. UNCONTROLLABLE EVENTS - Provident shall not be liable for damage,
loss of data, delays or errors occurring by reason of circumstances beyond its
control including, but not limited to, acts of civil or military authority,
national emergencies, fire, flood or catastrophe, acts of God, insurrection,
war, riots or failure of transportation, communication or power supply. However,
Provident shall keep in a separate and safe place additional copies of all
records required to be maintained pursuant to this Agreement or additional tapes
or discs necessary to reproduce all such records. Furthermore, at all times
during this Agreement, Provident shall maintain an arrangement whereby Provident
will have a backup computer facility available for its use in providing the
services required hereunder in the event circumstances beyond Provident's
control result in Provident not being able to process the necessary work at its
principal computer facility. Provident shall, from time to time, upon request
from the Fund provide written evidence and details of its arrangement for
obtaining the use of such a backup computer facility. Provident shall use
reasonable care to minimize the likelihood of all damage, loss of data, delays
and errors resulting from an uncontrollable event, and should such damage, loss
of data, delays or errors occur, Provident shall use its best efforts to
mitigate the effects of such occurrence. Representatives of the Fund shall be
entitled to inspect Provident's premises and operating capabilities within
reasonable business hours and upon reasonable notice to Provident.
8. INDEMNIFICATION - The Fund shall indemnify and hold Provident, its
employees and agents harmless against any losses, claims, damages, judgments,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from (1) transactions which occurred prior to the date Provident began
serving as Transfer Agent to the Fund; (2) action taken or permitted by
Provident in good faith with due care and without negligence in reliance upon
instructions received from the Fund in accordance with Section 9 hereof or with
respect to the Fund, upon the opinion of counsel for the Fund, as to anything
arising in connection with its performance under this Agreement or which arises
out of the Fund's lack of good faith or willful misconduct; (4) the sale of
shares in violation of any requirement of federal or state securities laws; or
(5) any act done or suffered by Provident with respect to the Fund in good faith
with due care and without negligence in connection with its performance under
this Agreement in reliance upon any instruction, order, stock certificate or
other instrument reasonably believed by it to be genuine and to bear the genuine
signature of any person or persons authorized to sign, countersign or execute
same, and which complies
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with all applicable requirements of the Fund's current prospectus and statement
of additional information, this Agreement and instructions (it being
specifically agreed that, for the purpose of this indemnification, if any
instruction received by Provident in accordance with Section 9 hereof differs
from the requirements set forth in the current prospectus or statement of
additional information then, with regard to that difference, Provident need only
comply with such instruction and not the current prospectus or statement of
additional information) and other governing documents provided to Provident by
the Fund. In the event Provident requests the Fund to indemnify or hold it
harmless hereunder, Provident shall use its best efforts to inform the Fund of
the relevant facts concerning the matter in question. Provident shall use
reasonable care to identify and promptly notify the Fund concerning any matter
which Provident believes may result in a claim for indemnification against the
Fund, and shall notify the Fund within seven days of notice to Provident of the
filing of any suit or other legal action. or the institution by a government
agency of any administrative action or investigation against Provident which
involves its duties under this Agreement. The Fund shall have the election of
defending Provident against any claim with respect to the Fund which may be the
subject of indemnification or holding harmless hereunder. In the event the Fund
so elects, it will so notify Provident and thereupon the Fund shall take over
defense of the claim and, if so requested by the Fund, Provident shall incur no
further legal or other expenses related thereto for which it shall be entitled
to indemnity or holding harmless hereunder; provided, however, that nothing
herein contained shall prevent Provident from retaining counsel to defend any
claim at Provident's own expense. Except with the prior written consent of the
Fund, Provident shall in no event confess any claim or make any compromise in
any matter in which the Fund will be asked to indemnify or hold Provident
harmless hereunder. Provident shall be without liability to the Fund with
respect to anything done or omitted to be done, in accordance with the terms of
this Agreement or instructions properly received pursuant hereto, if done in
good faith and without negligence or willful or wanton misconduct, and in no
event shall Provident be liable for consequential damages, lost profits, or
other special damages, even if Provident has been informed of the possibility of
such damage or loss by the Fund or by third parties. Notwithstanding the
forgoing, Provident shall be liable to the Fund for any damage or losses
suffered by the Fund as a result of a delay or negligence on the part of
Provident in processing a purchase or liquidation transaction or in making
payment to a shareholder of the Fund; it being agreed that, without in any way
limiting Provident's liability for other transactions hereunder, such damages
shall not be deemed to be consequential or special.
9. INSTRUCTIONS - Provident shall comply with all instructions issued
by the Fund in the form prescribed below which are permitted or required under
Exhibit A attached hereto. Wherever Provident takes action hereunder pursuant to
instructions from the Fund, Provident shall be entitled to rely upon such
instructions
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only when such instructions are signed by the President or Treasurer of the Fund
or by an individual designated in writing by the President or Treasurer as a
person authorized to give instructions hereunder. The Fund may waive the
requirement that all instructions be in writing, if such waiver defines the
occurrences not requiring written instruction, indicates the persons authorized
to give such non-written instructions, and is signed by one of the persons
pursuant to the immediately preceding sentence of this Section 9. In the event
Provident obtains the Fund"s written waiver, it may rely on non-written
instructions received pursuant thereto.
10. CONFIDENTIALITY - Provident agrees to treat all records and other
information relative to the Fund and the Fund's shareholders confidentially, and
Provident on behalf of itself and its employees agrees to keep confidential all
such information, except, after prior notification to and approval by the Fund,
which approval shall not be unreasonably withheld and may not be withheld where
Provident may be exposed to civil or criminal contempt proceedings, when
requested to divulge such. information by duly constituted authorities or when
so requested by a shareholder of the Fund seeking information about his own or
an appropriately related account.
11. REPORTS - Provident will furnish to the Fund and to properly
authorized auditors, examiners, investment companies, dealers, salesmen,
insurance companies, transfer agents, registrars, investors and others
designated by the Fund in writing, such reports at such times as are prescribed
for each service on Exhibit A attached hereto.
12. RIGHT OF OWNERSHIP - Provident agrees that all records and other
data received, computed, developed, used and/or stored pursuant to this
Agreement are the exclusive property of the Fund and that all such records and
other data will be furnished without additional charge to the Fund in available
machine readable data form immediately upon termination of this Agreement with
respect to the Fund for any reason whatsoever. Furthermore, upon the Fund's
request at any time or times while this Agreement is in effect, Provident shall
deliver to the Fund at the Fund's expense any or all of the data and records
held by Provident pursuant to this Agreement in the form as requested by the
Fund. On the effective date of termination of this Agreement or, if later, on
the date the Fund ceases to use Provident's services, Provident will promptly
return to the Fund any and all records and other data belong to the Fund free of
any claim or retention of rights by Provident.
13. REDEMPTION OF SHARES - The parties hereto agree that Provident
shall process liquidations, redemptions or repurchases of shares of the Fund, as
the agent for the Fund, in the manner described in the then current prospectus
and statement of additional information for the Fund. Notwithstanding the
foregoing, Provident shall be liable for any losses, damages, claims or expenses
resulting from Provident's failure to obtain the
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appropriate signature guarantee with regard to any redemption or transfer
processed by Provident unless Provident is authorized in writing by the Fund to
waive such a requirement.
14. SUBCONTRACTING - The Fund may require that Provident or Provident
may, with the prior written consent of the Fund, subcontract with one or more of
its affiliates or other persons to perform all or part of its obligations
hereunder, provided, however, that, notwithstanding any such subcontract,
Provident shall be fully responsible to the Fund hereunder.
15. ASSIGNMENT - This Agreement and the rights and duties hereunder
shall not be assignable by Provident or the Fund except by the specific written
consent of the other party.
16. TERMINATION - This Agreement may be terminated by Provident or not
less than 180 days prior written notice to the Fund on by the Fund on not less
than 90 days prior written notice to Provident. Upon such termination, Provident
will use its best efforts to cooperate and assist in accomplishing a timely,
efficient and accurate conversion to the person or firm which will provide the
services described hereunder. This Agreement may be terminated by the Fund
without the payment of any penalty, forfeiture, compulsory buyout amount or
performance of any other obligation which could deter termination, provided,
however, that for the purpose of this Section any amount due under Section 2 of
this Agreement which is undisputed is not considered a penalty, forfeiture,
compulsory buyout amount or performance of any other obligation which could
deter termination.
This Agreement may be terminated by the Fund after written notice to
Provident by the Fund if there is a material breach or violation of this
Agreement or if Provident fails to perform any of its obligations under this
Agreement and the failure continues for more than thirty (30) days after the
Fund gives notice of the failure to Provident or bankruptcy or insolvency
proceedings of any nature are instituted by or against Provident.
17. INSURANCE - Provident shall maintain throughout the term of this
Agreement a fidelity bond(s) in an amount in excess of the minimum amount
required to be obtained by the Fund pursuant to Rule 17g-1 under the Investment
Company Act of 1940 (the "1940 Act") covering the acts of its officers,
employees or agents in performing any and all of the services required to be
performed hereunder. Provident agrees to promptly notify the Fund in writing of
any material amendment or cancellation of such bond(s) and Provident shall at
such times as the Fund may request, but at least once each year, notify the Fund
of any claims made pursuant to such bond(s).
18. AMENDMENT - This Agreement may be amended at any time by an
instrument in writing executed by both Provident and the Fund, or each of their
respective successors, provided that any such
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amendment will conform to the requirements set forth in the 1940 Act and the
rules and regulations thereunder.
19. NOTICE - Any notice shall be sufficiently given when sent by
registered or certified mail to a party at the address of such party set forth
above or at such other address as such party may from time to time specify in
writing to the other party.
20. SECTION HEADINGS - Section headings are included for convenience
only and are not to be used to construe or interpret this Agreement.
21. INTERPRETIVE PROVISIONS - In connection with the operation of this
Agreement, Provident and the Fund may agree from time to time on such provisions
interpretive of or in addition to the provisions of this Agreement as may in
their combined opinions be consistent with the general tenor of this Agreement.
Furthermore, Provident and the Fund may agree to add to, delete from or change
the services set forth on Exhibit A to this Agreement. Each such interpretive or
additional provision, and each addition, deletion or change is to be signed by
the parties and annexed hereto, and no such provision, addition, deletion or
change shall contravene any applicable federal or state law or regulation and no
such provision, addition, deletion or change shall be deemed to be an amendment
of any provision of this Agreement with the exception of Exhibit A hereto.
22. GOVERNING LAW - This Agreement shall be governed by and its
provisions shall be construed in accordance with the Laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
THE PROVIDENT BANK
/s/ Xxxxx X. Xxxxx
Title: Senior Vice President
THE RIVERFRONT FUNDS, INC.
/s/ Xxxx X. Hidden
Title: President
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EXHIBIT A - SERVICES
The services provided for in this Agreement shall be performed by
Provident or any agent appointed by Provident pursuant to Section 14 of this
Agreement under the name of The Provident Bank (Provident) and this name or any
similar name or logo will not be used by Provident or its agents for any
purposes other than those related to this Agreement or to any other agreement
which Provident may enter into with the Fund or with companies affiliated with
the Fund.
The offices of Provident shall be open to perform the services pursuant
to this Agreement on all days when the Fund is open to transact business.
Provident will perform all services normally provided to investment
companies such as the Fund and the quality of such services shall be equal to or
better than that provided to the other investment companies serviced by
Provident. With respect to the Fund, by way of illustration, but not limitation,
these services will include:
1. Establishing, maintaining, safeguarding and reporting an
shareholder account information and account histories,
(including registration, name and address recorded in
generally accepted form, dealer, representative, branch, and
territory information, mailing address, distribution address,
various codes and specific information relating to (if
applicable); level payments, letters of intent, insured
redemption plans, account groupings for rights of accumulation
discount processing, and for account group reporting for plan
accounts and other accounts grouped for master sub-account
reporting).
2. Recording and controlling shares outstanding in certificate
("issued") and non certificate ("unissued") form.
3. Maintaining a record for each certificate issued to include
certificate number, account number, issued date, number of
shares, cancelled date or stop date, where appropriate.
4. Reconciling the number of outstanding shares of the Fund on a
daily basis with the Fund and the Fund's custodian, promptly
correcting any differences noted.
5. Establishing and maintaining a trade file on behalf of the
Fund based on trade information furnished to the transfer
agent by the Fund or its distributors.
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6. Accepting and processing direct cash investments however
received and investing such investments promptly in
shareholder accounts.
7. Passing upon the adequacy of documents properly endorsed and
guaranteed submitted by or on behalf of a shareholder to
transfer ownership or redeem shares.
8. Transferring ownership of shares upon the books of each Fund.
9. Redeeming shares and preparing and mailing redemption checks
or wire proceeds as instructed.
10. Preparing and promptly mailing account statements to the
shareholder or such other authorized address and, when
appropriate, as instructed by the Fund, to the dealer or
dealer branch, whenever transaction activity effecting share
balances are posted to the Fund's accounting that is of the
type that should receive such statement.
11. Checking surrendered certificates for stop transfer
instructions.
12. Cancelling certificates surrendered.
13. Issuing certificates as replacements for those cancelled, or
as an original issue of additional shares or upon the
reduction of an equal number of unissued shares.
14. Maintaining and updating a stop transfer file, promptly
placing stop transfer codes upon notification of possible
loss, destruction or disappearance of a certificates Upon
receipt of proper documentation obtaining necessary insurance
forms and issuing replacement certificates.
15. Balancing outstanding shares of record with the custodian
prior to each distribution and calculating and paying or
reinvesting distributions to shareholders of record and to
open trade receivables and free stock.
16. Processing exchanges of shares of the Fund or Portfolio for
another, calculating proper sales charges and collecting fees
as required.
17. Processing level payment liquidations according to plan
instructions.
18. Reporting to the Fund and its custodian daily the capital
stock activities and dollar amount of transactions.
19. Promptly answering inquiring from shareholders, dealers, Fund
personnel, and others as requested in accordance
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with the terms of this Agreement as to account matters,
referring policy or investment matters to the Fund.
20. Mailing reports and special mailings, as directed by the Fund
to all shareholders or selected holders or dealers.
21. Providing services with regard to the annual or special
meetings of the Fund, including preparation and timely mailing
of proxy material to shareholders of record and others as
directed by the Fund, and receiving, examining and recording
all properly executed proxies and performing such follow-up as
required by the Fund.
22. Providing periodic listings and tallies of shareholder votes
and certifying the final tally.
23. Providing an inspector of elections at the annual or any
special meeting of the Fund.
24. Maintaining tax information for each account, deducting
amounts where required and furnishing to the Fund, its
shareholders, dealers and, when appropriate, regulatory
bodies, the necessary tax information all in compliance with
the various applicable laws.
25. Maintaining records of account and distribution information
for checks and confirmations returned as undeliverable by the
Post Office.
26. Maintaining records and reporting sales information for Blue
Sky reporting purposes.
27. Calculating and processing Fund mergers or stock dividends, as
directed by the Fund.
28. Maintaining all Fund, records as outlined in the record and
tape retention schedule delivered by the Fund.
29. Reconciling all investment, distribution and redemption
accounts.
30. Providing for the replacement of uncashed distribution or
redemption checks.
31. Maintaining and safeguarding an inventory of unissued blank
stock certificates, checks and other Fund records.
32. Making available to the Fund and its distributors at their
locations, CRTS which will provide immediate electronic access
to computerized records maintained for the Fund.
33. Providing space and such technical expertise as may be
required to enable the Fund and its properly authorized
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auditors, examiners and others designated by the Fund in
writing to properly understand and examine all books, records,
computer files, microfilm and other items maintained pursuant
to this Agreement, and to assist as required in such
examination.
34. Mailing prospectuses to existing accounts on receipt of the
first direct investment transaction after a new prospectus has
been issued by the Fund.
35. Mailing cash election notices when required prior to capital
gains distributions.
36. Maintaining information, performing the necessary research and
producing reports required to comply with all applicable state
escheat or abandoned property laws.
With respect to each Portfolio of the Fund, the Transfer Agent will
produce reports as requested by the Fund including but not limited to the
following:
Shareholder Account Confirmation As required
Redemption Checks When redemption is
made
Certificates When requested
Level payment checks On payment cycle
Distribution checks As required
Name and address labels (per As requested
account registration)
Proxy When required
1099 Annually
1042-S Annually
Transaction journals Daily
Record date position control Daily
Daily and (monthly) cash proof Daily
Daily (monthly) share proof Daily
Daily master control Daily
Blue Sky exception Daily
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Blue Sky master list Monthly and whenever
a new permit is
issued by a state
Blue Sky sales reports Cycle as designated
in advance by
distributor
Check register Daily
Account information reports When requested
(Monthly) Cumulative Transaction Monthly
New account list Monthly
Shareholder master list When requested
Sales by State Monthly
Activities statistics Monthly
Distribution journals As required
Proxy tallies and vote listings When requested
Level payment account check Monthly
reconciliation
Dividend account check As required
reconciliation
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